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Distributor’s Representations Sample Clauses

Distributor’s RepresentationsThe Distributor represents and warrants to the Trust that it is duly organized and validly existing as a Delaware limited liability company and is and at all times will remain duly authorized and licensed to carry out its services as contemplated herein.
Distributor’s RepresentationsThe Distributor represents and warrants to the Trust that it is duly organized and validly existing as an Indiana corporation and is and at all times will remain duly authorized and licensed to carry out its services as contemplated herein.
Distributor’s RepresentationsThe Distributor represents and warrants to the Trust that it is duly organized as a New York corporation and is and at all times will remain duly authorized and licensed to carry out its services as contemplated herein.
Distributor’s Representations. Distributor hereby represents and warrants the following: (a) It is a limited liability company duly organized, validly existing and in good standing under the laws of Arizona. (b) Its legal representative is empowered with the necessary sufficient authority to bind the Distributor under the terms hereof. (c) Distributor has taken all necessary action on its part to authorize the execution and delivery of this Agreement. This Agreement has been duly executed and delivered on behalf of Distributor and constitutes a legal, valid, binding obligation, enforceable against Distributor in accordance with its terms; (d) Distributor is not subject to any legal, contractual or other restrictions, limitations or conditions that conflict with its rights and obligations under this Agreement or that might affect adversely its ability to perform under this Agreement; (e) To the best of its knowledge, there are no investigations, adverse third party allegations, claims or actions against it, including any proceedings or any pending or threatened action against it by any Governmental Authority that may limit or in any manner affect the compliance by Distributor of the obligations undertaken hereunder; (f) The execution and delivery of this Agreement will not (i) violate the charter documents or other organizational documents of Distributor, (ii) conflict with or result in a violation or breach of, or constitute a default under, any contract, agreement or instrument to which Distributor is a party or by which it is bound, or (iii) violate or conflict with any law, rule, regulation, judgment, order or decree of any court applicable to Distributor; (g) As of the Effective Date, there are no claims pending or, to Distributor’s knowledge, threatened against Distributor or any of its Affiliates or Subdistributors by any third party, which might affect adversely its ability to perform under this Agreement. Distributor represents that it has not been notified of, nor does have knowledge of, any circumstances or set of circumstances that would put Distributor in any such situation; (h) Distributor represents and warrants that the Product will be used, promoted, marketed, imported, offered for sale, sold and/or distributed in accordance with good practices and in material compliance with applicable law and Marketing Authorizations.
Distributor’s Representations. Distributor represents and warrants that Distributor has, and shall maintain throughout the Term, adequate facilities, financing, and personnel to perform, at Distributor's own expense, Distributor's obligations under this Agreement, including, but not limited to, the payment of all invoices for the Articles when due.
Distributor’s RepresentationsThe Distributor represents and warrants to the Fund that it is duly organized as a Delaware corporation and is and at all times will remain duly authorized and licensed to carry out its services as contemplated herein.
Distributor’s RepresentationsThe Distributor represents and warrants to the Company that it is duly organized as an Ohio limited partnership and is and at all times will remain duly authorized and licensed to carry out its services as contemplated herein.
Distributor’s RepresentationsIn addition to and without derogating from the provisions of Section 13.1 above, Distributor hereby represents, warrants and covenants that: (a) It shall perform its obligations hereunder in full compliance with all applicable laws and regulations. Such laws, regulations shall include, without limitation, tender and bidding laws, anti-corruption and anti-unfair competition laws and regulations. The Distributor hereby acknowledges that it is fully aware of all the above-mentioned laws and regulations and any possible violation of such laws and regulations by the Distributor, shall be the sole responsibility of the Distributor. The Distributor shall indemnify and hold the G MEDICAL harmless from any and all loss or damage sustained because of the Distributor’s non-compliance with any applicable laws and regulations; (b) It has the required experience, expertise, personnel, facilities and resources in order to perform all of Distributor’s obligations under this Agreement. Distributor’s personnel involved in performing its obligations hereunder shall have sufficient skill, knowledge, and training to perform such services and carry out their assignments hereunder and shall perform their tasks in a professional and workmanlike manner, consistent with the performance standards set out in this Agreement, and at least in accordance with generally accepted industry standards; (c) no monies have been or shall, directly or indirectly, be paid or offered by it or on its behalf to any Government Authority (as defined below), or to any Government Officials (as defined below), for the purpose of improperly obtaining, retaining or directing any business opportunity related to this Agreement. For the purpose of this Section 13.2(c) –
Distributor’s RepresentationsIn order to induce COMPANY to enter into this agreement, DISTRIBUTOR, and its undersigned officer, warrant and represent that: 3.1 DISTRIBUTOR is a corporate entity duly organized and in good standing, and will remain in compliance with all applicable laws in the Territory. 3.2 DISTRIBUTOR was not created primarily to enter into this Agreement or to handle the Products, and its business is not exclusively or principally devoted to the purchase and resale of the Products. 3.3 DISTRIBUTOR is and will remain an independent contractor with respect to its relationship with COMPANY. DISTRIBUTOR agrees that COMPANY has granted it no authority to make changes to COMPANY's terms and conditions of sale, to extend COMPANY warranties or, in general, to enter into contracts or make quotations on behalf of or to bind COMPANY in any transactions with DISTRIBUTOR's customers or any governmental agencies or third parties. No relationship of employment shall arise between COMPANY and DISTRIBUTOR, or between COMPANY or any employee or representative of DISTRIBUTOR. DISTRIBUTOR is at all times acting for its own account, and at its own expense.
Distributor’s RepresentationsIn order to induce Wilshire to enter into this Agreement DISTRIBUTOR, and its undersigned officer, warrant and represent that: 2.1 DISTRIBUTOR is a corporate entity duly organized and in good standing, and will remain in compliance with all applicable laws in the Territory. 2.2 DISTRIBUTOR is and will remain an independent contractor with respect to its relationship with Wilshire. DISTRIBUTOR agrees that Wilshire has granted it no authority to make changes to Wilshire's terms and conditions of sale, to extend Wilshire warranties or, in general, to enter into contracts or make quotations on behalf of or to bind Wilshire in any transactions with DISTRIBUTOR's customers or any governmental agencies or third parties. No relationship of employment shall arise between Wilshire 2 and DISTRIBUTOR, or between Wilshire or any employee or representative of DISTRIBUTOR. DISTRIBUTOR is at all times acting for its own account, and at its own expense.