Representations Contract Clauses (5,578)

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. (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 of Cherubim Interests CromSat and VICT Cape Point represent to the other others as follows: a. Authority. 10.1. CromSat and Cape Point are corporations, duly organized, validly existing, and in good standing under the laws of the State of Florida and Mexico with all requisite corporate power, authority, and legal right to own its property and conduct its business as now conducted and as contemplated under this Agreement. 10.2. Each is duly qualified to do business in each jurisdiction in... which the nature of its properties or its business requires such qualification and in which the failure to so qualify would materially adversely affect its business or financial condition. 10.3. The execution, delivery, and performance by each of party to this Agreement and the performance by each party 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 provision of law or regulation, or any writ or decree of any court or governmental instrumentality or their respective articles, bylaws, or other organizational documents or other agreement of either, or any other 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. 10.4. 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. 10.5. No Adverse Effects. approval or consent of, or filing with, any governmental authority is required to be obtained or effected by either party in connection with its execution, delivery, and performance of this Agreement. 10.6. 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. 10.7. 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 thereunder 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. 10.8. 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. 10.9. Each party has obtained or shall obtain in respect of this Agreement and the transactions contemplated hereby, on or prior to the date hereof, all governmental permissions, rights, licenses, and permits, if any, to carry out the transactions contemplated thereby. Neither party has received notice of any violation of any applicable law, regulation, order, or requirement which would have a materially adverse effect on its business or on the transactions contemplated by this Agreement, and which has not been complied with or corrected in all material respects. View More

Representations. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that: 3.1. The Borrower is in compliance with all of the terms, covenants and conditions of the Credit Agreement, as amended by this Amendment, and all of the terms, covenants and conditions of each of the other Loan Documents. 3.2. There exists no Default or Event of Default. 3.3. The representations and warranties contained in Article IV of the Credit Agreement are, except to the extent that they relate... solely to an earlier date, true with the same effect as though such representations and warranties had been made on the date hereof. 3.4. The Borrower has full corporate or other organizational power and authority to execute, deliver and perform its obligations under this Amendment and the Replacement Revolver Notes (as hereinafter defined) and to incur the obligations provided for herein and therein, herein, all of which have been duly authorized by all proper and necessary corporate action. No consent or approval of the stockholders of the Borrower which has not been obtained and no consent or approval of, notice to or filing with, any public authority which has not been obtained or made is required as a condition to the validity of this Amendment or the Replacement Revolver Notes. Amendment. 3.5. This Amendment and the Replacement Revolver Notes constitute constitutes the valid and legally binding obligations of the Borrower, enforceable in accordance with their respective its terms, except as the enforceability hereof or thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 3.6. There are no actions, suits, proceedings or investigations pending or, so far as the officers of the Borrower know, threatened before any court or administrative agency that, in the opinion of the officers of the Borrower, will materially adversely affect (i) the financial condition or operations of the Borrower, or (ii) the ability of the Borrower to execute or deliver this Amendment or the Replacement Revolver Notes, Amendment, or to carry out the terms of the Credit Agreement, as amended by this Amendment, or the Replacement Revolver Notes. Amendment. 3.7. There is no charter, by-law, or other organizational document provision of the Borrower and no provision of any existing mortgage, lease, indenture, contract, or agreement binding on the Borrower or affecting its property that would conflict with or in any way prevent the execution or delivery of this Amendment or the Replacement Revolver Notes, Amendment, or the carrying out of the terms of the Credit Agreement, as amended by this Amendment, or the Replacement Revolver Notes. Amendment. View More

Representations. Assignor represents and warrants to Assignee that (i) Assignor is the owner of all of the Assignor's right, title and interests of the Buyer (as defined in in, to and under the Purchase Agreement) (the "Buyer's Interest"), Agreement (collectively, the "Assignor's Interest") and Assignor has not assigned or encumbered the Buyer's Assignor's Interest except pursuant to this Assignment , (ii) the Purchase Agreement is in full force and effect, (iii) Assignor is not in default under any provision... of the Purchase Agreement, (iv) to the best of Assignor's knowledge, there is no default by the Seller (as defined in the Purchase Agreement) under the Purchase Agreement, (v) Assignor will execute such further assurances with respect to the Purchase Agreement as may be reasonably requested by Assignee, and (vi) the Purchase Agreement has not been amended or modified except as described herein. View More

Representations. I acknowledge that I have received, read and understand the Plan and my Non-Qualified Stock Non-Statutory Option Award Agreements, Agreement, which together govern the terms of my option(s) Option and their its exercise. I have also read the current Plan prospectus, the Corporation's Company'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.