Representations Contract Clauses (5,578)

Representations. a. Landlord's Representations. As of the Effective Date, Landlord hereby represents and warrants that: (a) to the best of Landlord's knowledge all Building systems serving the Fourth Amendment Expansion Premises, including without limitation all building fire protection, HVAC, electrical, and mechanical systems, are in good working order; and (b) to the best of Landlord's knowledge, the Fourth Amendment Expansion Premises is in conformity with all applicable building codes, permits, laws, and... regulations, including, without limitation, the Americans with Disabilities Act. 11 b. Tenant's Representations. Tenant hereby represents and warrants, to best of Tenant's knowledge, to Landlord that as of the Effective Date: (a) all of Tenant's estate, right, title and interest in and to the Lease is free and clear of assignments, sublettings, liens and encumbrances; (b) the Lease is in full force and effect; (c) Tenant is presently in possession of the Existing Premises and is paying the Base Rent, Additional Rent and any other charges or sums due under the Lease with respect to the Existing Premises; (d) the Lease has not been modified, supplemented or amended in any way, except as may be set forth in this Amendment; (e) Tenant is not aware of any actionable defenses, claims or set-offs under the Lease against rents or charges due or to become due thereunder; and (f) that this Amendment has been duly authorized, executed and delivered by and on behalf of Tenant and constitutes the valid and binding agreement of Tenant in accordance with the terms hereof. View More

Representations. a. Landlord's Representations. As of the Effective Date, Landlord hereby represents and warrants that: (a) to the best of Landlord's knowledge all Building systems serving the Fourth Amendment Expansion Premises, including without limitation all building fire protection, HVAC, electrical, and mechanical systems, are in good working order; and (b) to the best of Landlord's knowledge, the Fourth Amendment Expansion Premises is in conformity with all applicable building codes, permits, laws, and... regulations, including, without limitation, the Americans with Disabilities Act. 11 b. Tenant's Representations. Tenant hereby represents and warrants, to best of Tenant's knowledge, to Landlord that as of the Effective Date: (a) all of Tenant's estate, right, title and interest in and to the Lease is free and clear of assignments, sublettings, liens and encumbrances; (b) the Lease is in full force and effect; (c) Tenant is presently in possession of the Existing Premises and is paying the Base Rent, Additional Rent and any other charges or sums due under the Lease with respect to the Existing Premises; (d) the Lease has not been modified, supplemented or amended in any way, except as may be set forth in this Amendment; (e) Tenant is not aware of any actionable defenses, claims or set-offs under the Lease against rents or charges due or to become due thereunder; and (f) that this Amendment has been duly authorized, executed and delivered by and on behalf of Tenant and constitutes the valid and binding agreement of Tenant in accordance with the terms hereof. View More

Representations. Executive represents and warrants to the Company, and Executive acknowledges that the Company has relied on such representations and warranties in employing Executive, that neither Executive's duties as an employee of the Company nor Executive's performance in accordance with the terms of this Agreement will breach any other obligations of Executive, including under any other agreement to which Executive is a party, including, without limitation, any agreement limiting the use or disclosure of... any information acquired by Executive prior to Executive's employment by the Company. Executive represents and warrants that Executive has not willfully or knowingly misrepresented or withheld any material fact that the Company would reasonably need to make an informed decision regarding an offer of employment to Executive. In addition, Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing Executive, and that Executive has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. View More

Representations. Executive represents and warrants to the Company, and Executive acknowledges that the Company has relied on such representations and warranties in employing Executive, that neither Executive's duties as an employee of the Company nor Executive's performance in accordance with the terms of this Agreement will breach any other obligations of Executive, including under any other agreement to which Executive is a party, including, without limitation, any agreement limiting the use or disclosure of... any information acquired by Executive prior to Executive's employment by the Company. Executive represents and warrants that Executive has not willfully or knowingly misrepresented or withheld any material fact that the Company would reasonably need to make an informed decision regarding an offer of employment to Executive. In addition, Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing Executive, and that Executive has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. View More

Representations. MFA and the Executive each represent and warrant that it or he is fully authorized and empowered to enter into this Agreement and that its entering into this Agreement and the performance of its or his obligations under this Agreement will not violate any agreement between to which it or he is a party.

Representations. MFA and the Executive each represent and warrant that it or he is fully authorized and empowered to enter into this Agreement and that its entering into this Agreement and the performance of its or his obligations under this Agreement will not violate any agreement between to which it or he is a party.

Representations. Assignor represents, warrants, covenants and agrees that (i) it has good right and authority to make this Assignment, (ii) it has not executed or granted any amendment or modification to the Lease, either oral or written, and Exhibit "A" is a true and complete copy of the Lease, (iii) it has fully performed all of the terms, covenants and conditions required of it under the Lease through the Effective Date, (iv) as of the Effective Date Assignor will be current on all Rent due to Landlord under... the Lease and will not be in default of the Lease, and (v) Landlord has fully performed all of its obligations under the Lease through the Effective Date and Assignor knows of no default now existing under the Lease by Landlord. 1 6. Indemnification. Notwithstanding anything to the contrary stated in this Assignment, Assignor hereby agrees to indemnify, protect, defend and hold Landlord and Assignee, jointly and severally, harmless from and against any and all claims, actions, losses, damages, costs and expenses (including without limitation attorney fees and costs), whether or now yet known, arising out of, in connection with or accruing under the Lease from any direct or indirect act or omission of Assignor occurring at any time prior to the Effective Date. View More

Representations. Assignor represents, warrants, covenants and agrees that (i) it has good right and authority to make this Assignment, (ii) it has not executed or granted any amendment or modification to the Lease, either oral or written, and Exhibit "A" is a true and complete copy of the Lease, (iii) it has fully performed all of the terms, covenants and conditions required of it under the Lease through the Effective Date, (iv) as of the Effective Date Assignor will be current on all Rent due to Landlord under... the Lease and will not be in default of the Lease, and (v) Landlord has fully performed all of its obligations under the Lease through the Effective Date and Assignor knows of no default now existing under the Lease by Landlord. 1 6. Indemnification. Notwithstanding anything to the contrary stated in this Assignment, Assignor hereby agrees to indemnify, protect, defend and hold Landlord and Assignee, jointly and severally, harmless from and against any and all claims, actions, losses, damages, costs and expenses (including without limitation attorney fees and costs), whether or now yet known, arising out of, in connection with or accruing under the Lease from any direct or indirect act or omission of Assignor occurring at any time prior to the Effective Date. View More

Representations. I acknowledge that I have received, read and understand the Plan and my Non-Qualified Stock Option Award Agreements, which together govern the terms of my option(s) and their exercise. I have also read the current Plan prospectus, the Corporation's latest annual report to stockholders and the other public reports and information incorporated by reference into the prospectus in making my decision to exercise my options.

Representations. I acknowledge that I have received, read and understand the Plan and my Non-Qualified Stock Option Award Agreements, which together govern the terms of my option(s) and their exercise. I have also read the current Plan prospectus, the Corporation's latest annual report to stockholders and the other public reports and information incorporated by reference into the prospectus in making my decision to exercise my options.