Warranties and Representations Sample Clauses

Warranties and Representations. The Contractor warrants and represents that:

Warranties and Representations. The Contractor warrants and represents that:- ‫it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its parent company) to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of the Contractor; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; it is not subject to any contractual obligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; in the three (3) years prior to the date of the Contract: ‫it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer warrants and represents to DFS that at all times: (a) such Account is genuine; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5

Warranties and Representations. Contractor represents and warrants that its services provided for under the terms of this Agreement will be of good quality and consistent with the professional skill and care ordinarily provided by professionals performing the same or similar service and such services and materials shall be provided in accordance with generally accepted industry standards. Additionally, Contractor represents and warrants the following:

Warranties and Representations. 9.3.1 The Supplier warrants and represents that:-

Warranties and Representations. 4.1 The Supplier warrants, represents and undertakes to the Customer that:

Warranties and Representations. 8.1 The Supplier warrants represents and undertakes to the Authority and to each of the Other Contracting Bodies that:

Warranties and Representations. The Service Provider warrants and represents that:

Warranties and Representations. The SERVICE PROVIDER warrants and represents that: it has full capacity and authority and all necessary consents to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the SERVICE PROVIDER; this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with its own established internal procedures; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered Services by the CLIENT; it has taken and shall continue to take all steps, in accordance with good industry practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law. Both the CLIENT...

Warranties and Representations. The Covenantor warrants, represents and undertakes to the Company, Xxxxxxx Xxxxxx and RBC that any Disposal made by it during the Restricted Period and the Orderly Marketing Period shall be in compliance with U.S. Securities Laws and any other applicable laws.