Corporate Warranties. Each party hereby represents and warrants to the other party that: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized, (ii) the person executing this Agreement on behalf of each party is duly authorized to bind such party to all terms and conditions of this Agreement, (iii) this Agreement, when executed and delivered by each party, will be the legal, valid, and binding obligation of such party, enforceable against it in accordance with its terms, and (iv) the execution, delivery and performance of this Agreement by each party does not and will not conflict with or constitute a breach or default under such party's charter documents, delegations of authority, or any material agreement, contract or commitment of such party, or require the consent, approval or authorization of, or notice, declaration, filing or registration with, any third party or governmental or regulatory authority.
Corporate Warranties. Supplier represents and warrants that it has with respect to this Agreement and each Purchase Order and SOW: (a) it has the right to enter into this Agreement and its performance of this Agreement will be free and clear of liens and encumbrances; (b) taken all corporate action necessary for the authorization, execution and delivery of such agreements and to make such agreement legal, valid and binding obligations of Supplier; (c) no agreement or understanding with any third party that interferes with or will interfere with its performance of its obligations under such agreements; and (d) obtained and will maintain all rights, approvals and consents necessary to perform its obligations and grant all rights and licenses granted to Eargo under such agreements. Supplier further represents and warrants that: (d) Supplier has all rights necessary to sell the Units and perform the Services and to allow Eargo, its Affiliate(s), Authorized Buyer(s) and their respective subcontractors, agents, licensees and end users to exercise the rights and licenses granted in this Agreement, without restriction, encumbrance, lien, royalty obligation, or additional charge or obligation of any kind; (e) the Products and Enhancements, including any portion thereof, or any intended combination with other hardware or software, or the sale, offer for sale, use, or importation thereof, do not infringe any IPR; (f) it has all right, title and interest to grant the licenses granted herein; and (g) it will not sell, license, lease, distribute, make available, ship or otherwise provide any Products to any parties other than Eargo, its Affiliate(s), and Approved Buyer(s) purchasing the same.
Corporate Warranties. TerreStar is a validly existing corporation in good standing under the laws of the jurisdiction in which it was incorporated, and it is duly qualified and in good standing to conduct the business contemplated by this Agreement in all jurisdictions in which the business conducted (or to be conducted); TerreStar has the power and authority to enter into and to perform the obligations of this Agreement, and the execution and performance of this Agreement by TerreStar does not, and shall not, violate any agreements, rights or obligations between TerreStar and any third party; TerreStar is and shall remain in compliance with all applicable licenses, permits and regulatory requirements; and this Agreement has been duly and validly executed and delivered by TerreStar and, without further action, constitutes a valid and legally binding obligation of TerreStar.
Corporate Warranties. Elektrobit is a validly existing corporation in good standing under the laws of the jurisdiction in which it was incorporated, and it is duly qualified and in good standing to conduct the business contemplated by this Agreement in all jurisdictions in which the business conducted (or to be conducted); Elektrobit has the power and authority to enter into and to perform the obligations of this Agreement, and the execution and performance of this Agreement by Elektrobit does not, and shall not, violate any agreements, rights or obligations between Elektrobit and any third party; Elektrobit is and shall remain in compliance with all applicable licenses, permits and regulatory requirements; and this Agreement has been duly and validly executed and delivered by Elektrobit and, without further action, constitutes a valid and legally binding obligation of Elektrobit.
Corporate Warranties. 13.3.1 Each Party represents and warrants to the other Party that:
13.3.1.1 it will perform its responsibilities under the Partner Agreements in a manner that does not infringe or constitute an infringement or misappropriation of any patent, copyright, trademark, trade secret, intellectual property rights or any other proprietary rights of any third party;
13.3.1.2 it has the requisite corporate power and authority to enter into the Partner Agreements and to carry out the transactions contemplated by the Transaction Documents under the Partner Agreements;
13.3.1.3 execution, delivery and performance of the Partner Agreements and the consummation of the transactions contemplated herein have been duly authorised by the requisite corporate action on the part of such Party; and
13.3.1.4 the entry into of the Partner Agreements shall not contravene any provision of that Party's constitutional documents.
Corporate Warranties. The Parties represent and warrant individually that:
Corporate Warranties. The Seivice Provider represent ts, warrants and undertakes that:
12.1.1 it is a company properly formed and incorporated, validly existing and in good standing under the laws of the state, country orjurisdiction of its formation;
12.1.2 it has the corporate power and authority to enter into and to exercise its rights and perform its obligations underthe Contract;
12.1.3 it has the full power and all necessary authorisations to enter into and comply with its obligations under this Contract;
12.1.4 all necessary action to authorise the execution of and the performance of its obligations underthe Contract has been taken;
12.1.5 the obligations expressed to be assumed by the Seivice Provider underthe Contract are legal, valid, binding and enforceable to the extent permitted by law; and
12.1.6 it has not taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of the Seivice Provider’s knowledge and belief) threatened against it for its winding-up, dissolution, bankruptcy, insolvency or re-organisation or any analogous procedures or for the appointment of a receiver, administrator, administrative receiver, trustee, arbitration manager or similar official of it or of any or all of the assets or revenues of any of its shareholders, Affiliates or Sub-Contractors.
Corporate Warranties. The Seller makes the following representations and warranties, as at the Closing Date and at each Additional Sale Date, as applicable, to each of the Issuer and the Security Trustee:
(a) it is a Credit Institution duly incorporated and validly existing under the laws of Greece;
(b) subject to registration of the Notification Form under Clause 8 (Pledge Registry Notification) or a notification pursuant to Clause 2.1(a) above, this Agreement and the Greek Assignment Agreements are effective to transfer, without further recourse to the Seller, the Loan Receivables and their Ancillary Rights and Related as at the Closing Date;
(c) it has full power and all necessary authority has been obtained and action taken for it to perform its obligations under this Agreement and to execute, sign, deliver, and perform the transactions contemplated in this Agreement and the other Transaction Documents to which it is a party and the Transaction Documents to which it is a party constitute legal, valid, binding and enforceable obligations of it;
(d) neither the signing and delivery of this Agreement nor any other Transaction Document to which it is a party contravenes or constitutes a default under, or causes to be exceeded any limitation on it contained in:
(i) its constitutional documents;
(ii) any law (including without limitation any Greek legislation or case law by which it is bound or affected); or
(iii) any material agreement to which it is a party or by which any of its assets (including the Loans and their Related Security) are bound;
(e) it has duly obtained or made each authorisation, approval, consent, licence, exemption, notice, filing or registration required on its part for or in connection with the execution and performance of each of the Transaction Documents to which it is a party and any matters contemplated thereby, and the same remain in full force and effect;
(f) no Insolvency Event has occurred or is continuing with respect to the Seller and no Insolvency Event has been threatened with respect to the Seller;
(g) no litigation, arbitration or administrative proceedings of or before any court, tribunal or governmental body have been commenced or are pending or threatened against the Seller or any of its assets or revenues which, if and to the extent determined adversely to the Seller, would reasonably be expected to have a Material Adverse Effect on the Seller;
(h) the entry of the Seller into and the execution (and, where applicable, delivery) of the Tra...
Corporate Warranties. Each party represents and warrants to the other that the execution and delivery of this Agreement and the performance of the covenants and agreements herein contained are not limited or restricted by and are not in conflict with any contract, agreement or other instrument to which either party is bound or by any rights or interests of any other person.
Corporate Warranties. Natures represents and warrants to AVVAA as follows:
