Further Representations and Warranties. 12.1 In addition to other representations and warranties in this Agreement, each Party represents and warrants as follows: (i) it is a corporation duly organized, validly existing, and in good standing under the laws of its incorporation; (ii) execution and performance of this Agreement by such Party and the consummation of the transactions contemplated hereby do not and will not contravene the certificate of incorporation or by-laws of such Party and do not and will not conflict with or result in (a) a breach of or default under any indenture, agreement, judgment, decree, order or ruling to which such Party is a party that would materially adversely affect such Party’s ability to perform its obligations under this Agreement, or (b) a breach of any applicable law; (iii) it shall comply with all applicable laws in the performance of its obligations and the exercise of its rights under this Agreement; and (iv) it shall cooperate with the Service Provider, and the Services Provider’s tax, financial, and legal advisors in order to ensure compliance by all parties with the provisions of applicable laws. 12.2 EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT. EACH PARTY HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. 12.3 The Service Provider specifically disclaims any and all express or implied warranties with respect to the Platform, Platform Services and Payment Facilitation Services and these are provided on ‘as is’ basis.
Appears in 2 contracts
Samples: E Commerce Services Agreement, E Commerce Services Agreement
Further Representations and Warranties. 12.1 In addition to other representations and warranties in this Agreement, each Party represents and warrants as follows:
(i) it is a corporation duly organized, validly existing, and in good standing under the laws of its incorporation;
(ii) execution and performance of this Agreement by such Party and the consummation of the transactions contemplated hereby do not and will not contravene the certificate of incorporation or by-laws of such Party and do not and will not conflict with or result in (a) a breach of or default under any indenture, agreement, judgment, decree, order or ruling to which such Party is a party that would materially adversely affect such Party’s ability to perform its obligations under this Agreement, ; or (b) a breach of any applicable law;; and
(iii) it shall comply with all applicable laws in the performance of its obligations and the exercise of its rights under this Agreement; and
(iv) it shall cooperate with the Service Provider, and the Services Provider’s tax, financial, and legal advisors in order to ensure compliance by all parties with the provisions of applicable laws.
12.2 EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT. EACH PARTY HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.
12.3 The Service Provider specifically disclaims any and all express or implied warranties with respect to the Platform, Platform Services and Payment Facilitation Services and these are provided on ‘as is’ basis.
Appears in 2 contracts
Samples: E Commerce Services Agreement, E Commerce Services Agreement
Further Representations and Warranties. 12.1 13.1 In addition to other representations and warranties in this Agreement, each Party represents and warrants as follows:
(i) it is a corporation duly organized, validly existing, and in good standing under the laws of its incorporation;
(ii) execution and performance of this Agreement by such Party and the consummation of the transactions contemplated hereby do not and will not contravene the certificate of incorporation or by-laws of such Party and do not and will not conflict with or result in (a) a breach of or default under any indenture, agreement, judgment, decree, order or ruling to which such Party is a party that would materially adversely affect such Party’s ability to perform its obligations under this Agreement, ; or (b) a breach of any applicable law;; and
(iii) it shall comply with all applicable laws in the performance of its obligations and the exercise of its rights under this Agreement; and
(iv) it shall cooperate with the Service Provider, and the Services Provider’s tax, financial, and legal advisors in order to ensure compliance by all parties with the provisions of applicable laws.
12.2 13.2 EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT. EACH PARTY HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.IMPLIED
12.3 The 13.3 Service Provider specifically disclaims any and all express or implied warranties with respect to the Platform, Platform Services and Payment Facilitation Services and these are provided on ‘as is’ basis.
Appears in 1 contract
Samples: E Commerce Vendor Services Agreement
Further Representations and Warranties. 12.1 13.1 In addition to other representations and warranties in this Agreement, each Party represents and warrants as follows:
(i) it is a corporation duly organized, validly existing, and in good standing under the laws of its incorporation;
(ii) execution and performance of this Agreement by such Party and the consummation of the transactions contemplated hereby do not and will not contravene the certificate of incorporation or by-laws of such Party and do not and will not conflict with or result in (a) a breach of or default under any indenture, agreement, judgment, decree, order or ruling to which such Party is a party that would materially adversely affect such Party’s ability to perform its obligations under this Agreement, ; or (b) a breach of any applicable law;; and
(iii) it shall comply with all applicable laws in the performance of its obligations and the exercise of its rights under this Agreement; and
(iv) it shall cooperate with the Service Provider, and the Services Provider’s tax, financial, and legal advisors in order to ensure compliance by all parties with the provisions of applicable laws.
12.2 13.2 EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT. EACH PARTY HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITYVENDORABILITY, FITNESS FOR A PARTICULAR PURPOSE.
12.3 The 13.3 Service Provider specifically disclaims any and all express or implied warranties with respect to the Platform, Platform Services and Payment Facilitation Services and these are provided on ‘as is’ basis.
Appears in 1 contract
Samples: E Commerce Vendor Services Agreement