Customer Representations and Covenants Sample Clauses

Customer Representations and Covenants. 4.1.1. Customer represents and warrants to DynaVox that (i) Customer’s use of the User Data in connection with the Services (including, without limitation, the right to upload, replicate, transfer, store, process and cache User Data in connection with the use of the Software) complies with all applicable federal, state and local laws and regulations, and any policies applicable to Customer’s organization, and that Customer has received all necessary third party approvals with respect to the Services and its use of the Software and the User Data, and (ii) the User Data, and Customer’s use of the User Data (including, without limitation, storage, processing, uploading, replicating, transferring and caching of User Data), do not infringe the intellectual property rights of any third party or violate any applicable federal, state or local laws and regulations, or any policies applicable to Customer’s organization, and (iii) Customer agrees to indemnify and hold DynaVox harmless from any third- party claims or resulting liability arising from Customer’s breach of this Agreement, including without limitation, Customer’s or its Users’ use of the User Data and the Software in connection with the Services.
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Customer Representations and Covenants. In consideration of Con Xxxxxx’s agreement to pay the Incentive Amount[s], Customer represents and warrants to and agrees with Con Xxxxxx, as of the date hereof and for all periods throughout the Term (as defined in Section 5), as follows:
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Customer Representations and Covenants. In consideration of Con Edison’s agreement to pay the Incentive Amount[s], Customer represents and warrants to and agrees with Con Edison, as of the date hereof and for all periods throughout the Term (as defined in Section 5), as follows:
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Customer Representations and Covenants. The Customer represents and warrants to MTI as follows: (i) that the person signing this MSODA or any Attachments or Exhibits hereto on behalf of the Customer is a duly authorized representative, partner, officer or proprietor of the Customer and is authorized to execute this MSODA on the Customer's behalf; (ii) the making of this MSODA and any Schedule, Addendum or Exhibit hereto executed by Customer and any Schedule, Addendum or Exhibit hereto executed by Customer are duly authorized on the part of Customer, and upon execution thereof by Customer and MTI, they shall constitute valid obligation binding upon and enforceable against Customer; (iii) neither the making of this MSODA or such Schedule, Addendum, or Exhibit, nor the due performance thereof by Customer, including the commitment and payment of amounts due hereunder, shall result in any breach of, or constitute a default under, or violation of, Customer's certificate of incorporation, by-laws, or any agreement to which Customer is a party or by which Customer is bound; (iv) Customer is in good standing in its state of incorporation and in any jurisdiction where the Equipment is located, and is entitled to own properties and to carry on business therein; and (v) no approval, consent or withholding of objection is required from any consent or withholding of objection is required from any governmental authority or entity with respect to the entering into, or performance of this MSODA or such Schedule, Addendum, or Exhibit by Customer. Customer will, upon request of MTI, execute and deliver such further documents and assurances as MTI may request in order to carry out the intent and purpose of the Agreement and to project or enable MTI to exercise the rights granted MTI hereunder, including without limitation, the execution and filing of any financing statements and the execution of any notices of assignment. Unless such information is available from public sources, the Customer shall, upon MTI's request, furnish a copy of the Customer's latest audited quarterly or annual financial statements for the quarter or fiscal year ended not more than 60 or 120 days previously; if audited financials do not exist, Customer shall prove unaudited financial statements. The Customer represents and warrants that it has no contingent liabilities or litigation pending that is not listed in its current financial statements. Customer agrees to provide to MTI the foregoing public or private financial statements within fiv...
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Related to Customer Representations and Covenants

  • Investment Representations and Covenants (a) Purchaser is acquiring the Warrants for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. Unless a registration statement is effective at the time of exercise of the Warrants, the Purchaser covenants to acquire the Warrant Shares for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Pledgor's Representations and Covenants To induce Pledgee to enter into this Security Agreement, Pledgor represents and covenants to Pledgee, its successors and assigns, as follows:

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

  • Certain Representations and Covenants Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows:

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • Perfection Representations, Warranties and Covenants The Seller hereby makes the perfection representations, warranties and covenants set forth on Schedule B hereto to the Issuer and the Issuer shall be deemed to have relied on such representations, warranties and covenants in acquiring the Receivables.

  • Survival of Representations and Covenants All representations, warranties and covenants of the Pledgor contained herein shall survive the execution and delivery of this Pledge Agreement, and shall terminate only upon the termination of this Pledge Agreement.

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

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