GENERAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES Sample Clauses

GENERAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Each Party hereby severally represents and warrants to each other Party as of the Execution Date and the Closing Date (other than those representations and warranties that address matters only as of a particular date, which need only be true and accurate as of such date), as follows:
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GENERAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Each of the Buyer and the Seller represents and warrants, as of the date hereof and as of the date of the Closing, to the other party hereto as follows: (a) Such party is an entity duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation and has taken all action necessary on the part of such party (and, to the extent applicable, its members, partners or equity holders have taken all necessary required action) for the authorization, execution and delivery of this Agreement and the performance of all obligations of such party hereunder. (b) This Agreement constitutes a valid and legally binding obligation of such party, enforceable against such party in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. (c) The execution, delivery and performance of this Agreement does not and will not (i) conflict with or result in any breach of any of, constitute a default under, or result in a violation of any law, rule, regulation or judgment applicable to such party, (ii) conflict with, or result in a breach of the organizational documents of such party, (iii) violate or conflict in any material respect with, or result in a material breach of any provision of, or constitute a material default under, or result in the creation of any material lien or encumbrance upon any of the material assets of such party under, any of the terms, conditions or provisions of any material agreement or other obligation of such party. (d) No consent, approval, filing, authorization, order, registration or qualification of or with any governmental authority or any other person is required in connection with the execution, delivery or performance by, or enforcement against, such party or the transaction contemplated by this Agreement, except where such have already been obtained or as otherwise provided in this Agreement. (e) Such party is relying solely on its own counsel and other advisors for legal, financial and other advice with respect to the transaction contemplated by this Agreement and any related documents and, other than the representations made by the other party in this Agreement, such party is not relying on any statements or representations, written or oral, of any of the other party, the Company, or its or their agents or advisors.
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GENERAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES. ServiceWare warrants that it has all rights necessary to grant the licenses granted to Licensee hereunder. Each party represents and warrants that it is authorized to enter into this Agreement and that the representative of the party signing this Agreement is duly authorized by the party to act therewith.
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GENERAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES. 13.1 Each Party represents and warrants that: (a) such Party: (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) has the power and authority to carry on its business as proposed and as now conducted; (iii) has the power to execute, deliver and perform this Agreement; (b) the execution, delivery and performance by such Party of this Agreement: (i) has been duly authorized by all requisite company action of such Party; (ii) will not violate or be in conflict with any applicable law, any judgment, order, writ, injunction, decree or consent of any court or other judicial authority applicable to such Party, or any material instrument, agreement, document, arrangement or other understanding to which such Party is a party or by which such Party may be bound; (c) there are no actions, suits or proceedings pending or threatened affecting such Party that involves the transactions contemplated in this Agreement or the ability of such Party to perform its obligations under this Agreement; and (d) this Agreement is the legal, valid and binding obligation of such Party, enforceable in accordance with its terms and conditions.
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GENERAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Indigo hereby makes, for the purposes of this Agreement and for the benefit of HP, the representations and warranties set forth in sections 3.1, 3.3, 3.5, and 3.17 (to the extent applicable to the OEM Products) of the Stock Purchase Agreement, and those representations and warranties are hereby incorporated by reference into this Agreement. In addition, each Party hereby represents and warrants: 14.1 it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; 14.2 the execution, delivery and performance of this Agreement have been duly authorized by such Party; 14.3 it has all requisite authority and ability to enter into and perform under this Agreement, including granting the licenses granted hereunder; and 14.4 its performance under this Agreement will not materially violate any agreement with or obligation to, or require the consent of, any third party.
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GENERAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Wxxxxx.xxx, on the one hand, and WAITR, on the other hand, each make the following representations, warranties, covenants, and acknowledgments to each other, as may be applicable, to induce the other Party to enter into this Agreement, and the Parties each acknowledge that the other Party is reasonably relying upon such representations, warranties, covenants, and acknowledgments as a material inducement to execution of this Agreement: (a) Wxxxxx.xxx and WAITR have not, individually or collectively, in whole or in part, sold, assigned, transferred, conveyed, or made any other disposition of any cause of action, claim, demand, right, obligation, interest, shares, or damages released or covered herein; and
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GENERAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Each Party represents and warrants to the other Party that the statements contained in this Section 10.2 are true and correct.
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GENERAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES. The Parties warrant that they have all rights necessary to grant the licenses granted to hereunder. Each party represents and warrants that it is authorized to enter into this Agreement and that the representative of the party signing this Agreement is duly authorized by the party to act therewith.
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GENERAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Indigo hereby makes, for the purposes of this Agreement and for the benefit of HP, the representations and warranties set forth in sections 3.1, 3.3, 3.5, and 3.17 (to the extent applicable to the OEM Products) of the Stock Purchase Agreement, and those representations and warranties are hereby incorporated by reference into this Agreement. In addition, each Party hereby represents and warrants: 14.1 it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; 14.2 the execution, delivery and performance of this Agreement have been duly authorized by such Party; 14.3 it has all requisite authority and ability to enter into and perform under this Agreement, including granting the licenses granted hereunder; and 14.4 its performance under this Agreement will not materially violate any agreement with or obligation to, or require the consent of, any third party. 15. TERM AND TERMINATION 18 <PAGE> 15.1 Term Subject to section 15.2, this Agreement shall commence on the Effective Date and continue in force until December 31, 2003, unless earlier terminated by either Party.
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Related to GENERAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES

  • Representations and Warranties of the Parties (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

  • Additional Representations and Warranties of the Company (i) The Company shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Section 2(c) and as of the Closing Date of each related Securitization Transaction that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) the Company is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Company; (ii) the Company has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Company as servicer has been disclosed or reported by the Company; (iv) no material changes to the Company’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Company’s financial condition that could have a material adverse effect on the performance by the Company of its servicing obligations under this Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Company, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to the Company, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB. (ii) If so requested by the Purchaser or any Depositor on any date following the date on which information is first provided to the Purchaser or any Depositor under Section 2(c), the Company shall make reasonable best efforts within five Business Days but in no event later than ten Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (i) of this Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.

  • General Representations and Warranties The Contractor represents, warrants and covenants that: (i) The Contractor has all requisite power and authority to execute, deliver and perform its obligations under this Contract and the execution, delivery and performance of this Contract by the Contractor has been duly authorized by the Contractor. (ii) There is no pending litigation, arbitrated matter or other dispute to which the Contractor is a party which, if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on the Contractor’s ability to fulfill its obligations under this Contract. (iii) The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Contract. (iv) The Contractor (a) owns, or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for and related to delivery of the services and provision of the services as set forth in this Contract; (b) shall be responsible for and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and (c) none of the services or other materials or technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual property rights of any third party. (v) The Contractor has adequate resources to fulfill its obligations under this Contract. (vi) Neither Contractor nor Contractor’s subcontractors has past state or federal violations, convictions or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees.

  • Additional Representations and Warranties of the Seller The Seller shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Subsection 34.03 that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) the Seller is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Seller; (ii) the Interim Servicer has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Interim Servicer as servicer has been disclosed or reported by the Seller; (iv) no material changes to the Interim Servicer's policies or procedures with respect to the servicing function it will perform under the Interim Servicing Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Interim Servicer's financial condition that could have a material adverse effect on the performance by the Interim Servicer of its servicing obligations under the Interim Servicing Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Seller, Interim Servicer, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to the Seller, Interim Servicer, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.

  • REPRESENTATIONS AND WARRANTIES OF THE PROMOTER The Promoter hereby represents and warrants to the Allottee as follows: (i) The [Promoter] has absolute, clear and marketable title with respect to the said Land; the requisite rights to carry out development upon the said Land and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project; [in case there are any encumbrances on the land provide details of such encumbrances including any rights, title, interest and name of party in or over such land] (iv) There are no litigations pending before any Court of law with respect to the said Land, Project or the [Apartment/Plot]; (v) All approvals, licenses and permits issued by the competent authorities with respect to the Project, said Land and [Apartment/Plot] are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, Building and [Apartment/Plot] and common areas; (vi) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Allottee created herein, may prejudicially be affected; (vii) The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the said Land, including the Project and the said [Apartment/Plot] which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said [Apartment/Plot] to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall handover lawful, vacant, peaceful, physical possession of the [Apartment/Plot] to the Allottee and the common areas to the Association of the Allottees; (x) The Schedule Property is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Schedule Property; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said project to the competent Authorities; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said property) has been received by or served upon the Promoter in respect of the said Land and/or the Project; (xiii) That the property is not Waqf property.

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • Representations and Warranties of the Lessee Lessee hereby represents and warrants to the Lessor, which representations and warranties shall be deemed to be restated by Lessee each time Lessor makes an advance of the Development Financing, that: 1. VALIDITY OF DEVELOPMENT FINANCING DOCUMENTS - The Development Financing Documents are in all respects legal, valid and binding according to their terms. 2. NO PRIOR LIEN ON FIXTURES - No mortgage, xxxx of sale, security agreement, financing statement, or other title retention agreement (except those executed in favor of Lessor) has been, or will be, executed with respect to any fixture (except Lessee's trade fixtures not financed with this Development Financing) used in conjunction with the construction, operation or maintenance of the improvements.

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

  • Representations and Warranties of the Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:

  • Additional Representations and Warranties of the Servicer Except as disclosed in writing to the Seller, the Master Servicer, the Depositor and the Trustee prior to the Closing Date: (i) the Servicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Servicer; (ii) the Servicer has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Servicer as servicer has been disclosed or reported by the Servicer; (iv) no material changes to the Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the Closing Date; (v) there are no aspects of the Servicer’s financial condition that could have a material adverse effect on the performance by the Servicer of its servicing obligations under this Agreement and (vi) there are no affiliations, relationships or transactions relating to the Servicer or any Subservicer with any party listed on Exhibit I hereto.

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