Assurances and Warranties. 16.1 You covenant with us that:
(a) Your business is financially solvent and has good sound property and pasture able to support our rearing requirements and has adequate ability and capacity and facilities available to carry out the work specified; and
(b) Financial statements and information will be promptly supplied upon request by us; and
(c) All financial statements and information provided to us at any time before or during the term of this Agreement are and will be true and accurate; and
(d) All rentals and rates on the Land (or other grazing property approved in writing by us for the purpose) where the StockCo Livestock is held will be paid up to date and you will keep the Stock from being taken under any legal process; and
(e) Should the StockCo Livestock be seized by a third person or taken out of your possession, you will notify us immediately (no later than 2 hours after becoming aware of the seizure or removal) and all other relevant information in your possession will be provided to assist recovery; and
(f) You will maintain all applicable registrations for any tax legislation, including without limitation in respect of any goods and services tax, for the duration of this Agreement; and
(g) All necessary consents and approvals required under any partnership agreement or constitution or otherwise have been obtained.
16.2 You acknowledge that you have entered the transactions evidenced by this Agreement in reliance upon your own judgment and advice (including business, financial and taxation assessments) and not in reliance upon any representations or advice from us. .
Assurances and Warranties. The parties agree to execute, acknowledge and deliver all such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the intent and purpose of this Agreement. Each party warrants that it has the authority to enter into this Agreement on the basis of the terms and conditions herein and that it has not made any other Agreement inconsistent with its obligations under this Agreement.
Assurances and Warranties. Subsection I (2), paragraph 1 shall be replaced with the following: "On May 5, 1998, Founder 1 acquired all capital shares of the Company, changed the Company's name to "Atugen Biotechnology GmbH", amended and restated the Articles of Association. On June 10, 1998, the Company moved the Company's seat to Berlin, shortly thereafter split its share with the nominal amount of DM 50,000 into one partial share with the nominal amount of DM 46,000 and four small partial shares and sold the latter ones to the Founders 2, 8 and 9 as well as to the Founders 3 to 7 who are holding their share in the nominal amount of DM 1,600 jointly. There are no other shares of capital stock of the Company issued or outstanding (see Annex 26)."
Assurances and Warranties. 5.1. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have the legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein.
5.2. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules and requirements applicable to its activities performed under this Agreement, including but not limited to laws relating to nondiscrimination and conflicts of interests.
5.3. Any and all County services set forth in this Agreement are provided on an “as-is” and “as- available” basis, without any warranty of any kind, to the maximum extent permitted by applicable law. County expressly further disclaims any and all warranties, of any kind, whether express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement and/or that any County services under this Agreement will meet any of Funding Unit’s needs or requirements, will be uninterrupted, timely, secure, error or risk free/or that any deficiencies in any County service. The entire risk arising out of the use of any and all County services herein remains at all times, with Funding Unit to the maximum extent permitted by law.
Assurances and Warranties. (a) Compliance with sections 216 and 217 of the Insolvency Xxx 0000 (re-use of company name) shall be a matter for the Purchasers and the Purchasers acknowledge and agree no assurances or warranties have been given in that connection.
(b) Each Purchaser acknowledges that in agreeing to enter into this agreement it has not relied on any representation, warranty, collateral contract or other assurance on the part of the Seller or the Administrators or their employees, advisers, valuers, agents, partners or representatives except those set out in the agreement. Each Purchaser waives all rights and remedies which, but for this subclause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance. Any employee, adviser, valuer, agent, partner or representative may rely on this subclause and enforce its terms under the Contract (Rights of Third Parties) Xxx 0000.
Assurances and Warranties. 5.1. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have the legal authority to sign this Agreement and bind the parties to the terms and conditions contained herein.
5.2. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules and requirements applicable to its activities performed under this Agreement, including but not limited to laws relating to nondiscrimination and conflicts of interests.
5.3. Any and all Oakland County services set forth in this Agreement are provided on an “as-is” and “as-available” basis, without any warranty of any kind, to the maximum extent permitted by applicable law. Oakland County expressly further disclaims any and all warranties, of any kind, whether express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement and/or that any Oakland County services under this Agreement will meet any of Lapeer County’s needs or requirements, will be uninterrupted, timely, secure, error or risk free/or that any deficiencies in any Oakland County service. The entire risk arising out of the use of any and all Oakland County services herein remains at all times, with Lapeer County to the maximum extent permitted by law.
Assurances and Warranties. By way separate warranty promise given today and on the date of the transfer in rem of Share A and Share B, the Vendor undertakes and warrants:
5.1 that he is the sole owner of Share A and Share B and that they are free from any encumbrances;
5.2 that he is free to dispose of Share A and Share B,
5.3 that for the Vendor, the disposition of Share A and Share B is not a transaction within the meaning of (section) 419 of the German Civil Code, and that his right to dispose of his assets is not restricted within the meaning of (section) 1365 of the German Civil Code.
Assurances and Warranties. 8.1. The client represents and warrants that:
8.1.1. The Client enters into an Agreement on the terms of this Offer voluntarily, while the Client (Client's representative): a) fully familiarized himself with the terms of the Offer, b) fully understands the subject of the Agreement, c) fully understands the meaning and consequences of his actions in relation to the conclusion and execution of the Agreement.
8.1.2. The Client (Client's representative) indicated reliable data, including the personal data of the Client (Client's representative) when registering as a user of the Service, and reliable data, including the Client's personal data when processing payment documents for payment for the Services.
8.1.3. Received the consent of the Client's representative to process, provide to third parties and enter his personal data into the Client's Personal Account in the FerFit Service, as a result of which such data becomes publicly available.
8.1.4. The use of the Service will be carried out in accordance with the terms of the Offer, all norms and requirements of Russian legislation (including, but not limited to, legislation on advertising, protection of competition and legislation on intellectual property), the norms of International legislation, and also does not violate any rights of third parties and the rights of the Company, as well as the requirements of such Internet sites posted on the relevant Internet sites.
8.1.5. The Client's advertising materials placed by the Client through the Platform exclusively comply with all the requirements established by the current legislation of the Russian Federation, including (but not limited to) the legislation of the Russian Federation on advertising, on fair competition, on the protection of copyright and related rights, on the protection of trademarks and service marks, International law.
8.1.6. The Client has read and complies with the requirements, including for the placement of Advertising Materials through the Site.
8.2. The company assures and warrants that:
8.2.1. The exclusive rights to the Service belong to the Company.
8.2.2. The Company has all the necessary rights and permissions to provide the Services under the terms of this Offer.
Assurances and Warranties. 15.1 You covenant with us that:
(a) Your business is financially solvent and has good sound property and pasture able to support our rearing requirements and has adequate ability and capacity and facilities available to carry out the work specified; and
(b) Financial statements and information will be promptly supplied upon request by us; and
(c) All financial statements and information provided to us at any time before or during the term of this Agreement are and will be true and accurate; and
(d) All rentals and rates on the Land (or other grazing property approved in writing by us for the purpose) where the Stock is held will be paid up to date and you will keep the Stock from being taken under any legal process; and
(e) Should the Stock be seized by a third person or taken out of your possession, you will notify us immediately (no later than 2 hours after becoming aware of the seizure or removal) and all other relevant information in your possession will be provided to assist recovery.
(f) You will maintain all applicable registrations for any tax legislation, including without limitation in respect of any goods and services tax, for the duration of this Agreement.
(g) All necessary consents and approvals required under any partnership agreement or constitution or otherwise have been obtained.
Assurances and Warranties. SUBRECIPIENT represents and 12 warrants (1) that it has access to professional advice and support to the extent necessary to 13 enable SUBRECIPIENT to fully comply with the terms of the Agreement and to otherwise 14 carry out the Project, (2) that it is duly organized, validly existing and in good standing under 15 the laws of the State of California, (3) that it has the full power and authority to undertake the 16 Project and to execute this Agreement, (4) that the persons executing and delivering this 17 Agreement are authorized to execute and deliver such documents on behalf of SUBRECIPIENT 18 and (5) that neither SUBRECIPIENT nor any of its principals is presently debarred, suspended, 19 proposed for debarment, declared ineligible, or voluntarily excluded from participation in 20 connection with the transaction contemplated by this Agreement.
