Common use of Initial representations and warranties Clause in Contracts

Initial representations and warranties. The GCC Verifier makes the following representations and warranties to the GCC at the date of this Agreement: it is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations; it has the power to enter into and perform each of its obligations, and has taken all necessary actions to authorize its entry into and performance of its obligations, under this Agreement; the entry into and performance of its obligations under this Agreement do not and will not contravene, constitute a default under or conflict with: any law or regulation applicable to it; its constitutional documents; or any agreement or instrument binding upon it; it has duly and unconditionally obtained all necessary authorizations, consents and approvals of any governmental, regulatory or other authority, all of which are now in full force and effect, which are required for it to enter into and perform its obligations under this Agreement; no Default is continuing or might reasonably be expected to result from the performance of any of its obligations under this Agreement; no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to render impossible or economically impracticable or otherwise hinder its performance of its obligations under this Agreement has (to the best of its knowledge) been started or threatened against it; and any factual information it provides in accordance with its obligations under this Agreement is (to the best of its knowledge) true and accurate in all material respects at the date it is provided.

Initial representations and warranties. The GCC Verifier Service Provider makes the following representations and warranties to the GCC Verra at the date of this Agreement: it is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations; it has the power to enter into and perform each of its obligations, and has taken all necessary actions action to authorize authorise its entry into and performance of its obligations, under this Agreement; the entry into and performance of its obligations under this Agreement do not and will not contravene, constitute a default under or conflict with: any law or regulation applicable to it; its constitutional documents; or any agreement or instrument binding upon it; it has duly and unconditionally obtained all necessary authorizationsauthorisations, consents and approvals of any governmental, regulatory or other authority, all of which are now in full force and effect, which are required for it to enter into and perform its obligations under this Agreement; no Default is continuing or might reasonably be expected to result from the performance of any of its obligations under this Agreement; no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to render impossible or economically impracticable or otherwise hinder its performance of its obligations under this Agreement has (to the best of its knowledge) been started or threatened against it; and any factual information it provides in accordance with its obligations under this Agreement is (to the best of its knowledge) true and accurate in all material respects at the date it is provided.

Initial representations and warranties. The GCC Verifier Service Provider makes the following representations and warranties to the GCC VCSA at the date of this Agreement: it is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations; it has the power to enter into and perform each of its obligations, and has taken all necessary actions action to authorize authorise its entry into and performance of its obligations, under this Agreement; the entry into and performance of its obligations under this Agreement do not and will not contravene, constitute a default under or conflict with: any law or regulation applicable to it; its constitutional documents; or any agreement or instrument binding upon it; it has duly and unconditionally obtained all necessary authorizationsauthorisations, consents and approvals of any governmental, regulatory or other authority, all of which are now in full force and effect, which are required for it to enter into and perform its obligations under this Agreement; no Default is continuing or might reasonably be expected to result from the performance of any of its obligations under this Agreement; no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to render impossible or economically impracticable or otherwise hinder its performance of its obligations under this Agreement has (to the best of its knowledge) been started or threatened against it; and any factual information it provides in accordance with its obligations under this Agreement is (to the best of its knowledge) true and accurate in all material respects at the date it is provided.

Initial representations and warranties. The GCC UCR Verifier makes the following representations and warranties to the GCC UCR at the date of this Agreement: it is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations; it has the power to enter into and perform each of its obligations, and has taken all necessary actions to authorize its entry into and performance of its obligations, under this Agreement; the entry into and performance of its obligations under this Agreement do not and will not contravene, constitute a default under or conflict with: any law or regulation applicable to it; its constitutional documents; or any agreement or instrument binding upon it; it has duly and unconditionally obtained all necessary authorizations, consents and approvals of any governmental, regulatory or other authority, all of which are now in full force and effect, which are required for it to enter into and perform its obligations under this Agreement; no Default default is continuing or might reasonably be expected to result from the performance of any of its obligations under this Agreement; no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to render impossible or economically impracticable or otherwise hinder its performance of its obligations under this Agreement has (to the best of its knowledge) been started or threatened against it; and any factual information it provides in accordance with its obligations under this Agreement is (to the best of its knowledge) true and accurate in all material respects at the date it is provided. Repetition of Representations The representations and warranties made under this Agreement are deemed to be repeated by the UCR Verifier on the first day of the Service Period and on the date that the Service Period resumes following any suspension. Liability UCR not Liable Neither the UCR, nor any of its affiliates, UCR Advisory Board, UCR Committee, directors, employees, agents, staff, licensors and/or contractors shall be liable to the UCR Verifier nor any other person with respect to any claims whatsoever arising out of verification services and CoU quantification stated by the UCR Verifier for indirect, consequential, special, punitive or exemplary damages, including without limitation, claims for losses resulting from claims of whatsoever nature brought against the UCR Verifier by Registry Account holders, UCR Registries, Project Owners, other UCR Verifiers, UCR Platform Buyers, Token Investors, De-centralized Blockchain Protocols, Blockchain/Decentralized Financial Technology Developers or any other third party, or against the UCR, its affiliates, UCR Advisory Board, UCR Committee, directors, employees, agents, licensors and/or contractors in respect of the acts or omissions of the UCR Verifier pursuant to this Agreement. This clause shall apply regardless of any actual knowledge or foreseeability of such damages.