Additional Warranties and Representations. 3.1. Contractor represents and warrants that it, its employees, and its subcontractors and their employees, shall at all times have the required levels of familiarity with the Project Site and the Work, training, and ability to comply fully with all applicable law and contract requirements for safe and expeditious performance of the Work, including whatever training is or may be required regarding the activities to be performed (including, but not limited to, all training required to address adequately the actual or potential dangers of Contract performance).
3.2. Contractor represents and warrants that it, its employees, and its subcontractors and their employees, shall at all times have and maintain in good standing any and all certifications and licenses required by applicable federal, State, and other governmental and quasi-governmental requirements applicable to the Work.
3.3. Contractor represents and warrants that it has studied carefully all requirements of the Specifications regarding procedures for demolition, hazardous waste abatement, or safety practices, specified in the Contract, and prior to submitting its bid, has either (a) verified to its satisfaction that the specified procedures are adequate and sufficient to achieve the results intended by the Agreement, or (b) by way of approved "or equal" request or request for clarification and written Addenda, secured changes to the specified procedures sufficient to achieve the results intended by the Agreement. Contractor accepts the risk that any specified procedure will result in a completed Project in full compliance with the Agreement.
Additional Warranties and Representations. 11.10.8.1. Contractor represents and warrants that it, its employees, and its subcontractors and their employees, shall at all times have the required levels of familiarity with the Project Site(s) and the Work, training, and ability to comply fully with all applicable law and contract requirements for safe and expeditious performance of the Work, including whatever training is or may be required regarding the activities to be performed (including, but not limited to, all training required to address adequately the actual or potential dangers of Contract performance).
11.10.8.2. Contractor represents and warrants that it, its employees, and its subcontractors and their employees, shall at all times have and maintain in good standing any and all certifications and licenses required by applicable federal, state, and other governmental and quasi-governmental requirements applicable to the Work.
11.10.8.3. Contractor represents and warrants that it has studied carefully all requirements of the Specifications regarding procedures for demolition, hazardous waste abatement, or safety practices, specified in the Contract, and prior to submitting its bid, has either (a) verified to its satisfaction that the specified procedures are adequate and sufficient to achieve the results intended by the Contract Documents, or (b) by way of approved "or equal" request or request for clarification and written Addenda, secured changes to the specified procedures sufficient to achieve the results intended by the Contract Documents. Contractor accepts the risk that any specified procedure will result in a completed Project in full compliance with the Contract Documents.
Additional Warranties and Representations. Guarantor warrants and represents to CDF that: (a) Guarantor has good title to all Collateral; (b) CDF's security interest in the Collateral financed by CDF for Dealer or Guarantor is not now and will not become subordinate to the security interest or claim of any person; (c) Guarantor will execute all documents CDF requests to perfect and maintain CDF's security interest in the Collateral, and will cause all third parties in possession of Collateral to provide such acknowledgment or control of CDF's security interest as CDF may require; (d) Guarantor will deliver to CDF immediately upon each request, and CDF may retain, each Certificate of Title or Statement of Origin issued for Collateral financed by CDF for Dealer or Guarantor; (e) Guarantor will at all times be duly organized, existing, in good standing, qualified and licensed to do business in each jurisdiction in which the nature of its business or property so requires; (f) Guarantor has the right and is duly authorized to enter into this Guaranty; (g) Guarantor's execution of this Guaranty does not, and will not, constitute a breach of any law or agreement to which Guarantor is now or hereafter becomes bound; (h) there are and will be no actions or proceedings pending or threatened against Guarantor which might result in any material adverse change in Guarantor's financial or business condition; (i) Guarantor will maintain the Collateral in good condition; (j) Guarantor has duly filed and will duly file all tax returns required by law, and will pay when due all taxes, levies, assessments and governmental charges;
Additional Warranties and Representations. With respect to any grain purchases financed by a loan made pursuant to this Supplement, the Company warrants and represents that: (i) the Seller has entered into a Sale/Repurchase Agreement with the Company (the Seller is described as “Merchant” in the Sale/Repurchase Agreement); (ii) the Sale/Repurchase Agreement is valid and enforceable; (iii) the Seller has complied with all requirements imposed on the Seller by the terms of the Sale/Repurchase Agreement, including fully hedging the subject grain and fully insuring the subject grain against casualty loss; (iv) the Company has complied with all requirements imposed on the Company by the terms of the Sale/Repurchase Agreement; (v) no changes to the Sale/Repurchase Agreement have been made unless approved in writing by CoBank; (vi) the Company has no knowledge that any of the Seller’s warranties and representations in the Sale/Repurchase Agreement (including those in Article 6) are or may not be true in all material respects; (vii) there is and has been no default under the Sale/Repurchase Agreement; and (viii) the Sale/Repurchase Agreement does not conflict with, or require the consent of any party to, any other agreement to which the Company is a party or by which it or its property may be bound or affected, and does not conflict with any provision of the Company’s bylaws, articles of incorporation, or other organizational documents.
Additional Warranties and Representations. 19.1 Innovex and TMC warrant and represent to the other that they have the full right and authority to enter into this Master Agreement and that there is no impediment that would inhibit their ability to perform their respective obligations under this Master Agreement or any Work Order.
19.2 Innovex and TMC agree to perform their obligations hereunder in a timely, professional and competent manner. Innovex additionally shall use its best efforts and exercise due care and sound business judgment in performing the services.
19.3 TMC warrants and represents that it has the right to use all U.S. patent, trademark or other intellectual property rights necessary for the unimpeded manufacture, use and sale of TMC Products in the Territory.
Additional Warranties and Representations. Each Party, solely with respect to such Party and not with respect to any other Party, warrants and represents to the other Party that:
7.2.1 Such Party and such Party’s investment advisors, if any, have carefully reviewed and understand the risks of, and other considerations relating to, the purchase of an interest in HSRE-ESP.
7.2.2 Such Party is acquiring such Party’s interest in HSRE-ESP for investment purposes only for its own account, and not with a view to the resale, assignment, pledge, mortgage, hypothecation, transfer or distribution of all or any part thereof. No other person will have any direct or indirect beneficial interest in or right to such Party’s interest in HSRE-ESP.
7.2.3 Such Party: (1) is authorized and otherwise duly qualified to purchase and hold interests in HSRE-ESP; and
Additional Warranties and Representations. 6.2.1. Neither you nor your music publishing designee, nor anyone acting on your and/or your music publishing designee's behalf (A) has received or will receive an advance, loan or other payment from a performing rights society, record company or other third party which is recoupable from or otherwise subject to offset against monies which would otherwise be collectible by us hereunder, (B) is presently subject to any so-called "controlled compositions" clause under a recording agreement or (C) is presently subject to any provision of a recording agreement which would allow a record company to charge any amount against mechanical royalties.
6.2.1.1. Notwithstanding the foregoing, we shall comply with the licensing requirements of the "controlled compositions" clause of any recording or producing agreement into which you have entered into or may enter subsequent to the date of this Agreement, provided such other agreement contains the following:
(A) for "top-line" LPs, the applicable mechanical rate in the United States is not less than 3/4ths of the minimum statutory compulsory mechanical license rate in effect on the date of initial recording of the first record embodying a specific SC. However, with respect to the digital distribution of records embodying SC’s, the applicable mechanical rate shall not be less than 100% of the then-current rate established by the Copyright Royalty Board;
(B) the per-record maximums are not less than 10 times such rate in the case of full-length records (with your reasonable efforts to secure in such recording agreement payment on 50% of LP-length "free goods"), 3 times such rate in the case of 12" singles, and 2 times such rate in the case of 7" singles or cassette singles;
(C) no advances or other charges under the recording agreement are recoupable from, or capable of being offset against, mechanical royalties in respect of SC’s (with the exception of budget overruns and union late-payment penalties);
(D) accounting provisions providing for the rendition of quarter-annual accountings and payments; and
(E) with respect to all licenses other than mechanical licenses, such licenses shall be subject to rates no less favorable than the then-current rates established by the Copyright Royalty Board.
6.2.1.2. If (and to the extent that) one or more of the standards set forth above is not met, and/or in the event of any recoupment and/or offset pursuant to subsection 6.2.1.1.(C), above, we shall nonetheless calculate our share o...
Additional Warranties and Representations. To induce Agent and Banks to enter into, in addition to the representations and warranties set forth in the Loan Documents and the other instruments, agreements and documents otherwise referred to herein, Company Affiliates severally and collectively represent and warrant to Agent and Banks that:
(A) Each Company Affiliate has the corporate power, authority and capacity to enter into and perform its liabilities and obligations under and all related instruments, agreements and documents, and to incur the indebtedness herein and therein provided for, and has taken all proper and necessary corporate action to authorize the execution, delivery and performance of and related instruments, agreements and documents;
(B) This Amendment is valid, binding and enforceable against Company Affiliates in accordance with its terms; and
(C) No consent, approval or authorization of, or filing, registration or qualification with, any person or entity (including, without limitation, any shareholder or creditor of any Company Affiliates) is required to be obtained by any Company Affiliate in connection with the execution and delivery of or any related instrument, agreement or document, or undertaking or performance of any obligation hereunder or thereunder.
Additional Warranties and Representations. To induce Bank to enter into this Fourth Amendment, Borrower represents and warrants to Bank that:
(A) Borrower has the power, authority and capacity to enter into and perform this Fourth Amendment, the Twelfth Replacement Revolving Loan Note and all related instruments, agreements and documents, and to incur the Obligations herein and therein provided for, and Borrower has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Fourth Amendment, the Twelfth Replacement Revolving Loan Note and related instruments, agreements and documents;
(B) This Fourth Amendment is, and the Twelfth Replacement Revolving Loan Note when delivered will be, valid, binding and enforceable against Borrower in accordance with their respective terms; and
(C) No consent, approval or authorization of, or filing, registration or qualification with, any Person is required to be obtained by Borrower in connection with the execution and delivery of this Fourth Amendment, the Twelfth Replacement Revolving Loan Note or any related instrument, agreement or document, or undertaking or performance of any Obligation hereunder or thereunder.
Additional Warranties and Representations. (1) For purposes of assigning non-employee workers to an Alcatel-Lucent facility, Subcontractor shall only assign Subcontractor employees (for tax reporting purpose to federal, state, and local authorities) and shall warrant and represent to Alcatel-Lucent that the Subcontractor Personnel are such employees of Subcontractor and are under no contractual restriction that would prohibit them from performing Services for Alcatel-Lucent.
(2) Notwithstanding the above, if any of Subcontractor Personnel are subcontracts or are not employees of Subcontractor, Subcontractor shall indemnify Alcatel-Lucent from any failure on the part of the subcontractor to pay required income and social taxes for the assigned Subcontractor Personnel as required by Federal, country, state and local law.
(3) Subcontractor represents and warrants that all Subcontractor Personnel used to provide the Services are either citizens of the United States or have a current authorization to work in the United States.
