Representations Warranties and Covenants Duties and Obligations Clause Examples

Representations Warranties and Covenants Duties and Obligations. 16 4.01. Representations, Warranties & Covenants Relating to the Apartment Complex and the Partnership 16 4.02. Duties and Obligations Relating to the Apartment Complex and the Partnership 19 ARTICLE V PARTNERS, PARTNERSHIP INTERESTS AND OBLIGATIONS OF THE PARTNERSHIP 21 5.01. Partners, Capital Contributions and Partnership Interests 21 5.02. Return of Capital Contribution 24 5.03. Withholding of Capital Contributions Upon Default 24 5.04. Legal Opinions 25 5.05. Repurchase Obligation 26 5.06. Asset Management Fee 27 ARTICLE VI CHANGES IN PARTNERS 28 6.01. Withdrawal of a General Partner 28 6.02. Admission of a Successor or Additional General Partners 28 6.03. Effect of Bankruptcy, Death, Withdrawal, Dissolu- tion or Incompetence of a General Partner 29 ARTICLE VII ASSIGNMENT TO THE PARTNERSHIP 31 ARTICLE VIII RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER 32 8.01. Management of the Partnership 32 8.02. Limitations Upon the Authority of the General Partner 33 8.03. Management Purposes 34 8.04. Delegation of Authority 34 8.05. General Partner or Affiliates Dealing wit4 Partnership 34 8.06. Other Activities 35 8.07. Liability for Acts and Omissions 35 8.08. [Intentionally Omitted] 35 8.09. Rehabilitation of the Apartment Complex; Rehabilitation Cost Overruns, Operating Deficits 35 8.10. Development Fee 36 8.11. Incentive Partnership Management Fee 37 8.12. Withholding of Fee Payments 37 8.13. Removal of the General Partner 37 8.14. Selection of Management Agent 40 8.15. Removal of the Management Agent 40 8.16. Replacement of the Management Agent 40 8.17. Loans to the Partnership 41 8.18. Reserve Funds and Operating Assurances 41 8.19. Option to Purchase; Right of First Refusal 42 8.20. Operating and Capital Budgets 43 ARTICLE IX TRANSFERS OF, AND RESTRICTIONS ON TRANSFERS OF INTERESTS OF LIMITED PARTNERS 44 9.01. Acquisition for Investment 44 9.02. Restrictions on Transfer of Limited Partners' Interests 44 9.03. Admission of Substitute Limited Partners 44 9.04. Rights of Assignee of Partnership Interest 46 ARTICLE X RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS 47 10.01. Management of the Partnership 47 10.02. Limitation on Liability of Limited Partners 47 10.03. Other Activities 47 ARTICLE XI PROFITS, LOSSES AND DISTRIBUTIONS 48 11.01. Allocation of Profits, Losses, Credits and and Cash Distributions 48 11.02. Determination of Profits, Losses and Credits 49 11.03. Allocation of Gains and Losses 49 11.04. Distribution of Proceeds from Sale and Liquidatio...
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Representations Warranties and Covenants Duties and Obligations. 5.01 Representations, Warranties and Covenants Relating to the Apartment Complex and the Company 5.02 Duties and Obligations Relating to the Apartment Complex and the Company
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Representations Warranties and Covenants Duties and Obligations. 16 4.01. Representations, Warranties and Covenants Relating to the Apartment Complex and the Partnership 16 4.02. Duties and Obligations Relating to the Apartment Complex and the Partnership 21 ARTICLE V. 24 PARTNERS, PARTNERSHIP INTERESTS AND OBLIGATIONS OF THE PARTNERSHIP 24 5.01. Partners, Capital Contributions and Partnership Interests 22 5.02. Return of Capital Contribution 22 5.03. Withholding of Capital Contributions Upon Default 23 5.04. Legal Opinions 30 5.05. Repurchase Obligation 32 5.06. Asset Management Fee 33 5.07. BCTC IV Loan 33 5.08. Default by Investment Partnership in Making Capital Contributions. 33
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Representations Warranties and Covenants Duties and Obligations. Representations, Warranties & Covenants Relating to the Apartment Complex and the Partnership 4.02. Duties and Obligations Relating to the Apartment Complex and the Partnership ARTICLE V PARTNERS, PARTNERSHIP INTERESTS AND OBLIGATIONS OF THE PARTNERSHIP
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Representations Warranties and Covenants Duties and Obligations. 4.01. Representations, Warranties & Covenants Relating to the Apartment Complex and the Partnership 16 4.02. Duties and Obligations Relating to the Apartment Complex and the Partnership 19 ARTICLE V PARTNERS, PARTNERSHIP INTERESTS AND OBLIGATIONS OF THE PARTNERSHIP 5.01. Partners, Capital Contributions and Partnership Interests 22 5.02. Return of Capital Contribution 25 5.03. Withholding of Capital Contributions Upon Default 25 5.04. Legal Opinions 26 5.05. Repurchase Obligation 27 5.06. Asset Management Fee 28 ARTICLE VI CHANGES IN PARTNERS 6.01. Withdrawal of a General Partner 29 6.02. Admission of a Successor or Additional General Partners 29 6.03. Effect of Bankruptcy, Death, Withdrawal, Dissolution or Incompetence of a General Partner 30 ARTICLE VII ASSIGNMENT TO THE PARTNERSHIP 32
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Representations Warranties and Covenants Duties and Obligations. 20 4.1 Representations, Warranties and Covenants Relating to the Property and the Company 20 4.2 Duties and Obligations Relating to the Property and the Company 25 ARTICLE 5 MEMBERS, COMPANY INTERESTS AND OBLIGATIONS OF THE COMPANY 29 5.1 Members, Managing Member, Capital Contributions and Company Interests 29 5.2 Managing Member Capital Contributions 29 5.3 Investor Member Capital Contributions, Capital Contribution Adjustments and Recapture Event 30 5.4 Matters Related to Capital Contributions 31 5.5 Intentionally Omitted 32 ARTICLE 6 CHANGES IN MANAGING MEMBER 32
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Representations Warranties and Covenants Duties and Obligations 
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  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that: (a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor; (b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors; (c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.

  • Additional Representations, Warranties and Covenants Each party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that it has full power and authority under applicable law, and has taken all action necessary to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, and covenants that: (a) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (b) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; and (c) it is registered as a broker-dealer under the 1934 Act or any applicable state securities laws, or, including as a result of entering into and performing the services set forth in this Agreement, is not required to be registered as such. Distributor further represents, warrants and covenants, that: (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Act.

  • REPRESENTATION, WARRANTIES AND COVENANTS 1. The Borrower hereby represents, warrants, covenants to the Lender as follows: a. That the Borrower is an adult and competent in law to enter into this Agreement and is not subject to any insolvency or bankruptcy proceedings. b. This Agreement constitutes legal, valid, and binding obligations on the Borrower, enforceable in its entirety and there are no claims against the Borrower. c. The Borrower shall comply with the terms of this Agreement including making timely payment of the EMI and ensure that the Repayment Instrument(s) are honored on presentation. It is the duty of the Borrower to ensure that his/her bank account has been debited towards the EMI and in case of his/her account not being so debited, the Borrower shall be obliged to inform the Lender in this regard within 2 days from the due date of such EMI. d. That the information given in the Borrower's Mode of Application and any prior or subsequent information given to the Lender is accurate. e. That the Borrower undertakes to promptly notify the Lender of any change in the Borrower’s particulars as mentioned hereto or of any circumstance(s) affecting the correctness of any of the particulars set forth hereto or in the Mode of Application immediately on the happening or occurrence of any such circumstance(s). In case of such event, the Lender may in its absolute discretion suspend operation / stop further withdrawal till fresh approval is obtained by the Borrower from the Lender for continuing the Loan and demand repayment of the Outstanding Amount. f. That the obligation of the Borrower to repay the Outstanding Amount is independent of the arrangement between the Borrower or the student/xxxx and the Educational Institute. The Borrower agrees that the Lender shall not be responsible or liable for any services / course to be provided by the Educational Institute to the Borrower or his immediate relative and whether or not such services / course were satisfactory to the beneficiary, the obligation to pay the Outstanding Amount shall continue to subsist on the Borrower in accordance with this Agreement. g. That once the loan is disbursed, the Borrower is liable to repay entire Outstanding Amount irrespective of his (or the student’s intending to enroll) usage or non-usage of the Educational Institute’s services. If the Borrower or his child/relative decides to not pursue the course after disbursement of Loan, he/still will still be liable to pay/repay entire Outstanding Amount. The Borrower agrees that failure to complete the educational course or dropping out of the course before it’s completion for any reason whatsoever will not absolve the Borrower’s liability to fully repay the entire Outstanding aAmount to the Lender. h. That the Borrower undertakes to comply with any additional requirements and furnishing any additional documents or information required by the Lender anytime during the term of this Agreement, within the timelines mandated by the Lender. These include additional documents such as, but not limited to: i. Bank Statements ii. Salary Slips/Income Tax Returns. iii. Additional know your customer / anti-money laundering related documents and undertakings The Lender may, at its sole discretion, not disburse the Loan on account of non-fulfillment of such conditions or non- submission of such documents or information within the timelines mandated by the Lender. i. That in the event the Borrower is entitled to receive any amount of money from the Educational Institute either by way of a refund (including but not limited to the student dropping out of the course midway), reimbursement or any in other manner during the pendency of any Outstanding Amount, such amount shall be payable by the Borrower /Educational Institute to the Lender towards satisfaction of an equivalent portion of the Outstanding Amount.

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows: