Developer Representations and Warranties. Developer hereby represents and warrants to TxDOT as follows:
5.1.1 The Financial Model Formulas (a) were prepared by or on behalf of Developer in good faith, (b) are the same financial formulas that Developer utilized and is utilizing in the Base Case Financial Model, in making its decision to enter into this Agreement and, if Developer has included only approved financing commitments in its Proposal, in making disclosures to Lenders under the Initial Funding Agreements, and (c) as of the Effective Date are mathematically correct and suitable for making reasonable projections. (This Section 5.1.1 does not apply to assumptions used in the Base Case Financial Model, which are addressed in Section 5.1.2.) No breach of this warranty shall entitle TxDOT to new compensation or to increase the TxDOT compensation set forth in Sections 4.1 and 4.2.
5.1.2 The Base Case Financial Model (a) was prepared by or on behalf of Developer in good faith, (b) was audited and verified by an independent recognized model auditor prior to the Effective Date
5.1.3 During all periods necessary for the performance of the Work, Developer and its design Contractors will maintain all required authority, license status, professional ability, skills and capacity to perform the Work.
5.1.4 As of the Effective Date, Developer has evaluated the constraints affecting design and construction of the Project, including the Project Right of Way limits as well as the conditions of the NEPA Approval, and has reasonable grounds for believing and does believe that the Project can be designed and built within such constraints.
5.1.5 Except as to parcels to which TxDOT lacked title or access prior to the Financial Proposal Due Date, prior to the Financial Proposal Due Date Developer, in accordance with Good Industry Practice, examined the Site and surrounding locations, performed appropriate field studies and geotechnical investigations of the Site, investigated and reviewed available public and private records, and undertook other activities sufficient to familiarize itself with surface conditions and subsurface conditions, including the presence of Utilities, Hazardous Materials, contaminated groundwater, archeological, paleontological and cultural resources, and Threatened or Endangered Species, affecting the Site or surrounding locations; and as a result of such review, inspection, examination and other activities Developer is familiar with and accepts the physical requirements of the Work, subjec...
Developer Representations and Warranties. Developer represents and warrants that:
(a) Developer has full and exclusive right and power to enter into and perform according to the terms of this Agreement;
(b) The Work as delivered to Company does not infringe or misappropriate any copyright, patent, trade secret, trademark, or other proprietary right held by any third party and is free of any lien, claim, security interest or encumbrance;
(c) The Work will meet the specifications described in the applicable Schedule, will be complete and accurate, and will comply with all applicable laws and regulations;
(d) Developer will have all necessary rights to the Work to transfer ownership to Company as required by Section 6.2 above. Work created by Developer employees will be created within the scope of their employment and pursuant to written obligation to assign to Developer all right, title and interest in the Work, including without limitation the rights enumerated and assigned to Company in Section 6.2 above. If Company provides consent under Section 3 for a subcontractor to perform Work, such subcontractor will be bound by written obligation to assign all right, title and interest in the Work to Developer including without limitation the rights enumerated and assigned to Company in Section 6.2 above;
(e) Developer will not incorporate into the Work any product, software, or other materials for which the intellectual property rights are not owned solely by Developer without the express written permission of Company;
(f) The Work will be performed in a professional manner and will be of a high grade, nature, and quality;
(g) The Work is not, and when delivered to Company will not be, in whole or in part, governed by an Excluded License. An Excluded License is any license that requires, as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software and/or other software combined and/or distributed with such software be (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge.
(h) The software component of any Work as delivered to Company will not contain any viruses or other applications or executables that will degrade or infect any Work product or any other software or Company’s network or systems, including without limitation any “trap doors,” “worms” and “time bombs.”
(i) Developer will dedicate appropriate facilities, skilled employees, and resources to comp...
Developer Representations and Warranties. Developer represents and warrants that the Mobile Properties shall not contain, or contain links to, content which is unlawful, libelous, pornographic, offensive, defamatory, contrary to public policy, Apple’s stated policies, or otherwise violates any law or any right of any third party (including intellectual property rights, publicity rights, privacy rights, or other legally recognized rights). Developer additionally represents and warrants to Apple that (i) Developer is the owner of the Mobile Properties subject to this Agreement or that Developer is legally authorized to act on behalf of the owner of such Mobile Properties for the purposes of this Agreement, and (ii) Developer has all necessary right, power, and authority to enter into this Agreement and to perform the acts required of Developer hereunder. Developer shall defend, hold harmless and indemnify Apple and Advertisers from and against any third party claim (including reasonable legal fees incurred by Apple as such fees are incurred) related to or arising from the Mobile Properties’ content or links or breach of any of the foregoing Developer’s representations or warranties, or other behavior of Developer.
Developer Representations and Warranties. Developer’s representations and warranties under this Agreement are limited to those set forth in this Section 3.2. Developer hereby warrants and represents to County as of the Effective Date and as of the Closing Date the following:
3.2.1 Developer is a corporation in good standing in the State of Oregon.
3.2.2 Developer has full power and authority to enter into and perform this Agreement in accordance with its terms and does not require the consent of any third party that has not been secured, and all requisite action (corporate, trust, partnership, membership or otherwise) has been taken by Developer in connection with entering into this Agreement, the instruments referred to herein, and the consummation of the transactions contemplated herein.
3.2.3 This Agreement and all documents required to be executed by Developer are and shall be valid, legally binding obligations of and enforceable against Developer in accordance with their terms.
3.2.4 Neither the execution and delivery of this Agreement and documents referred to herein, nor the incurring of the obligations set forth herein, nor the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement and the documents referred to herein conflict with or result in the material breach of any terms, conditions, or provisions of, or constitute a default under any bond, note or other evidence of indebtedness, or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease, or other agreements or instruments to which Developer is a party.
3.2.5 No representation, warranty or statement of Developer in this Agreement or any of the exhibits attached hereto contains any untrue statement of a material fact or omits a material fact necessary to make the representation, warranty or statement not misleading.
3.2.6 Developer enters into this Agreement without reliance on verbal representations by County, its employees, agents or consultants, regarding any aspect of the Property, the Project, its feasibility, financing, or compliance with any governmental regulation.
3.2.7 As of the Effective Date, Developer is not in default under this Agreement and no event has occurred that, with the passage of time or the giving of notice or both, would constitute a default of Developer under this Agreement.
3.2.8 The persons executing this Agreement and the instruments referred to herein on behalf of Developer have the legal power, right and actual authority to bind...
Developer Representations and Warranties. In addition to the representations and warranties set forth in Section 6.1, Developer hereby represents and warrants to Licensee that:
6.2.1. The Licensed Game is the Developer’s original creation;
6.2.2. Developer is the exclusive owner of all rights and interests in the Licensed Game and the Developer Brand Elements and all component parts thereof do not and shall not violate or infringe any Intellectual Property Rights or other proprietary rights of any third party or parties;
6.2.3. Developer has obtained all of the rights which are needed in order for Developer to satisfy its obligations hereunder and has the ability, power and permission to grant such rights to Licensee and to make the promises and covenants as are set forth herein;
6.2.4. Developer’s execution, delivery and performance of this Agreement does not and shall not conflict with or violate any applicable law, rule or regulation or the terms of any agreement between Developer and any third party; and
6.2.5. The Licensed Game contains no Open Source. Provided, however, that all “MIT licenses” published at any time through the website of the Open Source Initiative, and the UE4 License, are hereby approved by Licensee; and provided, further, that if Developer wishes to include any other Open Source code in the Licensed Game it shall seek permission from Licensee, which permission shall not be unreasonably withheld or delayed.
Developer Representations and Warranties. Developer represents, warrants and covenants that:
Developer Representations and Warranties. Developer makes the following representations and warranties to the Customer: Sole and exclusive creator Developer / Marketer will be the sole and exclusive creator of the Social Media Content and has not created any such materials as a joint work with any other party, through independent contractors, or in any other way that would give any other party any rights in and to the Content.
Developer Representations and Warranties. Each Developer represents and warrants to the other Developer that: (a) such Developer is a corporation or limited liability company, as applicable, duly formed, validly existing and in good standing under the laws of the state of its incorporation or formation, as applicable, and has full power and authority to own its own properties and to carry on its business as it is now being conducted, (b) such Developer has the full power and authority to execute, deliver and perform this Agreement and to carry out the transactions contemplated by this Agreement; (c) the execution and delivery of this Agreement by such Developer and the carrying out by such Party of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate or limited liability company action, as applicable, and this Agreement has been duly executed and delivered by such Developer and constitutes the legal, valid and binding obligation of such Party, enforceable against the Party in accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws now or hereafter in effect affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); (d) all third party consent(s) and approval(s) including banks/creditors approval(s) required for the execution, delivery and performance of this Agreement have been obtained to the satisfaction of each other and no other authorization, consent, notice to or registration or filing with any Governmental Authority or banks/creditors is required for the execution, delivery and performance by such Developer of this Agreement; (e) none of the execution, delivery and performance by such Developer of this Agreement conflicts with or will result in a breach or violation of any Law, contract or instrument to which such Developer is a party or is bound; and (f) there are no legal or arbitral proceedings by or before any Governmental Authority, now pending or (to the knowledge of such Developer) threatened, that if adversely determined could have a material adverse effect on such Developer’s ability to perform the Developer’s obligations under this Agreement. ARTICLE
Developer Representations and Warranties. Developer hereby represents and warrants, to and for the benefit of City of Lake Wales CRA and the City of Lake Wales, the following:
Developer Representations and Warranties. Developer represents and warrants to County as follows, which representations and warranties shall be deemed made by Developer as of the date hereof:
(a) This Agreement, and all agreements, instruments and documents herein provided to be executed or to be caused to be executed and delivered by Developer shall be duly authorized, executed and delivered by Developer, and upon delivery thereof to County, shall be binding upon and enforceable against Developer in accordance with their respective terms.
(b) Developer has the legal right, power and authority to enter into this Agreement and all agreements, instruments and documents herein provided to be executed and to perform all of its obligations hereunder and thereunder, and the execution and delivery of this Agreement and the performance by Developer of its obligations hereunder shall not conflict with or result in a breach of any law, regulation or order, judgment, writ, injunction or decree of any court or governmental instrumentality or any agreement or instrument to which Developer is a party or by which Developer is bound or to which Developer or any portion of the premises described in the Ground Lease is subject. The persons executing this Agreement on behalf of Developer are duly authorized to do so.
