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For more information visit our privacy policy.Client Warranties a) Client shall fully brief Oracle as to its requirements or objectives prior to entering into the Agreement and shall keep Oracle so briefed during the term of the Agreement. b) Client shall cooperate with Oracle in all matters relating to the Services and shall, at its own expense, supply Oracle with all materials and data reasonably requested by Oracle from time to time for the proper provision of the Services. c) Client shall respond promptly to any request by Oracle for materials or approval and within any deadline reasonably required by Oracle to provide the Services.
Vendor’s Warranties CONTRACTOR irrevocably appoints the LEA its agent and attorney-in-fact during the term of this Agreement, so long as the LEA shall not be in default hereunder for the purpose of asserting from time to time whatever claims and rights which CONTRACTOR may have against the Vendor, including warranty claims with respect to the Accepted Buses, but for no other purpose whatsoever. The LEA’s sole remedy for the breach of a warranty shall be against the Vendor and not against CONTRACTOR, nor shall such matters have any effect whatsoever of this Agreement, including the LEA’s obligation to make timely Installment Payments hereunder. The LEA expressly acknowledges that CONTRACTOR makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties from the Vendor.
Purchaser Warranties 8.1. The Purchaser warrants to the Seller as at the Execution Date, and, save as expressly provided otherwise, as at the Completion Date in terms of the warranties set out in Schedule 4 (“Purchaser Warranties”). 8.2. The Purchaser acknowledges that the Seller has entered into this Agreement in reliance on, amongst others things, the Purchaser Warranties. 8.3. If after the Execution Date (i) it is brought to the knowledge of the Purchaser that any of the Purchaser Warranties were untrue, inaccurate or misleading in any material respect as of the Execution Date, or (ii) any event occurs or any matter arises which to the knowledge of the Purchaser results or could reasonably be expected to result in any of the Purchaser Warranties being untrue, inaccurate or misleading in any material respect at Completion had the Purchaser Warranties been repeated as at the Completion Date, the Purchaser shall notify the Seller in writing as soon as reasonably practicable and in any event prior to the Completion Date. Any such notifications shall be disregarded with respect to determining whether the condition set forth in Clause 3.1(iii) has been satisfied and for the purposes of Clause 10.
Representations and Warranties of Dealer Dealer represents and warrants to Company on the date hereof that: (a) it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance; (b) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any material contractual restriction binding on or affecting it or any of its assets; (c) all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and (d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.
REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:
Representations and Warranties of Xxxxx Xxxxx represents and ---------------------------------------- warrants to the Company that: (a) Xxxxx is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD. (b) Xxxxx is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Xxxxx, and this Agreement is a legal valid and binding obligation of Xxxxx, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 7 and 8 hereof may be unenforceable as against public policy). (d) Xxxxx and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Xxxxx shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and Xxxxx is a registered selling agent in the jurisdictions in which the Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Certificates. (e) The execution and delivery of this Agreement by Xxxxx, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate charter or bylaws of Xxxxx or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Xxxxx is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order. (f) Any funds received by Xxxxx to purchase Certificates will be handled in accordance with Rule 15c2-4 under the 0000 Xxx. (g) There is not now pending nor, to Xxxxx' knowledge, threatened against Xxxxx any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Xxxxx' activities as a broker-dealer.
Manufacturer’s Warranties If a Lease Vehicle is covered by a Manufacturer’s warranty, the Lessee, during the Vehicle Term for such Lease Vehicle, shall have the right to make any claims under such warranty that the Lessor could make.
Buyer Warranties 38.1 The Buyer represents and warrants that: (a) it has full power and capacity to enter into this Contract; (b) it has the financial capacity to perform its obligations; (c) it does not require the consent of any third party to this Contract or to perform its obligations; (d) they are aware of the rights given to purchasers by sections 217-219 (inclusive)of the Act ; (e) that any alteration, variation or matter referred to in clause 13 of this Contract will not materially prejudice their position and the Buyer agrees to be bound by any such matters or alterations; (f) it has not relied on or been induced to enter into this Contract by any representation or warranty made by the Seller, a consultant of the Seller, an agent of the Seller or any other person other than as expressly set out in this Contract; (g) it has relied on its own independent investigations and enquiries about the Scheme, the development and the Lot in entering into this Contract; (h) it has had the opportunity to obtain independent legal, financial, taxation and accounting advice in relation to the Lot and this Contract; and (i) the Buyer was not introduced to the lot by any person other than the Agent. 38.2 The Buyer agrees that information in brochures, models or other material of any description in connection with the sale of the Lot are indicative only and are not to be relied on or if relied on, the Buyer acknowledges that it elects to do so at its own risk and with full understanding that the Lot and Scheme may vary from the information in those items as represented in any of them, in accordance with the terms of this Contract. Where there is any inconsistency between plans, the sizes, dimensions and measurements on the draft survey plan contained in the Disclosure Statement (as amended from time to time) prevails. 38.3 The Buyer acknowledges and agrees that it has had the opportunity, prior to signing this Contract, to obtain an independent valuation in relation to the Lot and that no representations or warranties about the likely value of the lot at completion has been made by the Seller, a consultant of the Seller, an agent of the Seller. 38.4 The Buyer acknowledges and agrees that it had the opportunity to investigate the Land and the financial viability and/or performance of any investment in the Lot prior to signing this Contract and during the statutory 5 day cooling off period.
Purchaser’s Warranties 9.1 The Purchaser warrants to the Vendor that each of the following statements is true and accurate and not misleading as at the date hereof and will be so on the Completion Date as if immediately repeated before Completion: (a) the Purchaser is a company duly incorporated and validly existing under the laws of its place of incorporation and has the requisite power and authority to enter into and perform this Agreement and has obtained all necessary consents and authorisations to enable it to do so; (b) this Agreement constitutes valid, legal and binding obligations on the Purchaser in accordance with its terms; (c) compliance with the terms of this Agreement shall not breach or constitute a default under any of the following: (i) any order, judgment or decree applicable to the Purchaser; (ii) any Applicable Law, writ, order, rule or regulation; and (iii) any provision of its constitution; (d) the Purchaser (and the Purchaser’s Associates and advisors) do not have any knowledge of any matter which would constitute a breach of any of the Vendor Warranties, except for any actual or potential breach of the Vendor Warranties which are Disclosed in the Disclosure Material or in this Agreement; (e) the Purchaser has had the opportunity prior to the signing of this Agreement to conduct due diligence on the Group Companies and their business and has independently determined to enter into this Agreement without the benefit of any inducements, representations or warranties from the Vendor or its agents save as expressly set out in this Agreement; and (f) the Purchaser has received and reviewed the Disclosure Material (except as at the signing of this Agreement, the Completion Disclosure Letter), and has accessed and reviewed the documents in the Data Room.