Covenants and Representations Clause Samples
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Covenants and Representations. (1) Borrower represents and warrants that there have not been during the period of Borrower's possession of any interest in the Property and, to the best of its knowledge after reasonable inquiry, there have not been at any other times, any activities on the Property involving, directly or indirectly, the use, generation, treatment, storage or disposal of any Hazardous Substances except in compliance with Applicable Law (i) under, on or in the land included in the Property, whether contained in soil, tanks, sumps, ponds, lagoons, barrels, cans or other containments, structures or equipment, (ii) incorporated in the buildings, structures or improvements included in the Property, including any building material containing asbestos, or (iii) used in connection with any operations on or in the Property.
(2) Without limiting the generality of the foregoing and to the extent not included within the scope of this Section 8.2(b), Borrower represents and warrants that it is in full compliance with Applicable Law and has received no notice from any Person or any governmental agency or other entity of any violation by Borrower or its Affiliates of any Applicable Law.
(3) Borrower shall be solely responsible for and agrees to indemnify FINOVA, protect and defend FINOVA with counsel reasonably acceptable to FINOVA, and hold FINOVA harmless from and against any claims, actions, administrative proceedings, judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims), interest or losses, attorneys' fees (including any fees and expenses incurred in enforcing this indemnity), consultant fees, expert fees, and other out-of-pocket costs or expenses actually incurred by FINOVA (collectively, the "Environmental Costs"), that may, at any time or from time to time, arise directly or indirectly from or in connection with: (i) the presence, suspected presence, release or suspected release of any Hazardous Substance whether into the air, soil, surface water or groundwater of or at the Property, or any other violation of Applicable Law, or (ii) any breach of the foregoing representations and covenants; except to the extent any of the foregoing result from the actions of FINOVA, its employees, agents and representatives. All Environmental Costs incurred or advanced by FINOVA shall be deemed to be made by FINOVA in good faith and shall constitute Obligations hereunder.
Covenants and Representations. Covenants of Reseller. Reseller will: (1) comply with the terms and conditions of this RMSA and with all applicable Tealium procedures and policies provided to Reseller that further define the resale and use of the Services, (2) identify and register Customers in accordance with the terms hereof, (3) be responsible for Customers’ compliance with the terms and conditions of this RMSA, (4) prevent unauthorized access to or use of the Services and notify Tealium promptly of any such unauthorized access or use of which Reseller is aware, (5) use the Services and assure Customers use the Services only in accordance with applicable laws, regulations and Tealium’s Acceptable Use Policy ("AUP") set forth in Exhibit B (attached hereto and incorporated herein by this reference), and (6) operate as technical support desk for Customers and act as the first point of contact for all technical queries relating to implementation of the Services. Reseller will not, and will not allow Customers or third parties to: (i) make the Services available to anyone other than Customers; (ii) share, sell, resell, rent or lease the Services other than as set forth herein; or (iii) access the Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. Reseller further covenants that it will remain in full compliance with the Reseller Certification Standards set forth in Exhibit A (attached hereto and incorporated herein by this reference) and if any job requires that any aspect of the Services, such as Code implementation, be performed on Reseller’s or Customer’s premises, Reseller will supply or require that Customer supplies Tealium personnel with such reasonable information, resources, and assistance as Tealium may request. Reseller will notify Tealium of all custom extensions built by Reseller for integration into the Services ("Custom Extensions") and will provide such cooperation as Tealium may reasonably request in the event Tealium elects to test any such Custom Extensions. In addition, ▇▇▇▇▇▇▇▇ agrees that upon ▇▇▇▇▇▇▇'s written request, it will grant to Tealium a perpetual, royalty-free, worldwide right and license to distribute Custom Extensions, both directly and through subdistributors, in future releases of the Services.
Covenants and Representations. Except as provided in Paragraph 6 below, Guest represents that Guest is at least eighteen (18) years of age and is of legal and sound mind to execute this Agreement. Guest acknowledges and represents that Guest has read each of the provisions contained in this Agreement, and Guest is fully aware of the legal consequences attendant to entering into this Agreement. Guest is fully aware of the potential dangers incidental to any hunting, fishing, and other activities for which Guest will participate in, on, or about the Property, including Guest’s potential exposure to dangerous conditions, and such risks and hazards including, but not limited to: poisonous snakes, insects, spiders, bees and wasps; blinds and tree stands; erosion and general condition of the Property, both on and off roadways and unpaved roads, creating rough, hazardous and dangerous driving and walking conditions; animals both wild and domestic that may be diseased and potentially dangerous; deep water; persons with firearms, both on or off the Property; bows and arrows, both on or off the Property; and the use of vehicles. Guest hereby assumes all such dangers, risks and hazards. ▇▇▇▇▇ further agrees to abide by all federal, state, and local laws and regulations and to the extent required by law, ▇▇▇▇▇ has successfully completed all hunter safety course(s). Guest covenants and warrants that Guest will care for and keep the Property clean and free from litter and other debris, including without limitation, all shotgun shells and bullet casings.
Covenants and Representations. Section 5.1 List of Holders. Parent shall furnish or cause to be furnished to the Rights Agent in such form as Parent receives from the Company prior to the Effective Time (or other agent performing similar services for Parent or its Affiliates), the names, addresses, shareholdings and tax certification (T.I.N.) of the record holders of Shares eligible to receive CVRs pursuant to the Merger Agreement reasonably promptly following the Effective Time.
Covenants and Representations. As long as any Debentures remain outstanding, the Corporation hereby covenants and agrees with the Trustee for the benefit of the Trustee and the Holders of the then Outstanding Debentures, as follows (unless and for so long as the Corporation and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the Outstanding Debentures, in which case the following provisions of this Article 5 shall not apply):
Covenants and Representations. Notwithstanding anything to the contrary in this Agreement or otherwise, (i) CEOC, on behalf of itself and the Debtors, shall cause the Company to perform each obligations, covenant, undertaking and agreement in this Agreement, and to cause the Company’s representations and warranties in this Agreement to be true, complete and correct as of the times given and shall be liable for all obligations not satisfied or performed by the Company, (ii) all obligations, covenants, undertakings and agreements of the Preferred Backstop Investors to the Company shall apply only after the Company has been properly incorporated and formed in accordance with the Plan and (iii) the Company shall be deemed to give the representations and warranties with respect to itself and contained in Section 3 only on the Effective Date and on the date that it has been properly incorporated and formed in accordance with the Plan.
Covenants and Representations. Pledgor agrees to take no action which would adversely affect the value of the Collateral or which would encumber, dilute or cloud Pledgor’s title or interest therein. Pledgor shall not do any of the following without Secured Party’s prior written consent:
(a) Pledgor is and will continue to be the owner of the Collateral, free of any liens, security interests or assignments other than the security interest created by this Agreement;
(b) Pledgor shall deliver to Secured Party and Secured Party shall retain physical possession of all stock certificates and other instruments and documents representing or evidencing any of the Collateral, which stock certificates shall be duly endorsed in blank;
(c) Pledgor will not modify or amend the instruments or documents constituting the Collateral or make any compromise, adjustment, settlement or termination in connection therewith;
(d) Pledgor will at all times defend the Collateral against any and all claims of any person, adverse to the claims of Secured Party;
(e) upon the occurrence of an Event of Default Pledgor will accept no payments, distributions or dividends on the Collateral and shall remit to Secured Party any payment or distribution received;
(f) the execution and delivery of this Agreement, and the performance of its terms, will not result in any violation of or constitute a default under the terms of any Agreement, or other instrument, license, judgment, order, statute, ordinance or other governmental rule or regulation applicable to the Pledgor or the Collateral;
(g) upon its execution and delivery, this Agreement shall create an enforceable and valid lien in the Collateral;
(h) Pledgor has the full power and authority to enter into this Agreement, and the persons executing this Agreement on behalf of Pledgor have been duly authorized to act on behalf of Pledgor in the execution hereof;
(i) other than Pledgor, there are no parties who assert any type of ownership interest whatsoever in the Shares;
(j) other than this Agreement, there are no agreements which impose any conditions or restrictions on the Shares;
(k) all of the Shares have been duly authorized, validly issued and are fully paid and non-assessable;
(I) the granting by Pledgor to Secured Party of the security interest in the Collateral as evidenced by this Agreement complies with all applicable federal and state securities laws or qualifies for an exemption from such registration; and
(m) Pledgor, as stockholder, owner, part owner, director,...
Covenants and Representations. Each Guarantor further covenants that this Guaranty shall remain and continue in full force and effect as to any modification, extension or renewal of the Credit Agreement, any Note, or the other Loan Documents, that Administrative Agent shall not be under a duty to protect, secure or insure any Collateral Property covered under the Credit Agreement, and that other indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or suffered without notice to, or further consent of, each Guarantor. Each Guarantor represents and warrants to Administrative Agent and Lenders that:
(a) Each Guarantor (i) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, and (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Guaranty and consummate the transactions contemplated hereby;
(b) Each Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty;
(c) this Guaranty has been duly executed and delivered by or on behalf of each Guarantor and constitutes legal, valid and binding obligations of each Guarantor enforceable against each Guarantor in accordance with its terms, subject only to applicable Debtor Relief Laws, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and
(d) the execution, delivery and performance of this Guaranty by each Guarantor will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of such Guarantor pursuant to the terms of its Organizational Documents, any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or other agreement or instrument to which such Guarantor is a party or by which any of such Guarantor's property or assets is subject, nor will such action result in any violation of the provisions of any applicable statute or any applicable order, rule or regulation of any court or Governmental Authority or body having jurisdiction over such Guarantor o...
Covenants and Representations. By accepting this award you hereby acknowledge that your duties to the Company require access to and creation of the Company’s confidential or proprietary information and trade secrets (collectively, the “Proprietary Information”). The Proprietary Information has been and will continue to be developed by the Company and its subsidiaries and affiliates at substantial cost and constitutes valuable and unique property of the Company. You further acknowledge that due to the nature of your position, you will have access to Proprietary Information affecting plans and operations in every location in which the Company (and its subsidiaries and affiliates) does business or plans to do business throughout the world, and your decisions and recommendations on behalf of the Company may affect its operations throughout the world. Accordingly, by accepting this award you acknowledge that the foregoing makes it reasonably necessary for the protection of the Company’s business interests that you agree to the following covenants in connection with (i) your involuntary separation from service, as defined under Treasury regulation §1.409A-1(n), other than for Cause, or (ii) your voluntary separation from service:
Covenants and Representations. (a) Borrowers acknowledge and unconditionally promise to pay the entire Indebtedness as set forth in the Restated Note and in the original and amended instruments evidencing and securing the Indebtedness.
(b) Borrowers and Lender agree that the entire Indebtedness, as evidenced by the Restated Note, shall be secured by the Deed of Trust, as amended, the Additional Mortgage, as amended, and the other Loan Documents, as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amended.
(c) NTS/Virginia represents and warrants that it is the true and lawful owner of the land, as described in the Third Mortgage Loan Modification Agreement set forth in Section A(14) of the Recitals hereof (except as may have been previously released), in the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake Project”), subject to the Deed of Trust, as amended, and that the Deed of Trust, as amended, will be maintained as a valid first lien on the Land in the Fawn Lake Project, in each case subject to the on-going quiet title action filed by Chicago Title Insurance Corporation on behalf of NTS/Virginia Development Company for the 22 acres of timbered land at Fawn Lake.
(d) Orlando Lake Forest represents and warrants that it is the true and lawful owner of the Additional Property subject to the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any Event of Default as defined in the Loan Documents and not cured within any applicable grace period.
(e) Borrowers reaffirm all covenants and representations set forth in the Restated Note, Deed of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as of the date hereof.
(f) Borrowers represent and warrant that Borrowers have no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation ...