Representations Warranties and Covenants Contract Clauses (772)

Representations Warranties and Covenants. (a) Each of Nephros and Consultant represents and warrants that: (i) such party has full power and authority to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement do not and will not (A) require the consent, license, permit, waiver, approval, authorization or other action of, by or with respect to, or registration, declaration or filing with, any court or governmental authority, department, commission, board, bureau, agency or instrumentality, domestic ...or foreign, or any other person or entity, which has not yet been obtained or (B) violate or conflict with any law or any agreement entered into by it. 1 (b) Consultant shall comply with all applicable state, federal and local laws and executive orders and regulations in the performance of this Agreement. Consultant shall notify Nephros immediately if the Consultant's work becomes the subject of a government audit or investigation. Consultant represents that the Consultant has not been indicted or convicted of fraud or any other felony arising out of a contract with the federal government. (c) Consultant will not engage in any activity, which represents a conflict of interest, or the appearance of a conflict of interest, in the performance of this Agreement. Consultant represents and warrants that it has read, understands and will comply with FAR 9.5 "Organizational and Consultant Conflicts of Interest." Consultant will immediately advise Nephros in writing prior to divulging any information that may violate this regulation. View More

Representations Warranties and Covenants. (a) Lessee represents and warrants to Lessor that: (i) the execution and delivery by Lessee of this Agreement, any Lease and any Certificate of Acceptance are duly authorized on the part of Lessee and constitute valid obligations binding upon, and enforceable against, Lessee; (ii) neither the execution and delivery of this Agreement, any Lease or any Certificate of Acceptance, nor the due performance thereof by Lessee, including the commitment to pay (and payment of) Rent, will result in any bre...ach of, or constitute a default under, or violation of, Lessee's constitutive documents, or any material agreement to which Lessee is a party or by which Lessee is bound that relates to the subject matter hereof, including without limitation that certain Loan and Security Agreement dated as of December 23, 2016 by and among Plug Power Inc., NY Green Bank, as lender, and certain other parties thereto, as the same may be amended, amended and 21 restated, supplemented or otherwise modified from time to time; (iii) Lessee is duly incorporated, validly existing and in good standing in its state of incorporation and in any jurisdiction where the Equipment is located; and (iv) no material approval, consent or withholding of objection is required from any governmental authority or entity with respect to the entering into, or performance of this Agreement, any Lease or any Certificate of Acceptance by Lessee. (b) Lessee has provided to Lessor true and correct copies of its constitutive documents, authorizing resolutions for the transactions contemplated hereby, and a certificate of incumbency, each certified by a duly appointed officer of Lessee. (c) Lessee shall not amend, modify, supplement, assign, transfer or terminate any Project Document (including the Power Purchase Agreement), in each case, that affects any Equipment subject to a Lease or enter into any agreement with respect to any Equipment after the date of the applicable Lease, in each case, in a manner materially adverse to Lessor without the prior written consent of Lessor (which consent shall not be unreasonably withheld), it being understood and agreed that Lessee shall not renew (or request renewal of or consent to a renewal of) the term of any Project Document (including the Power Purchase Agreement), that affects any Equipment subject to a Lease without the prior written consent of Lessor (which consent shall not been unreasonably withheld). (d) Lessee will use its commercially reasonable efforts to enforce its rights under each Project Document (including the Power Purchase Agreement) and shall take or omit to take any action thereunder as directed by Lessor from time to time. View More

Representations Warranties and Covenants. (a) Obligations of the Company. The Company hereby covenants and agrees: (i) The Company shall take all such actions as may be necessary to ensure that all such Warrant Shares are issued without violation by the Company of its Certificate of Incorporation or Bylaws, any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares may be listed at the time of such exercise (excep...t for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). (ii) The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, that the Company shall not be required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Warrant Shares to any Person other than the Warrant Holders, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid. (b) Representation and Warranties of the Warrant Holders. The Warrant Holders represent and warrant that each Warrant Holder is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Act. The Warrant Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Act. View More