Representations Contract Clauses (5,531)

Representations. Each of Cherubim Interests and VICT represent to the other as follows: a. Authority. The execution, delivery, and performance by each of this Agreement and the performance by each of its obligations hereunder (i) are within their respective power and authority; (ii) have been duly authorized by all necessary action on the part of their respective governing bodies; (iii) will not contravene any agreement, instrument, or undertaking binding upon either or any of their respective assets; and (iv)... will not contravene any agreements with any of lenders or investors of either. b. Binding Effect. This Agreement has been duly executed and delivered by each party and constitutes the valid, legal, and binding obligation of each party, enforceable in accordance with its terms. c. No Adverse Effects. There is no pending or, to my knowledge, threatened action, suit or proceeding or investigation before any court, board of arbitration or arbitrator, governmental body, agency, instrumentality, or official against or affecting either party, the outcome of which, if adversely determined, would have a material adverse effect on its business or assets or could adversely impair the ability of either party to fully perform its obligations under this Agreement. 2 d. No Other Agreements. Neither party is a party to any agreement or instrument or subject to any restriction having a materially adverse effect on its business, operations, property, assets, or condition, financial or other, or its ability to perform its obligations under this Agreement or any agreement or instrument hereunder and is not in default in the performance, observance, or fulfillment of the material obligations, covenants, or agreements contained in any agreement or instrument or by which any of its property or assets is bound. e. No Defaults. Neither party is in default under any applicable order, writ, injunction, or decree of any court, governmental department, board, or agency, or instrumentality of any arbitrator. View More

Representations. The Mortgagor represents and warrants that (i) no default or event of default currently exists under the Original Mortgage and (ii) no condition exists which with the giving of notice or the passage of time, or both, would result in such a default or event of default.

Representations. Tenant hereby represents and warrants to Landlord that Tenant (i) is not in default of any of its obligations under the Lease and that such Lease is valid, binding and enforceable in accordance with its terms, (ii) has full power and authority to execute and perform this First Amendment, and (iii) has taken all action necessary to authorize the execution and performance of this First Amendment.

Representations. The Representatives will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters. Luxor Capital Group, LP will act for the Selling Stockholders in connection with such transactions, and any action under or in respect of this Agreement taken by Luxor Capital Group, LP will be binding upon all the Selling Stockholders.

Representations. (a) The Executive represents that he has full authority to enter into this Agreement and is not under any contractual restraint which would prohibit him from satisfactorily performing his duties to the Company under this Agreement. (b) The Executive acknowledges that the Company has indicated to the Executive that he is free to seek advice from independent counsel with respect to this Agreement, and the Executive has obtained such advice. The Executive is not relying on any representation or... advice from the Company or any MBI Party regarding this Agreement, its content or effect, including any tax effects of the transactions described herein. View More

Representations. Employee agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. Employee represents that Employee's performance of and under all the terms of this Agreement will not breach any other agreement to keep in confidence proprietary information acquired by Employee in confidence or in trust prior to Employee's engagement with 2tor. Employee has not entered into, and Employee agrees not to enter into, any oral or written agreement in conflict... herewith. View More

Representations. Each party hereto hereby represents and warrants to the other parties that: (a) each party is a corporation or partnership, as applicable, duly organized, validly existing, and in good standing under the laws of the state of its incorporation or formation, as applicable; (b) the execution, delivery and performance of this Agreement by such party is within its corporate or trust powers, as applicable, has been duly authorized by all necessary corporate or trust action, as applicable, has... received all necessary consents and approvals (if any shall be required), and does not and will not contravene or conflict with any provisions of law or of the charter or by-laws, or trust agreement, as applicable, of such party or of any material agreement binding upon such party or its property; and (c) this Agreement will be a legal, valid and binding obligation of each party, enforceable against it in accordance with its terms. In addition, the Company represents and warrants that to the best of its knowledge, except as set forth herein no Default or Event of Default under the Note has occurred and is continuing. View More

Representations. Executive acknowledges that the benefits afforded him under the terms of this Agreement exceed any legal obligation of Aspen and provide valid consideration for the General Release contained in this Agreement, and the parties attest that no other representations were made regarding this Agreement other than those contained herein.

Representations. Each of the Borrower and Holdings represents and warrants to the Administrative Agent and the Lenders that: (a)Power and Authority. Each of the Borrower and the other Credit Parties have the power and authority to execute, deliver and perform the terms and provisions of this Amendment, the Credit Agreement, as amended by this Amendment, and the Guarantee and Collateral Agreement, as amended by this Amendment, and have taken all necessary corporate action to duly authorize the execution,... delivery and performance of this Amendment. Each of this Amendment, the Credit Agreement, as amended by this Amendment, and the Guarantee and Collateral Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of the Borrower and Holdings enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles. (b)No Violation. The execution, delivery and performance by the Borrower and the other Credit Parties of this Amendment, and compliance by them with the terms and provisions of the Credit Agreement, as amended by this Amendment, and the Guarantee and Collateral Agreement, as amended by this Amendment: (i) will not contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or federal, state or local Governmental Authority, (ii) will not conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the property or assets of any Credit Party pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other agreement, contract or instrument, to which any Credit Party is a party or by which they or any of their property or assets is bound or to which they may be subject or (iii) will not violate any provision of the certificate or articles of incorporation or bylaws of the Borrower, Holdings or any other Credit Party. -17- (c)Governmental Approvals. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for those that have otherwise been obtained or made on or prior to the date of the effectiveness of this Amendment and which remain in full force and effect on such date), or exemption by, any Governmental Authority, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of this Amendment by the Borrower or Holdings or (ii) the legality, validity, binding effect or enforceability of the Credit Agreement, as amended by this Amendment, or the Guarantee and Collateral Agreement, as amended by this Amendment, against the Borrower or Holdings. (d)No Default. No Default or Event of Default has occurred and is continuing as of the date hereof and no Default or Event of Default will exist immediately after giving effect to this Amendment. (e)No Impairment. The execution, delivery, performance and effectiveness of this Amendment will not: (a) impair the validity, effectiveness or priority of the Liens granted pursuant to any Credit Document, and such Liens continue unimpaired with the same priority to secure repayment of all of the applicable Obligations, whether heretofore or hereafter incurred, and (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. (f)Credit Parties. The list of signatories to the Reaffirmation represents a true, correct and complete list of all Persons who are required by the terms of the Credit Documents to be or to become a Credit Party as of the date hereof. View More

Representations. Borrower and each Borrower-Related Party hereby represent and warrant to Lender that (i) the execution, delivery and performance of this Agreement and the other Loan Documents have been authorized by all requisite action on the part of Borrower and each Borrower-Related Party, and concurrently with the execution of this Agreement, Borrower and each Borrower-Related Party have delivered to Lender resolutions of the general partner and managers and members of Borrower and each Borrower-Related... Party, as the case may be, authorizing this Agreement and the transactions contemplated hereby, and (ii) after giving effect to this Agreement, no Event of Default has occurred and is continuing and no event or condition has occurred that with the giving of notice or lapse of time or both would constitute an Event of Default under the Loan Documents. View More