AGENCY’s Representations and Warranties. AGENCY represents and warrants to FORTE:
15.2.1 If applicable, with respect to all Transactions originated by FORTE on behalf of AGENCY, (i) each Transaction in all respects has been properly authorized by Receiver; (ii) each Transaction is for an amount agreed to by the Receiver; and (iii) AGENCY shall provide proof of Authorization in compliance with applicable Rules for any Transaction to FORTE upon request within five (5) Business Banking Days.
15.2.2 AGENCY agrees to adhere to the warranties within the applicable Rules for each Transaction FORTE processes on AGENCY’s behalf.
AGENCY’s Representations and Warranties. In addition to the representations and warranties found elsewhere in this Agreement, Agency represents and warrants that:
a. It is duly organized, if it is a non-natural person, and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Agency is organized or domiciled and that Agency will not offer Contracts or any interests in any Accounts relating thereto for sale in any state or jurisdiction where such Contracts or any interests in any Accounts relating thereto may not be legally sold or where Agency is not qualified to act as an insurance agent.
b. It shall take all necessary action to ensure that no individual shall offer or sell the Contracts on behalf of Agency in any state or other jurisdiction unless such individual is duly appointed as an agent of Agency (or is itself the Agency), duly licensed and appointed as an agent of the Company and appropriately licensed, registered or otherwise qualified to offer and sell the Contracts to be offered and sold by such individual under the insurance laws of such state or jurisdiction. Agency understands that certain states may require that a special variable contracts examination be passed by each agent before he or she can solicit applications for the Contracts.
c. It is empowered under applicable laws and by Agency's organizational documents, if applicable, to enter into this Agreement and perform all activities and services of Agency provided for herein and that there are no impediments, prior or existing, regulatory, self-regulatory, administrative, civil or criminal matters affecting Agency's ability to perform under this Agreement.
d. All requisite actions have been taken to authorize Agency to enter into and perform this Agreement.
e. It is not, at the time of the execution of this Agreement, subject to any enforcement action or other proceeding with respect to its activities under applicable state or federal laws, rules or regulations. Agency further agrees to provide Broker and Distributor, upon request, all reasonable information requested concerning any inspection, enforcement action or other proceeding with respect to Agency's activities under applicable state or federal laws, rules or regulations.
AGENCY’s Representations and Warranties. Agency makes the --------------------------------------- following representations and warranties as of the date of this Lease and agrees that such representations and warranties shall survive and continue thereafter:
AGENCY’s Representations and Warranties. Agency warrants and represents that:
9.1 Agency shall perform the Services in accordance with professional standards of care, skill and diligence reasonably employed by persons in the business of providing similar services, provided that Agency shall not be liable for delay, omission or error in any advertisement in the absence of wilful fault or neglect.
9.2 Agency owns or has the right to use all intellectual property used by it in connection with its performance of the Services, and deliverables provided by Agency hereunder shall not infringe any intellectual property rights of any third party.
9.3 Agency shall exercise its best professional judgment in the preparation and placement of all advertising and publicity for Client, with a view to avoiding any claims, proceedings or suits being made or instituted against Client.
AGENCY’s Representations and Warranties. Each of Agency’s representations and warranties set forth in Section 6.2 shall be true and correct in all material respects as of the Closing Date.
AGENCY’s Representations and Warranties. All of Agency’s representations and warranties set forth in this Section 6.2 shall be true upon the Effective Date and shall be deemed to be repeated at and as of the Closing and shall survive the Closing for a time period of one year. Agency represents and warrants to Buyer that:
AGENCY’s Representations and Warranties. Agency represents and warrants to OHA that:
(1) Agency has the power and authority to enter into and perform this Agreement;
(2) This Agreement, when executed and delivered, shall be a valid and binding obligation of Agency enforceable in accordance with its terms;
(3) Agency has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Agency will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with standards prevalent in Agency’s industry, trade or profession;
(4) Agency shall, at all times during the term of this Agreement, be qualified, professionally competent, and duly licensed to perform the Service; and
(5) Agency prepared its proposal related to this Agreement, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty.
AGENCY’s Representations and Warranties. Agency represents and warrants to NWC that Agency and any individual Agency it employs or contracts with to perform any of Agency‘s obligations under this Agreement:
a. Shall have and maintain all licenses, permits, certifications and authorizations required to perform Agency’s obligations under this Agreement.
b. Has not been convicted of any criminal felony involving dishonesty, breach of trust or a violation of the Violent Crime Control and Law Enforcement Act of 1994, as amended (18 USC §§ 1033- 1034), unless Agency or such person has obtained the specific written consent of the appropriate state insurance regulatory official. All representations and warranties of the Agency contained in this Agreement will be true, accurate and complete at the time of execution of this Agreement and throughout the term of this Agreement.
AGENCY’s Representations and Warranties. Agency represents and warrants to Seller that the statements set forth in this section (i) are true and correct as of the date of this Agreement, (ii) shall be true and correct at the Closing, and (iii) shall survive the Closing.
AGENCY’s Representations and Warranties. Agency represents and warrants that: (i) it is, and shall remain, in compliance with all applicable laws, regulations, and ordinances, all obligations in the Implementation Guide, and all representations made to APCO; and (ii) that the content, materials, and intellectual property supplied and utilized by Agency do not infringe the trademark, copyright, patent, or other rights of any third party.
