EACH PARTY REPRESENTS AND WARRANTS THAT Sample Clauses

EACH PARTY REPRESENTS AND WARRANTS THAT. IT SHALL OBTAIN, MAINTAIN AND COMPLY WITH ALL PERMITS, CONSENTS AND APPROVALS NECESSARY FOR SUCH PARTY TO ENTER INTO AND FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT. IN THE EVENT THAT THE SERVICE IS NOT AVAILABLE, OR IS MATERIALLY INTERRUPTED, DELAYED, INCOMPLETE, INACCURATE, OR AFFECTED AS A RESULT OF A FAILURE BY FINRA TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, FINRA'S ENTIRE LIABILITY AND PARTICIPANT’S EXCLUSIVE REMEDY UNDER THIS LICENSE AGREEMENT FOR SERVICE OR PROGRAM DEFECTS SHALL BE, IN FINRA'S SOLE DISCRETION, EITHER (A) THE GOOD FAITH CORRECTION OR ATTEMPTED CORRECTION BY FINRA, GIVING DUE REGARD FOR THE COST, TIME, AND EFFECT ON OTHER USERS, OF REPRODUCIBLE PROGRAM DEFECTS OR THE PROVISION OF A BYPASS FOR A MATERIAL PROGRAMMING DEFECT. IN THE EVENT THAT THE SERVICE OR PROGRAM IS NOT AVAILABLE, IS MATERIALLY DELAYED, INTERRUPTED, INCOMPLETE, INACCURATE OR NEGATIVELY AFFECTED FOR AN ENTIRE BUSINESS DAY AND REMAINS SO AFFECTED AT THE COMMENCEMENT OF THE IMMEDIATELY SUCCEEDING BUSINESS DAY DUE TO THE FAULT OF FINRA (EXCEPT FOR A REASON PERMITTED IN THIS AGREEMENT), PARTICIPANT’S EXCLUSIVE REMEDY AGAINST FINRA SHALL BE, (A) IF PARTICIPANT CONTINUES TO RECEIVE THE SERVICE OR ANY OTHER DATA AND/OR INFORMATION OFFERED BY FINRA, A PRORATED MONTH’S CREDIT OF ANY MONIES DUE FOR AND DIRECTLY ATTRIBUTABLE TO THE AFFECTED SERVICE TO FINRA FROM PARTICIPANT FOR THE PERIOD AT ISSUE OR, (B) IF PARTICIPANT NO LONGER RECEIVES EITHER THE SERVICE OR ANY OTHER DATA AND/OR INFORMATION OFFERED BY FINRA, A PRORATED MONTH’S REFUND OF ANY MONIES DUE FOR THE AFFECTED SERVICE TO FINRA FROM PARTICIPANT FOR THE PERIOD AT ISSUE. SUCH CREDIT OR REFUND SHALL BE REQUESTED BY NOTICE TO FINRA WITH ALL PERTINENT DETAILS. NOTWITHSTANDING THE FOREGOING, FINRA MAKES NO WARRARITES WHATSOEVER WITH REGARD TO TESTING SERVICES. ALL SUCH TESTING SERVICES ARE PROVIDED “AS IS.” BEYOND THE WARRANTIES STATED IN THIS SECTION, THERE ARE NO OTHER WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY (INCLUDING TITLE, OWNERSHIP, INTELLECTUAL PROPERTY INFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, AVAILABILITY, FREEDOM FROM INTERRUPTION, ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE).
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EACH PARTY REPRESENTS AND WARRANTS THAT a) It has full authority to enter into this Agreement and to fully perform its obligations hereunder; b) No agreement previously entered into by a Party will interfere with such Party’s performance of its obligations under this Agreement, including, without limitation, any agreement between an Individual Member and any record company or music publisher or licensing agent; and c) Each Party shall perform in compliance with any applicable laws, rules and regulations of any governmental agency.
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EACH PARTY REPRESENTS AND WARRANTS THAT. IT SHALL OBTAIN, MAINTAIN AND COMPLY WITH ALL PERMITS, CONSENTS AND APPROVALS NECESSARY FOR SUCH PARTY TO ENTER INTO AND FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT. THE SYSTEM ALONG WITH ALL INFORMATION AND DATA IS PROVIDED AS IS. NASD WILL ENDEAVOR TO OFFER THE INFORMATION AND DATA AS PROMPTLY AND AS ACCURATELY AS IS REASONABLY PRACTICABLE. IN THE EVENT THAT THE SYSTEM OR INFORMATION AND DATA IS NOT AVAILABLE AS A RESULT OF A FAILURE BY NASD TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, NASD WILL ENDEAVOR, GIVING DUE REGARD FOR THE COST, TIME, AND EFFECT ON OTHER USERS, TO CORRECT ANY SUCH FAILURE. IN THE EVENT THAT THE INFORMATION AND DATA IS NOT AVAILABLE, IS DELAYED, IS INTERRUPTED, IS INCOMPLETE OR IS NOT ACCURATE OR IS OTHERWISE MATERIALLY AFFECTED FOR AN ENTIRE BUSINESS DAY AND REMAINS AFFECTED AT THE COMMENCEMENT OF THE IMMEDIATELY SUCCEEDING BUSINESS DAY DUE TO THE FAULT OF
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EACH PARTY REPRESENTS AND WARRANTS THAT. 1.1 It has full legal right, power and authority to carry on its business and to enter into this Agreement and perform all of its obligations, terms and conditions hereunder; and
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EACH PARTY REPRESENTS AND WARRANTS THAT. IT SHALL OBTAIN, MAINTAIN AND COMPLY WITH ALL PERMITS, CONSENTS AND APPROVALS NECESSARY FOR SUCH PARTY TO ENTER INTO AND FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT. IN THE EVENT THAT THE SERVICE IS NOT AVAILABLE, OR IS MATERIALLY INTERRUPTED, DELAYED, INCOMPLETE, INACCURATE, OR AFFECTED AS A RESULT OF A FAILURE BY FINRA TO PERFORM ITS
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EACH PARTY REPRESENTS AND WARRANTS THAT. IT SHALL OBTAIN, MAINTAIN AND COMPLY WITH ALL PERMITS, CONSENTS AND APPROVALS NECESSARY FOR SUCH PARTY TO ENTER INTO AND FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT. IN THE EVENT THAT THE SERVICE IS NOT AVAILABLE, OR IS MATERIALLY INTERRUPTED, DELAYED, INCOMPLETE, INACCURATE, OR AFFECTED AS A RESULT OF A FAILURE BY FINRA TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, FINRA'S ENTIRE LIABILITY AND PARTICIPANT’S EXCLUSIVE REMEDY UNDER THIS LICENSE AGREEMENT FOR SERVICE OR PROGRAM DEFECTS SHALL BE, IN FINRA'S SOLE DISCRETION, EITHER (A) THE GOOD FAITH CORRECTION OR ATTEMPTED CORRECTION BY FINRA, GIVING DUE REGARD FOR THE COST, TIME, AND EFFECT ON OTHER USERS, OF REPRODUCIBLE PROGRAM DEFECTS OR THE PROVISION OF A BYPASS FOR A MATERIAL PROGRAMMING DEFECT. IN THE EVENT THAT THE SERVICE OR PROGRAM IS NOT AVAILABLE, IS MATERIALLY DELAYED, INTERRUPTED, INCOMPLETE, INACCURATE OR NEGATIVELY AFFECTED FOR
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Related to EACH PARTY REPRESENTS AND WARRANTS THAT

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER Parent and Buyer hereby jointly and severally represent and warrant to the Sellers that:

  • Reliance on Representations and Warranties Subscriber understands the Units are being offered and sold to Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • Representations and Warranties of the Undersigned The undersigned hereby represents and warrants to and covenants with the Company that:

  • Representations and Warranties of Credit Parties To induce the Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders as follows:

  • Representations and Warranties of the Loan Parties Each Loan Party represents and warrants as follows: (a) The execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit Parties hereby represent and warrant to the Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated hereunder, which representations and warranties shall be deemed made on the Closing Date and as otherwise set forth in Section 6.2, that:

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • Representations and Warranties of the Collateral Agent The Collateral Agent in its individual capacity and as Collateral Agent represents and warrants as follows: