Contractor Representations and Warranties. Contractor makes each of the following representations and warranties as of the effective date of this Master Contract and at the time any order is placed pursuant to this Master Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.
Contractor Representations and Warranties. Contractor makes each of the following representations and warranties as of the effective date of this Contract:
Contractor Representations and Warranties. The Contractor represents, covenants and warrants that:
(a) The Contractor is a company in good standing and qualified to carry on business in the State of New York and has the approval, capacity, and authority to enter into this Agreement and to perform the obligations of the Contractor under this Agreement;
(b) This Agreement does not in any way conflict with any other agreements of the Contractor;
(c) The Contractor possesses the business, professional, and technical expertise, and training required to perform the Services;
(d) The Contractor has or shall obtain, or cause to be obtained, all personnel necessary, with appropriate education, experience and expertise, to undertake and provide the Services in a manner satisfactory to HTFC.
(e) The Contractor possesses the equipment, facilities, and employees to perform the obligations under this Agreement;
(f) The Contractor and/or its facilities, employees, or agents, have been issued, as of the date of this Agreement and throughout the term of the Agreement, all material permits, licenses, certificates, or approvals required by applicable Law necessary to perform the Services; and
(g) That all documents, including, but not limited to, invoices, xxxxxxxx, back-up information for invoices, and reports submitted by the Contractor to HTFC in connection with the Services are complete and accurate to the best of the knowledge of the Contractor. The Contractor represents that HTFC, for whatever purpose, may rely upon all such documents and the data therein as being complete and accurate. The Contractor agrees to promptly notify HTFC upon discovery of any instances where the Contractor becomes aware of any discrepancies in relation to documents under this Section.
Contractor Representations and Warranties. Contractor makes each of the following representations and warranties as of the effective date of this Participating Addendum and at the time any Purchase Order is placed by a Participating Entity pursuant to this Participating Addendum. If, at the time of any such Purchase Order, Contractor cannot make such representations and warranties, Contractor shall not process any Purchase Orders and shall notify Enterprise Services, in writing, within three (3) business days of such breach.
Contractor Representations and Warranties. Contractor makes each of the following representations and warranties as of the effective date of this Master Contract and at the time any order is placed pursuant to this Master Contract. If, at the time of any such order, Contractor cannot
Contractor Representations and Warranties. Contractor makes each of the following representations and warranties as of the effective date of this Cooperative Purchasing Agreement and at the time any order is placed pursuant to this Cooperative Purchasing Agreement. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.
Contractor Representations and Warranties. The Contractor represents and warrants that the following are true, accurate and complete statements of fact as of the Execution Date and that the Contractor shall take all actions and fulfill all obligations required so that the representations and warranties made in this Contract shall remain true, accurate and complete statements of fact throughout the term of the Contract.
Contractor Representations and Warranties. (a) Contractor represents and warrants to Hospital that as of the date of this Project Agreement:
(i) Contractor is a corporation incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Government Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, and to enter into this Project Agreement and any Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder;
(ii) no steps or proceedings have been taken or are pending to supersede, repeal, or amend its constating documents, articles, by-laws or any shareholders agreement in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and they are in full force and effect as of the date hereof;
(iii) this Project Agreement and the Implementing Agreements (when executed and delivered) to which it is a party have been duly authorized, executed, and delivered by Contractor and constitute legal, valid, and binding obligations of Contractor, enforceable against Contractor in accordance with their terms, subject only to:
(A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and
(B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments;
(iv) the authorization, execution, delivery, and performance by Contractor of this Project Agreement and the Implementing Agreements to which it is a party does not violate or conflict with, or constitute a default under:
(A) its constating or organizational documents or any unanimous shareholders agreement or similar rights agreement binding on Contractor;
(B) any Applicable Law; or
(C) any covenant, contract, instrument or agreement to which it is a party or by which it or any of its properties or assets is bound or affected;
(v) there are, to the knowledge of its senior management, no actions, suits, proceedings, or investigations pending or...
Contractor Representations and Warranties. Contractor expressly warrants that Contractor and any approved subcontractors have all of the rights, licenses, permits, qualifications, and consents necessary to Perform Contractor's obligations hereunder, license the Product to the District as provided under this Contract, and assign the Product or Work Product. Contractor expressly warrants that the Products and Work Product do not infringe or misappropriate the intellectual property rights of any third party.
Contractor Representations and Warranties. Contractor represents and warrants to Hospital that as at the date of this Limited Assignment of Construction Contract:
(a) the Construction Contract is in full force and effect, unamended and neither it nor, to the best of its knowledge and belief, Project Co is in material default of any of their respective obligations thereunder; and
(b) an executed, true and complete copy of the Construction Contract is attached hereto as Schedule A.
