Acknowledgment and Warranties Sample Clauses

Acknowledgment and Warranties. Representations & warranties 23.1 Each party represents and warrants to the other that: (a) (registration) it is a company duly registered and validly existing under the laws of the country of its registration; (b) (corporate power) it has the corporate power to enter into and perform its obligations under this agreement and to carry out the transaction contemplated in this agreement; (c) (corporate action) it has taken all necessary corporate action to authorise the entry into and performance of this agreement and to carry out the transaction contemplated by this agreement; (d) (binding obligation) this document is its valid and binding obligation; and (e) (no contravention) neither the execution and performance by it of this agreement nor any transaction contemplated under this agreement will violate in any respect any provision of: (i) its constituent documents; or (ii) any other document, agreement or other arrangement binding upon it or its assets. Disclaimer 23.2 Each party acknowledges that: (a) it has relied on its own enquiries in respect of all matters relating to this agreement and has not relied on any representation, warranty, condition or statement made by or on behalf of any other party other than as set out in this agreement; (b) any conditions or warranties which may otherwise be implied by law into this agreement are expressly excluded to the extent permitted by law; and (c) each party releases the other party from all actions, claims, demands and liability which it may have or claim to have, or but for this release, it might have had against the other party arising out of any representation, warranty, covenant or provision not set out or referred to in this agreement.
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Acknowledgment and Warranties. (a) The State acknowledges that in respect of the Brisbane Casino-Hotel Complex the Company has— (i) performed at its own cost the Works set out in Part A of Schedule II; and (ii) paid to the Local Government the cost of the Works set out in Part B of Schedule II. (b) Subject to clause 15(g), the parties acknowledge that compliance by the Company with the provisions of clause 16 shall in no manner whatsoever compel or require the Company to carry out any additional Works or to make any financial contributions to any Public Sector Entities in respect of the Use or Development of the Brisbane Hotel-Casino Complex which are in addition to those provided for in clause 17(a). This clause does not affect the rights of a Public Sector Entity to require the payment of— (i) a levy or charge of general application; or (ii) a fee for a service provided by that Public Sector Entity in relation to Works.
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Acknowledgment and Warranties. (1) The State acknowledges that in respect of the Breakwater Island Casino-Hotel Complex, the Trustee made the financial contributions and performed the Work which are set out in Schedule 2 in the manner and for the purposes referred to in Schedule 2. (2) Subject to clause 15(8), the parties acknowledge that compliance by the Trustee with the provisions of clause 16 shall in no manner whatsoever compel or require the Trustee to carry out any additional Work or to make any financial contributions to any Public Sector Entities in respect of the Use or Development of the Breakwater Island Casino-Hotel Complex which are in addition to those provided for in clause 17(1). This clause does not affect the rights of a Public Sector Entity to require the payment of— (a) a levy or charge of general application; or (b) a fee for a service provided by that Public Sector Entity in relation to Work.
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Acknowledgment and Warranties. Each of the parties that is a company represents and warrants to the other parties that: (a) it is a company duly registered and validly existing under the laws of its place of incorporation or registration; (b) it has the corporate power to enter into and perform its obligations under this document and to carry out the transactions contemplated by this document; (c) it has taken all necessary corporate action to authorise the entry into and performance of this document and to carry out the transactions contemplated in this document; (d) its obligations under this document are valid and binding and enforceable against it in accordance with their terms; (e) on receipt of any money belonging to the Company it will promptly notify the other Shareholders and pay the money to the Company; (f) it is responsible for any sales, invoicing, creditor or collection functions before the Effective Date; (g) it has taken and will continue to take all steps reasonably necessary or desirable in order to protect and enhance its intellectual property in the medical waste disposal equipment used in the Business including, without limitation: (i) carrying out at its expense appropriate research and development; (ii) paying any royalty or other payment required in order to maintain any technology licence; (h) it will ensure that the Company will engage Transition Group to provide strategic marketing and finance advice to the Company until 30 April 2008; (i) that the parties may, at their respective discretions, outsource the manufacture of the medical waste disposal equipment provided that such outsourcing does not materially prejudice the efficient operation of the Business.
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Acknowledgment and Warranties. You expressly acknowledge and warrant, to and in favour of the Company, that: ● You have the legal capacity and have taken all necessary corporate action required to be empowered and authorised to enter into this Agreement; ● This Agreement constitutes a valid and binding agreement on you and enforceable against you in accordance with the terms of this Agreement; ● The execution of this Agreement and the performance of your obligations hereunder does not and shall not: ○ Contravene any law or regulation to which that you are subject; or ○ Contravene any provision of your constitutional documents (where applicable); or ○ Conflict with or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on you. ● To the best of your knowledge and belief, you are not aware of the existence of any fact or circumstance that may impair your ability to comply with all of your obligations in terms of this Agreement; ● You are not relying upon any statement or representation by or on behalf of any other party, except those expressly set forth in this Agreement; ● You have been free to secure independent legal and other professional advice (including financial and taxation advice) as to the nature and effect of all of the provisions of this Agreement and that you have either taken such independent advice or have dispensed with the necessity of doing so; ● All of the provisions of this Agreement and the restrictions herein contained are fair and reasonable in all the circumstances and are in accordance with the Party’s intentions. ● You are fully familiar with the Company’s most recent Athletica Policy and shall comply with any applicable Athletica Policy; ● You shall not misrepresent any information to any other party using Athletica; ● You shall comply with the laws of the specific country at all times while using Athletica; ● Use of Athletica and/or the Athletica Services is entirely at your own risk; ● Athletica Services are provided on an "as is" or "as available" basis, without any warranties of any kind; ● The Company does not warrant, endorse, guarantee, or assume responsibility for any products or service advertised or offered by a third party through Athletica or featured in any banner or other advertising on Athletica; ● The Company makes no representations or warranties that Athletica is appropriate for use in other locations. Accessing or making use of Athletica from any jurisdiction is done so a...
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Acknowledgment and Warranties. 11.1 By hiring a Vehicle from us you are deemed to have accepted this Agreement. This Agreement is deemed to have been entered into when you request a reservation. You warrant that the information contained in the Rental Document is true and correct and that the credit card details provided (if any) are those of the Hirer named on the Rental Document (not the Additional Drivers). 11.2 You acknowledge that we give no express warranty in relation to the motor vehicle other than those conditions and warranties implied by statute, which cannot be excluded, restricted or modified, such as those under VOSA. Where we are permitted to limit liability under those statutes for breach of an implied condition or warranty you agree that our liability is limited to replacement, repair or re-supply of the Vehicle. All other warranties, conditions and other obligations which may be otherwise implied are expressly excluded in their entirety. The Company is not liable to you for any indirect, special, incidental or consequential damages relating to this Agreement.
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Acknowledgment and Warranties. 10.1 By booking or hiring a Camper from us you are deemed to have accepted this Agreement. You are agreeing that you have read, or had a chance to read these terms & the agreement is deemed to have been entered into when you request a reservation. You warrant that the information contained in the Rental Agreement is true and correct and that the credit card details provided (if any) are those of the Hirer named on the Rental Agreement (not the Additional Drivers). 10.2 You acknowledge that we give no express warranty in relation to the motor Camper other than those conditions and warranties implied by statute, which cannot be excluded, restricted or modified, such as those under VOSA. Where we are permitted to limit liability under those statutes for breach of an implied condition or warranty you agree that our liability is limited to replacement, repair or re-supply of the Camper. All other warranties, conditions and other obligations which may be otherwise implied are expressly excluded in their entirety. The Company is not liable to you for any indirect, special, incidental or consequential damages relating to this Agreement.
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Acknowledgment and Warranties 
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Related to Acknowledgment and Warranties

  • Assignor’s Representations and Warranties Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.

  • Further Representations and Warranties EMPLOYEE acknowledges that this is an employment position and represents that he will perform his duties and functions herein in a timely, competent and professional manner. EMPLOYEE represents and warrants that he will be fair in his dealing with COMPANY and will not knowingly do anything against the interests of COMPANY.

  • GRANTOR'S REPRESENTATIONS AND WARRANTIES Grantor warrants that: (a) this Agreement is executed at Borrower's request and not at the request of Lender; (

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

  • Reaffirmation of Representations and Warranties Each acceptance by it of an offer for the purchase of Notes, and each delivery of Notes to an Agent pursuant to a sale of Notes to such Agent as principal, shall be deemed to be an affirmation that the representations and warranties of the Corporation contained in this Agreement and in any certificate theretofore delivered to such Agent pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or his agent, or to such Agent, of the Note or Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to each such time).

  • Ratifications Representations and Warranties (a) The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect. Borrower and the Banks agree that the Credit Agreement, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with its terms. (b) To induce the Banks to enter into this Amendment, the Borrower ratifies and confirms each representation and warranty set forth in the Credit Agreement as if such representations and warranties were made on the even date herewith, and further represents and warrants (i) that there has occurred since the date of the last financial statements delivered to the Banks no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect, (ii) that no Event of Default exists on the date hereof, and (iii) that the Borrower is fully authorized to enter into this Amendment. THE BORROWER ACKNOWLEDGES THAT THE CREDIT AGREEMENT PROVIDES FOR A CREDIT FACILITY THAT IS COMPLETELY DISCRETIONARY ON THE PART OF THE BANKS AND THAT THE BANKS HAVE ABSOLUTELY NO DUTY OR OBLIGATION TO ADVANCE ANY REVOLVING LOAN OR TO ISSUE ANY LETTER OF CREDIT. THE BORROWER REPRESENTS AND WARRANTS TO THE BANKS THAT THE BORROWER IS AWARE OF THE RISKS ASSOCIATED WITH CONDUCTING BUSINESS UTILIZING AN UNCOMMITTED FACILITY.

  • Other Representations and Warranties CMSI represents and warrants to the Senior Underwriter that: (a) Each of the offered senior certificates will, when issued, be a “mortgage related security,” as defined in section 3(a)(41) of the Exchange Act, and each of the offered senior certificates, when validly authenticated, issued and delivered in accordance with the Pooling Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the Pooling Agreement. (b) Compliance by CMSI with the provisions of this Agreement and the Pooling Agreement do not, and will not on the closing date, conflict with CMSI’s certificate of incorporation or by-laws or any contract to which CMSI is a party. (c) On the closing date, each of this Agreement and the Pooling Agreement will have been duly authorized, executed and delivered by CMSI and, assuming the valid execution of such agreements by the other parties, each such agreement will constitute a valid and binding agreement of CMSI enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equity principles. (d) CMSI has been duly organized and is validly existing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus.

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that: (a) The Fund is a “Qualified Purchaser” within the meaning of Investment Company Act of 1940; and (b) The Fund is a “Qualified Eligible Person” as defined in CFTC Rule 4.7, and is either a member of, or exempt from any requirement to become a member of, the National Futures Association, and will maintain and renew such membership or exemption during the term of this Agreement. Further, the Adviser and the Sub-Adviser agree as follows: (c) The Adviser acknowledges that the Sub-Adviser has been authorized to invest in derivatives for the Fund in accordance with the Fund’s investment objective and policies as stated in the Registration Statement. To the extent so authorized, the Adviser agrees that the Sub-Adviser, on the Fund’s behalf, and on such terms as the Sub-Adviser deems appropriate, with prior telephonic or email notice to and in consultation with the Adviser, may take any all such steps as may be required or permitted by the rules and regulations and/or by appropriate market practice to engage in derivatives transactions, including entering into ISDA agreements, clearing agreements, completing documentation, including documentation for clearing facilities, making representations and granting, and providing or executing counterparty documentation and account opening documentation on the Fund’s behalf, on such terms as the Sub-Adviser deems appropriate, in consultation with the Adviser. (d) Further, subject to the limitations under the 1940 Act, the Adviser on request of the Sub-Adviser or the Sub-Adviser may, acting as agent on the Fund’s behalf, agree to a collateral mechanism with counterparties in the market and instruct the custodian to advance cash or securities as collateral to an account designated by the Fund’s custodian and counterparty, broker and/or futures commission merchant (“FCM”) (as applicable) to meet margin/collateral payments if and to the extent required by the rules of exchanges or markets on which such instruments are dealt or as may have been agreed in any master agreement or other contract with a counterparty, including with respect to agency MBS collateral. The Adviser authorizes the Sub-Adviser, to the extent required by regulatory agencies or market practice, to reveal its and/or the Fund’s identity and address to any counterparty, broker or FCM through which or with which financial derivatives and foreign exchange instruments are traded or cleared. The Sub-Adviser may use such clearing firm as it deems appropriate to clear its derivatives transactions. The Adviser covenants that the Fund has full capacity to invest in financial derivatives and foreign exchange instruments. (e) The Sub-Adviser (which is registered with the CFTC as a Commodity Trading Adviser) intends to operate the Fund as an exempt account under CFTC Rule 4.5. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS AGREEMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMODITY FUTURES TRADING COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS AGREEMENT.

  • Representation and Warranties Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law.

  • Pledgor’s Representations and Warranties Each of the Pledgors respectively represents and warrants to the Pledgee as follows: 7.1 The Pledgors are PRC citizens with full legal capacity, having full civil rights and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

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