Compliance Warranties Sample Clauses

Compliance Warranties. Each party warrants that it will comply with all laws and regulations applicable to its provision or use of the Subscription Services.
Sample 1Sample 2Sample 3See All (14)
AutoNDA by SimpleDocs
Compliance Warranties. Seller represents and warrants to Prologis that: (a) it is not debarred, suspended, excluded, or disqualified from doing business with the United States Government, or listed as the Excluded Parties List System maintained by the General Services Administration of the United States Government; (b) (i) it is not under investigation by any Governmental Authority for, nor has it been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws,(ii) has not been assessed civil or criminal penalties under any Anti-Money Laundering Laws, and (iii) it has not had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws; (c) it in compliance with all applicable domestic or foreign Anti-Corruption Laws, including those prohibiting the bribery of Government Officials, and will remain in compliance with all applicable Laws; that it will not authorize, offer or make payments directly or indirectly to any Government Official; and that no part of the payments received by it (whether compensation or otherwise) from Prologis will be used for any purpose that could constitute a violation of any applicable Law; (d) neither it nor any of its Personnel is the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the United Nations Security Council (UNSC), the European Union (EU), Her Majesty’s Treasury (HMT), or other relevant sanctions authority (collectively, “Sanctions”), nor is Seller, or any of its Personnel located, organized or resident in a country or territory that is the subject of Sanctions; (e) neither it nor any of its Personnel has violated any Sanctions; (f) neither it nor any of its Personnel will use any funds received by or on behalf of Prologis to fund or engage in any activities with any Person or in any country or territory, that, at the time of such funding or activity, is the subject of Sanctions, or in any other manner that will result in a violation by any Person of any Sanctions.
Sample 1
Compliance Warranties. 10.1. Contractor undertakes that the System and Field Equipment shall be of excellent quality and standard and comply with the requirements of the Israeli Standards Regulations, and the Standards Law 5713-1953, and/or Israeli Law requirements as such exist and will exist at any time. 10.2. Contractor undertakes, warrants and represents that the Project, including without limitation System, Field Equipment and services, will, for period(s) of twelve (12) months from date of each applicable Acceptance: (i) perform in accordance with the Specifications, Equipment Specifications, SOW and related documentation provided by Contractor and Field Equipment manufacturer (and will achieve any function described therein), (ii) be free from defects in materials, workmanship or design; and (iii) be free from viruses, worms or any code which has the effect of disrupting, disabling, harming, or otherwise impeding in any manner whatsoever ("Warranty Period(s)"). Any replacement or repaired component will be warranted for the remainder of the original Warranty Period or six months, whichever is longer. Notwithstanding the foregoing, to the extent that the Field Equipment manufacturer warranty period exceeds the foregoing Warranty Period, then the Warranty Period in respect thereof shall be extended accordingly. Contractor hereby assigns and transfers to Company all warranties provided to Contractor with respect to Field Equipment and other Project items, or any portion thereof, and represents and warrants that such warranties are fully assignable to Company. 10.3. Without derogating from the foregoing and/or from any rights and remedies available to Company, Contractor shall during the Warranty Period and until Final Post Warranty Acceptance occurs: repair and/or replace any Defect and provide all Works required in connection therewith, including preventive maintenance, and all Supports Services and SLA, at Contractor's expense, to Company's satisfaction. Contractor shall be solely responsible for all costs, fees and expenses in connection with fulfilling its obligations under this Section 10, including all labor, material, parts, shipping, taxes, customs and other costs, fees and expenses arising from, among other things, the removal, repair, replacement, reinstallation, inspection, shipping and testing of any defective or nonconforming items. If any such costs, fees or expenses are incurred or paid by Company, or if Company incurs increased costs as a result of Contractor...
Sample 1Sample 2
Compliance Warranties. Seller represents and warrants to Purchaser that: (a) it is not debarred, suspended, excluded, or disqualified from doing business with the United States Government, or listed as the Excluded Parties List System maintained by the General Services Administration of the United States Government (found at xxx.xxxx.xxx); (b) (i) it is not under investigation by any Governmental Authority for, nor has it been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws,
Sample 1Sample 2
Compliance Warranties. (a) Each Founding Shareholder represents and warrants to the other Founding Shareholder that, as of the Effective Date and on the Completion Date: (i) any contract, licence, land (including any related Permit or Authorisation), Permit, Authorisation, concession or other asset contributed or likely to be contributed to the relevant Group Company, as the case arises, (I) has been or will be directly and indirectly procured in compliance with all applicable Anti-Corruption Laws and Anti- Money Laundering Laws and (II) has been or will be obtained, and has been or will be transferred to the relevant Group Company without directly or indirectly making, offering to make, promising to make or authorising of the payment or giving of, or requesting, agreeing to receive or accept any Prohibited Payment; and (ii) none of the directors, officers or employees seconded or to be seconded to any Group Company or likely to be involved in the transactions or supervision of the Group Company is a Public Official. (b) Each Party represents and warrants to the other parties that as of the Effective Date and on the Completion Date that neither it nor any of its directors or Affiliates nor any other person associated with it or acting on its behalf in relation to the Business: (i) has violated or is in violation of any applicable Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions; (ii) has made, offered to make, promised to make or authorised the payment or giving of, or requested, agreed to receive or accepted, directly or indirectly, any Prohibited Payment; (iii) has conducted or is conducting any business dealings or activities with or for the benefit of, or is otherwise involved in any business with, any Sanctioned Party; (iv) has engaged or is engaging in any transaction or conduct that is likely to result in it becoming a Sanctioned Party; (v) is causing, or has caused, any other person to be in violation of any Sanctions; or (vi) is, or has been in the last three (3) years, subject to any Proceedings or enquiry by any Governmental Authority with regard to any: (I) violation of any applicable Anti- Corruption Laws, Anti-Money Laundering Laws or Sanctions applicable to them; (II) Sanctioned Party; and/or (III) any Prohibited Payment.‌
Sample 1
Compliance Warranties. 2.1. The Supplier warrants and agrees that the Deliverables will not contain any defects in material or workmanship and that they will comply with all specifications or requirements of the Contract, or as otherwise agreed between the Parties in writing. Supplier warrants that in the event that any Deliverable does not meet such specifications or requirements, or otherwise results from inadequate or insufficient compliance, Supplier shall, at its own expense and within 10 days of receiving written notice of such failure, correct such deficiency or provide a plan acceptable in Accenture's sole discretion, to correct it. In the event that such deficiency is not corrected within the 10-day period indicated above or Accenture does not accept a corrective plan, Accenture will have the option of requiring Supplier to: (i) make a full refund; or (ii) immediately replace or reperform the Deliverables free of charge. All Deliverables shall be subject to inspection and acceptance by Accenture, even if the Parties have not set forth any specification or requirement with respect to the Deliverables in the Contract.
Sample 1
Compliance Warranties. 4.1 Warranties (a) you are 18 years or older; (b) you are in compliance with all anti-money laundering and anti-terrorism financing requirements; and (c) any and all funds, including cryptocurrency, used to purchase or acquire Meld Certificates are not derived from or related to any unlawful activities including money laundering and terrorist financing and you hereby agree that you will not use Meld Certificates to finance, engage in, or support any unlawful activities as defined by any governmental authority.
Sample 1
AutoNDA by SimpleDocs
Compliance Warranties. Compliance represents and warrants as follows: (i) Compliance possesses all rights necessary to grant to Customer the rights set forth in this Agreement; (ii) the Software will perform substantially in accordance with the Service Description Document; (iii) Compliance will not materially decrease the overall functionality of the Software during the term, and (iv) Professional Services shall be provided in a professional manner consistent with industry standards. Customer must notify Compliance in writing of any claim that the Software does not perform substantially in accordance with the Service Description Document no later than ninety (90) days after the last day of the month in which the asserted non-performance occurred. Customer must notify Compliance in writing of any claim of breach of warranty relating to Professional Services within ninety (90) days of completion of the Professional Services engagement (normally a statement of work) under which the Professional Services were delivered. For any breach of warranty claim relating to Professional Services, Customer’s exclusive remedy and Compliance’s entire liability shall be for Compliance to re- perform the deficient Professional Services.
Sample 1
Compliance Warranties. The Supply Agreement will contain terms and conditions regarding compliance with applicable law and specifications for the Existing Drug Substance and Drug Product, delivery, acceptance, recalls, indemnification, and limitations of liability.
Sample 1

Related to Compliance Warranties

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that: (a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor; (b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors; (c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.

  • Representations, Warranties and Additional Covenants Contractor represents and warrants to Mercy Corps and covenants with Mercy Corps as follows. Contractor has full rights and authority to enter into and perform its obligations under this Contract. Contractor’s performance will not violate any agreement or obligation between Contractor and any third party. Contractor has the requisite skills to perform the Services in accordance with the SOW. Contractor possesses all governmental and other certifications and licenses necessary to perform the Services. Performance by Contractor of its obligations under this Contract will not infringe on any patent, copyright, trademark, trade secret or other proprietary right of any third party. Contractor will comply with all applicable law, regulations and rules in the performance of its obligations under this Contract. Contractor has not, and will not, engage in transactions with, or provide resources or support to, individuals and organizations associated with terrorism, including those individuals or entities that appear on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury (xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/SDN-List/Pages/default.aspx) or the United Nations Security designation list (xxxx://xxx.xx.xxx/sc/committees/1267/aq_sanctions_list.shtml). Contractor will comply with and train its employees in all applicable laws against bribery, corruption, inaccurate books and records, inadequate internal controls and money-laundering, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Contractor has not and will not offer or give any employee, agent, or representative of Mercy Corps anything of value to secure any business from Mercy Corps or influence such person to alter the terms, conditions, or performance of any contract with or purchase order from Mercy Corps, including but not limited to this Contract. Contractor, including its owners or employees, does not own, directly or indirectly, any other company that was competing for award of this Contract. Contractor did not seek or obtain confidential information related to the award of this Contract from any Mercy Corps employee, agent or representative. Contractor did not collude or conspire with any other individual or entity to limit competition for the award of this Contract, to set prices being offered or in any other way to interfere with free and open competition. Contractor is not owned in whole or in part, directly or indirectly, by any immediate or extended family member of any Mercy Corps employee, agent or representative, or, if so owned, Contractor fully disclosed such relationship and any potential conflict of interest has been waived, in writing, by Mercy Corps. Contractor has not engaged in, and will not engage in, any of the following conduct: (A) trafficking in persons (as defined in the Protocol to Prevent, Suppress, and Punish Trafficking in Persons, especially Women and Children, supplementing the UN Convention against Transnational Organized Crime); (B) procuring a commercial sex act; or (C) using forced labor. Contractor is not the subject or any governmental or donor investigation and has not been debarred or suspended by any government, governmental agency or donor. Contractor understands that it is subject to Mercy Corps' Child Safeguarding, Prevention of Sexual Exploitation and Abuse of Beneficiaries and Community Members, Anti-Trafficking and Sexual Misconduct policies (available at xxxxx://xxx.xxxxxxxxxx.xxx/who-we-are/ethics-policies). Contractor must report any violation or suspected violation of these policies in relation to the Contractor's activities under this contract to Mercy Corps, which may be done via its Integrity Hotline website (xxxxxxxxxx.xxx/xxxxxxxxxxxxxxxx). Contractor will ensure that it has the capacity to abide by these policies, that its employees and subcontractors understand these policies, and that it communicates to its employees and subcontractors the duty to report. Contractor understands and agrees that a violation of these policies may, in addition to any other remedies available under this Contract or at law, result in suspension or immediate termination of this Contract and may also result in Contractor being deemed ineligible for future contracts with Mercy Corps. Contractor and those performing services on Contractor’s behalf have the necessary knowledge, qualifications, licenses, permits, ability and expertise to perform the services and comply fully with the terms of the Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!