Representations Contract Clauses (5,578)

Representations. (a) The parties hereto hereby represent that they each have the authority to enter into this Agreement, and the Executive hereby represents to the Company that the execution of, and performance of duties under, this Agreement shall not constitute a breach of or otherwise violate any other agreement to which the Executive is a party. (b) The Executive hereby represents to the Company that he will not utilize or disclose any confidential information obtained by the Executive in connection with... his former employment with respect to this duties and responsibilities hereunder. View More

Representations. (a) The parties hereto hereby represent that they each have the authority to enter into this Agreement, and the Executive hereby represents to the Company that the execution of, and performance of duties under, this Agreement shall not constitute a breach of or otherwise violate any other agreement to which the Executive is a party. (b) The Executive hereby represents to the Company that he will not utilize or disclose any confidential information obtained by the Executive in connection with... his former employment with respect to this duties and responsibilities hereunder. View More

Representations. (a) The parties hereto hereby represent that they each have the authority to enter into this Agreement, and the Executive hereby represents to the Company that the execution of, and performance of duties and responsibilities under, this Agreement shall not constitute a breach of or otherwise violate any other agreement to which the Executive is a party. (b) The Executive hereby represents party, including any non-competition obligations to the Company that he will not utilize or disclose any... confidential information obtained by the Executive in connection with his former employment with respect to this duties and responsibilities hereunder. a previous employer. View More

Representations. (a) The parties hereto hereby represent that they each have the authority to enter into this Agreement, and the Executive hereby represents to the Company that the execution of, and performance of duties under, this Agreement shall not constitute a breach of or otherwise violate any other agreement to which the Executive is a party. (b) The Executive hereby represents to the Company that he will not utilize or disclose any confidential information obtained by the Executive in connection with... his former employment with respect to this duties and responsibilities hereunder. View More

Representations. (a) The parties hereto hereby represent that they each have the authority to enter into this Agreement, and the Executive hereby represents to the Company that the execution of, and performance of duties under, this Agreement shall not constitute a breach of or otherwise violate any other agreement to which the Executive is a party. (b) The Executive hereby represents to the Company that he will not utilize or disclose any confidential information obtained by the Executive in connection with... his former employment with respect to this duties and responsibilities hereunder. View More

Representations. (a) The parties hereto hereby represent that they each have the authority to enter into this Agreement, and the Executive hereby represents to the Company that the execution of, and performance of duties and responsibilities under, this Agreement shall not constitute a breach of or otherwise violate any other agreement to which the Executive is a party. (b) The Executive hereby represents party, including any non-competition obligations to the Company that he will not utilize or disclose any... confidential information obtained by the Executive in connection with his former employment with respect to this duties and responsibilities hereunder. a previous employer. View More

Representations. Each Borrower represents and agrees that: 2.1Except as expressly modified or waived in this Amendment, (i) the representations and warranties set forth in the Agreement and in each of the Loan Documents remain true and correct in all material respects, except to the extent that they expressly speak as of a specific prior date, and the Schedule to the Agreement remains true and correct in all material respects, and (ii) the covenants set forth in the Agreement continue to be satisfied in all... respects, and are legal, valid and binding obligations with the same force and effect as if entirely restated in this Amendment. 2.2When 3.1When executed, this Amendment will be a duly authorized, legal, valid, and binding obligation of Borrowers enforceable in accordance with its terms, and will not conflict with or violate any of a Borrower's formation documents or any agreement, instrument, law, or order to which a Borrower or any material portion of its assets is subject or bound. 2.3The 3.2The corporate resolutions delivered to Bank in connection with this Amendment remain in full force and effect, have not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, the officers named therein continue to hold those offices, and each Borrower continues to be in good standing under the laws of the state of its incorporation. 2.4After 3.3After giving effect to this Amendment, there is no default continuing under the Agreement, or any related document, agreement, or instrument, and no event has occurred or condition exists that is or, with the giving of notice or lapse of time or both, would be such a default. View More

Representations. Each Borrower represents and Company agrees that: 2.1Except (a) Except as expressly modified or waived in this Amendment, (i) (a) the representations and warranties set forth in the Letter Agreement and in each of the Loan Documents related document, agreement, and instrument remain true and correct in all material respects, except to the extent that they expressly speak as of a specific prior date, and the Schedule to the Agreement remains true and correct in all material respects, and (ii) (b) the covenants set forth in the Letter Agreement continue to be satisfied in all respects, and are legal, valid and binding obligations with the same force and effect as if entirely restated in this Amendment. 2.2When (b) When executed, this Amendment will be a duly authorized, legal, valid, and binding obligation of Borrowers Company enforceable in accordance with its terms, terms. (c) The Corporate Resolutions and will not conflict with or violate any Incumbency Certification of a Borrower's formation documents or any agreement, instrument, law, or order to which a Borrower or any material portion the Company dated as of its assets is subject or bound. 2.3The corporate resolutions delivered to Bank in connection with this Amendment remain December 23, 2011 remains in full force and effect, have has not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, the officers named therein continue to hold those offices, and each Borrower the Company continues to be in good standing under the laws of the state of its incorporation. 2.4After giving effect to this Amendment, there Alberta. (d) There is no default continuing under the Letter Agreement, or any related document, agreement, or instrument, and no event has occurred or condition exists that is or, with the giving of notice or lapse of time or both, would be such a default. View More

Representations. To induce Administrative Agent and Required Lenders to enter into this Amendment, Borrower Representative hereby represent and warrant as follows 4.1 The representations and warranties of Borrower's Representative contained in the Agreement are true and correct in all material respects as of the date of this Amendment (except for such representations and warranties referring to another date, which representations and warranties are true and correct in all material respects as of such date). 4.2... Prior to and upon execution and delivery of this Amendment, no 4.2No Event of Default has occurred and is continuing. 4.3 or presently exists. 4.3Such Borrower Representative has the power and authority to execute and deliver this Amendment and to perform its obligations under the Agreement, as amended by this Amendment. 4.4 The 4.4The execution and delivery by such Borrower Representative of this Amendment and the performance by Borrowers such Borrower of their respective its obligations under the Agreement (a) have been duly authorized by all necessary action on the part of such Borrower, and (b) will not contravene (i) any law or regulation binding on or affecting such Borrower, (ii) any material contractual restriction with a Person binding on any such Borrower, (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on a such Borrower, or (iv) the Operating Documents of such Borrower. 4.5 The 4.5The execution and delivery by such Borrower Representative of this Amendment and the performance by Borrowers such Borrower of their respective its obligations under the Agreement Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or subdivision thereof, binding on any such Borrower, except as already has been obtained or made. 4.6 This Amendment has been duly executed and delivered by Borrower Representative and is the binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application relating to or affecting creditors' rights and by general equitable principles. View More

Representations. To induce Administrative Agent and Required Lenders to enter into this Amendment, Borrower Representative hereby represent and warrant as follows 4.1 The representations and warranties of Borrower's Representative contained in the Agreement are true and correct in all material respects as of the date of this Amendment (except for such representations and warranties referring to another date, which representations and warranties are true and correct in all material respects as of such date). 4.2... Prior to and upon execution and delivery of this Amendment, no Event of Default has occurred and is continuing. 4.3 Borrower Representative has the power and authority to execute and deliver this Amendment and to perform its obligations under the Agreement, as amended by this Amendment. 4.4 The execution and delivery by Borrower Representative of this Amendment and the performance by Borrowers Borrower of their respective its obligations under the Agreement and the other Loan Documents to which it is a party, in each case, as amended by this Amendment (as applicable), (a) have been duly authorized by all necessary action on the part of such Borrower, and (b) do not and will not contravene (i) any law or regulation binding on or affecting such Borrower, applicable laws, (ii) any material contractual restriction in any material agreement with a Person binding on any Borrower, (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, Governmental Authority binding on a Borrower, or (iv) the Operating Documents of such Borrower. 4.5 Borrower's organizational documents. 4.3 The execution and delivery by Borrower Representative of this Amendment and the performance by Borrowers Borrower of their respective its obligations under the Agreement and the other Loan Documents to which it is a party, in each case, as amended by this Amendment (as applicable), do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or subdivision thereof, binding on any Borrower, Governmental Authority, except as already has been obtained or made. 4.6 4.4 This Amendment has been duly executed and delivered by Borrower Representative and is the binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application relating to or affecting creditors' rights and by general equitable principles. View More

Representations. Each person executing this Agreement hereby represents and warrants on behalf of himself/herself and of the entity/individual on whose behalf he/she is executing the Agreement that he/she is authorized to represent and bind the entity/individual on whose behalf he/she is 1 executing the Agreement. Executive Employee specifically represents and warrants to the Company that he/she reasonably believes (a) he/she is not under any contractual or other obligations that would prevent, limit or impair ... class="diff-color-red">Executive's Employee's performance of his/her obligations under this Agreement and (b) that entering into this Agreement will not result in a breach of any other agreement to which he/she is a party. Executive Employee acknowledges that Executive Employee has been given the opportunity to consult with legal counsel and seek such advice and consultation as Executive Employee deems appropriate or necessary. View More

Found in ACCURAY INC contract

Representations. Each person executing this Agreement hereby represents and warrants on behalf of himself/herself and of the entity/individual on whose behalf he/she is executing the Agreement that he/she is authorized to represent and bind the entity/individual on whose behalf he/she is 1 executing the Agreement. Executive Employee specifically represents and warrants to the Company that he/she reasonably believes (a) he/she is not under any contractual or other obligations that would prevent, limit or impair ... class="diff-color-red">Executive's Employee's performance of his/her obligations under this Agreement and (b) that entering into this Agreement will not result in a breach of any other agreement to which he/she is a party. Executive Employee acknowledges that Executive Employee has been given the opportunity to consult with legal counsel and seek such advice and consultation as Executive Employee deems appropriate or necessary. View More

Found in ACCURAY INC contract

Representations. To induce Administrative Agent and Required Lenders to enter into this Amendment, Borrower Representative hereby represent and warrant as follows 4.1 The representations and warranties of Borrower's Representative contained in the Agreement are true and correct in all material respects as of the date of this Amendment (except for such representations and warranties referring to another date, which representations and warranties are true and correct in all material respects as of such date). 4.2... Prior to and upon execution and delivery of this Amendment, no 4.2No Event of Default has occurred and is continuing. 4.3 or presently exists. 4.3Such Borrower Representative has the power and authority to execute and deliver this Amendment and to perform its obligations under the Agreement, as amended by this Amendment. 4.4 The 4.4The execution and delivery by such Borrower Representative of this Amendment and the performance by Borrowers such Borrower of their respective its obligations under the Agreement (a) have been duly authorized by all necessary action on the part of such Borrower, and (b) will not contravene (i) any law or regulation binding on or affecting such Borrower, (ii) any material contractual restriction with a Person binding on any such Borrower, (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on a such Borrower, or (iv) the Operating Documents of such Borrower. 4.5 The 4.5The execution and delivery by such Borrower Representative of this Amendment and the performance by Borrowers such Borrower of their respective its obligations under the Agreement Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or subdivision thereof, binding on any such Borrower, except as already has been obtained or made. 4.6 This Amendment has been duly executed and delivered by Borrower Representative and is the binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application relating to or affecting creditors' rights and by general equitable principles. View More

Representations. To induce Administrative Agent and Required Lenders to enter into this Amendment, Borrower Representative hereby represent and warrant as follows 4.1 The representations and warranties of Borrower's Representative contained in the Agreement are true and correct in all material respects as of the date of this Amendment (except for such representations and warranties referring to another date, which representations and warranties are true and correct in all material respects as of such date). 4.2... Prior to and upon execution and delivery of this Amendment, no Event of Default has occurred and is continuing. 4.3 Borrower Representative has the power and authority to execute and deliver this Amendment and to perform its obligations under the Agreement, as amended by this Amendment. 4.4 The execution and delivery by Borrower Representative of this Amendment and the performance by Borrowers Borrower of their respective its obligations under the Agreement and the other Loan Documents to which it is a party, in each case, as amended by this Amendment (as applicable), (a) have been duly authorized by all necessary action on the part of such Borrower, and (b) do not and will not contravene (i) any law or regulation binding on or affecting such Borrower, applicable laws, (ii) any material contractual restriction in any material agreement with a Person binding on any Borrower, (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, Governmental Authority binding on a Borrower, or (iv) the Operating Documents of such Borrower. 4.5 Borrower's organizational documents. 4.3 The execution and delivery by Borrower Representative of this Amendment and the performance by Borrowers Borrower of their respective its obligations under the Agreement and the other Loan Documents to which it is a party, in each case, as amended by this Amendment (as applicable), do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or subdivision thereof, binding on any Borrower, Governmental Authority, except as already has been obtained or made. 4.6 4.4 This Amendment has been duly executed and delivered by Borrower Representative and is the binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application relating to or affecting creditors' rights and by general equitable principles. View More

Representations. Each Borrower represents and agrees that: 2.1Except as expressly modified or waived in this Amendment, (i) the representations and warranties set forth in the Agreement and in each of the Loan Documents remain true and correct in all material respects, except to the extent that they expressly speak as of a specific prior date, and the Schedule to the Agreement remains true and correct in all material respects, and (ii) the covenants set forth in the Agreement continue to be satisfied in all... respects, and are legal, valid and binding obligations with the same force and effect as if entirely restated in this Amendment. 2.2When 3.1When executed, this Amendment will be a duly authorized, legal, valid, and binding obligation of Borrowers enforceable in accordance with its terms, and will not conflict with or violate any of a Borrower's formation documents or any agreement, instrument, law, or order to which a Borrower or any material portion of its assets is subject or bound. 2.3The 3.2The corporate resolutions delivered to Bank in connection with this Amendment remain in full force and effect, have not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, the officers named therein continue to hold those offices, and each Borrower continues to be in good standing under the laws of the state of its incorporation. 2.4After 3.3After giving effect to this Amendment, there is no default continuing under the Agreement, or any related document, agreement, or instrument, and no event has occurred or condition exists that is or, with the giving of notice or lapse of time or both, would be such a default. View More

Representations. Each Borrower represents and Company agrees that: 2.1Except (a) Except as expressly modified or waived in this Amendment, (i) (a) the representations and warranties set forth in the Letter Agreement and in each of the Loan Documents related document, agreement, and instrument remain true and correct in all material respects, except to the extent that they expressly speak as of a specific prior date, and the Schedule to the Agreement remains true and correct in all material respects, and (ii) (b) the covenants set forth in the Letter Agreement continue to be satisfied in all respects, and are legal, valid and binding obligations with the same force and effect as if entirely restated in this Amendment. 2.2When (b) When executed, this Amendment will be a duly authorized, legal, valid, and binding obligation of Borrowers Company enforceable in accordance with its terms, terms. (c) The Corporate Resolutions and will not conflict with or violate any Incumbency Certification of a Borrower's formation documents or any agreement, instrument, law, or order to which a Borrower or any material portion the Company dated as of its assets is subject or bound. 2.3The corporate resolutions delivered to Bank in connection with this Amendment remain December 23, 2011 remains in full force and effect, have has not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, the officers named therein continue to hold those offices, and each Borrower the Company continues to be in good standing under the laws of the state of its incorporation. 2.4After giving effect to this Amendment, there Alberta. (d) There is no default continuing under the Letter Agreement, or any related document, agreement, or instrument, and no event has occurred or condition exists that is or, with the giving of notice or lapse of time or both, would be such a default. View More

Representations. You 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 you the Representatives will be binding upon all the Underwriters. 31 34 18. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

Representations. You 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 you the Representatives jointly or by Credit Suisse will be binding upon all the Underwriters. 31 18. 20 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

Representations. You 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 you the Representatives will be binding upon all the Underwriters. 31 34 18. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

Representations. You 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 you the Representatives jointly or by Credit Suisse will be binding upon all the Underwriters. 31 18. 20 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.