Warranties and Representations Contract Clauses (90)

Warranties and Representations. Borrower Parties warrant and represent to Lender that:(a) Each Borrower Party is duly organized, validly existing, and in good standing under the laws of its state of organization and is duly qualified as a foreign entity and is currently in good standing in each state in which such qualification is required for the conduct of its business as it is currently being conducted (including, as applicable, the state where the Property is located). (b) Each Borrower Party has full authority and due cap...acity to execute, deliver, and perform this Agreement and all documents, instruments and agreements executed in connection herewith to which it is a party. Such execution, delivery, and performance has been duly authorized as required under such Borrower Party's organizational documents (if any) or under applicable law, and the individuals and entities executing this Agreement on such Borrower Party's behalf have been duly authorized and empowered to bind such Borrower Party by such execution. (c) This Agreement has been duly executed and delivered to Lender by each Borrower Party and is valid, binding, and enforceable against each of them in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (d) Neither the execution and delivery of this Agreement nor the performance of its terms and compliance with its conditions will conflict with or result in a breach of any of the terms, conditions or provisions of or constitute a violation or default under any organizational document of such Borrower Party or any contract, agreement, or to the knowledge of each Borrower Party, applicable law, regulation, judgment, writ, order or decree to which such Borrower Party or the Property is subject. (e) All documents and information furnished by any Borrower Party to Lender with respect to the Loan in connection with this Agreement are complete and accurate in all material respects, and none contains any misrepresentation or misstatement of a material fact or omits to state a material fact. (f) To the Best of Borrower's Knowledge, no Event of Default has occurred and is continuing under any Loan Document. View More

Warranties and Representations. I make to you the following warranties and representations which will continue as long as this Note is in effect: A.Power. I am duly organized, and validly existing and in good standing in all jurisdictions in which I operate. I have the power and authority to enter into this transaction and to carry on my business or activity as it is now being conducted and, as applicable, am qualified to do so in each jurisdiction in which I operate. B.Authority. The execution, delivery and performance of thi...s Note and the obligation evidenced by this Note are within my powers, have been duly authorized, have received all necessary governmental approval, will not violate any provision of law, or order of court or governmental agency, and will not violate any agreement to which I am a party or to which I am or any of my Property is subject. C.Name and Place of Business. Other than previously disclosed in writing to you l have not changed my name or principal place of business within the last 10 years and have not used any other trade or fictitious name. Without your prior written consent, I do not and will not use any other name and will preserve my existing name, trade names and franchises. View More

Warranties and Representations. Advisor's advisory services are provided on a best efforts basis and are based on his personal experience and expertise.There are no guarantees, warranties or representations of any kind that Advisor's advice or services will produce any specific results for the benefit of the Company.Actual results may substantially and materially differ from those suggested by Advisor.Advisor represents and warrants to Company that (a) he is under no contractual restriction or other restrictions or obligations... that are inconsistent with this Agreement, the performance of his duties and the covenants hereunder, and (b) he is under no physical or mental disability that would interfere with his keeping and performing all of the agreements, covenants and conditions to be kept or performed hereunder. View More

Warranties and Representations. Executive hereby warrants and represents that: A. Executive has carefully read and fully understands the comprehensive terms and conditions of this Agreement and the release set forth therein; B. Executive is executing this Agreement knowingly and voluntarily, without any duress, coercion, or undue influence by the Company, its representatives, or any other person; C. Executive has had ample opportunity to consult with legal counsel of his/her own choice before executing this Agreement; D. Execu...tive has pending no claim, complaint, grievance or any document with any federal or state agency or any court seeking money damages or relief against the Released Parties. E. The Severance Payments recited above constitute good and valuable consideration for this release; F. Executive is fully satisfied with the terms and conditions of this Agreement including, without limitation, the consideration paid to Executive by the Company; G. Executive is not waiving rights or claims that may arise after the date this Agreement is executed; H. Except as specifically provided herein, Executive has been paid all compensation owed to Executive by the Company; I. Executive has had the right to consider the terms of this Agreement for a full 21 days and Executive hereby waives any and all rights to any further review period; and J. Executive has the right to revoke this Agreement within seven (7) calendar days after signing it (the "Revocation Period") by providing prior to the expiration of the Revocation Period, written notice of revocation by hand delivery or facsimile transmission, to [name, title, address, email]. If Executive revokes this Agreement during the Revocation Period, the Company's obligations and Executive's obligations shall become null and void in their entirety.25 15. Entire Agreement; Severability of Terms. This Agreement, together with the COC Agreement, the terms of which are incorporated herein by reference, contain the complete, entire understanding of the parties hereto concerning the subject matter hereof. In executing this Agreement, neither party relies on any term, condition, promise, or representation other than those expressed herein. This Agreement supersedes all prior and contemporaneous oral and written agreements, with the exception of the COC Agreement, and discussions with respect to the subject matter hereof. This Agreement may be amended or modified only by written agreement signed by both parties hereto. If any provision of this Agreement is determined to be invalid or otherwise unenforceable, then that invalidity or unenforceability will not affect any other provision of this Agreement, which will continue and remain in full force and effect. View More

Warranties and Representations. (a) Seller hereby warrants and represents to Purchaser that Seller has the full right, power, and authority to enter into and perform this Agreement; and no consent, approval, order or authorization of any court or other governmental entity is required to be obtained by Seller in connection with the execution and delivery of this Agreement or the performance hereof by Seller. 6 (b) Seller hereby warrants and represents to Purchaser that attached hereto as Exhibit C is a true and accurate summary... of all unrecorded encumbrances created by Seller and currently affecting the Property (the "Unrecorded Encumbrances"). The Unrecorded Encumbrances remain in full force and effect and have not been modified or amended, except as indicated. To Seller's actual knowledge, no event or condition exists or has occurred which with notice, the passage of time or otherwise would constitute a default or event of default under any of the Unrecorded Encumbrances. (c) Seller hereby warrants and represents to Purchaser that attached hereto as Exhibit D is a true and accurate summary of all timber cutting agreements currently affecting the Property (the "Timber Cutting Agreements"). To Seller's actual knowledge, no event or condition exists or has occurred which with notice, the passage of time or otherwise would constitute a default or event of default under any of the Timber Cutting Agreements. Seller shall work with Purchaser to cause the termination of each of the Timber Cutting Agreements to which Purchaser (or an affiliate of Purchaser) is a party at or before Closing subject to the provisions of Section 11(f). Seller shall use its best efforts to terminate at or before Closing that certain Timber Cutting Agreement described on Exhibit D as Cont. #474-13-12 (the "Green Bay Agreement"). In the event the Green Bay Agreement is not terminated at or before Closing, Seller shall assign the Green Bay Agreement to Purchaser at Closing. (d) Purchaser hereby warrants and represents to Seller that Purchaser has the full right, power and authority to enter into and perform this Agreement; and no consent, approval, order or authorization of any court or other governmental entity is required to be obtained by Purchaser in connection with the execution and delivery of this Agreement or the performance hereof by Purchaser. (e) Purchaser hereby warrants and represents to Seller that Purchaser has available or has binding subscriptions for, and will at the Closing have available, sufficient funds to pay the Purchase Price and to pay all other amounts payable by Purchaser pursuant to this Agreement. (f) Purchaser hereby warrants and represents to Seller that Purchaser, or an affiliate of Purchaser, is a party to each of the Timber Cutting Agreements noted on Exhibit D which describe "Buyer" as "Deltic". To Purchaser's actual knowledge, no event or condition exists or has occurred which with notice, the passage of time or otherwise would constitute a default or event of default under any of the Timber Cutting Agreements to which Purchaser, or an affiliate of Purchaser is a party. Purchaser shall work with Seller to cause the termination of the Timber Cutting Agreements to which Purchaser, or an affiliate of Purchaser, is a party at or before Closing subject to the provisions of Section 11(f). During the term of this Agreement, Purchaser shall continue to cut, harvest, remove or otherwise exercise its rights to the timber located on the Property in accordance with that certain Timber Cutting Agreement referenced on Exhibit D and described as Cont. #474-13-11 in order to complete all work under such agreement at or before Closing. 7 10. Brokerage Commission. Seller and Purchaser warrant each to the other that they have not dealt with any real estate broker or salesperson with regards to this transaction. Seller shall indemnify and hold Purchaser harmless from all claims, losses, liabilities and expenses (including but not limited to reasonable attorneys' fees and court costs actually incurred) which Purchaser may incur on account of any claim which may be asserted against Purchaser, whether or not meritorious, by any broker or other person on the basis of any agreements made or alleged to have been made by or on behalf of Seller. Purchaser shall indemnify and hold Seller harmless from all claims, losses, liabilities and expenses (including but not limited to reasonable attorneys' fees and court costs actually incurred) which Seller may incur on account of any claim which may be asserted against Seller, whether or not meritorious, by any broker or other person on the basis of any agreements made or alleged to have been made by or on behalf of Purchaser. This paragraph 10 shall survive for a period of five (5) years following the Closing or any termination, cancellation or expiration of this Agreement. View More

Warranties and Representations. Executive hereby represents and warrants to the Company that: (a) Executive acknowledges and agrees that Executive considers the restrictions set forth in Sections 1(c), 7 and 8 hereof to be reasonable both individually and in the aggregate, and that the duration, geographic scope, extent and application of each of such restrictions are no greater than is necessary for the protection of the Company's legitimate interests. It is the desire and intent of Executive and the Company that the provisio...ns of Sections 1(c), 7 and 8 shall be enforced to the fullest extent possible under the laws and public policies applied in each jurisdiction in which enforcement is sought. The Company and Executive further agree that if any particular provision or portion of Sections 1(c), 7 and 8 shall be adjudicated to be invalid or unenforceable, such adjudication shall apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. The Company and Executive further agree that in the event that any restriction herein shall be found to be void or unenforceable but would be valid or enforceable if some part or parts thereof were deleted or the period or area of application reduced, such restriction shall apply with such modification as may be necessary to make it valid, and Executive and the Company empower a court of competent jurisdiction to modify, reduce or otherwise reform such provision(s) in such fashion as to carry out the parties' intent to grant the Company the maximum allowable protection consistent with the applicable law and facts. (b) In the event a court of competent jurisdiction or the arbitrator in accordance with Section 11(j) (collectively a "Court") has determined that Executive has materially violated the provisions of Section 1(c), 7 or 8 of this Agreement, the running of the time period of such provisions so violated shall be automatically suspended as of the date of such violation and shall be extended for the period of time from the date such violation commenced through the date that the Court determines that such violation has permanently ceased. (c) Executive is not now under any obligation of a contractual or quasi- contractual 12 nature known to Executive that is inconsistent or in conflict with this Agreement or that would prevent, limit or impair the performance by Executive of Executive's obligations hereunder. The Company acknowledges that the Company has reviewed the limitations of Executive's post-employment obligations in Executive's employment agreement and equity award agreements with his current employer, and that such post-employment obligations shall not be considered to limit or impair Executive's performance of his obligations hereunder. (d) Executive has been or has had the opportunity to be represented by legal counsel in the preparation, negotiation, execution and delivery of this Agreement and understands fully the terms and provisions hereof. View More