Marketer Representations, Warranties and Covenants Sample Clauses

Marketer Representations, Warranties and Covenants. Marketer represents, warrants and covenants to Client that: (a) it has, or shall obtain and shall maintain in full force and effect during the Term, all necessary licenses, permits, consents and authorizations as may be necessary in connection with the Campaign and provision of the Services; (b) it shall materially comply with, and ensure that all Marketer Personnel and third party providers comply with, all policies and guidelines of Client that are communicated to Marketer in writing; (c) Client will receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind; and (d) to the best of Marketer’s knowledge and belief, none of the Services, Deliverables or client's use thereof infringe or will infringe any Intellectual Property of any third party arising under the Laws of the United States, and, as of the date hereof, there are no pending or, to Marketer's knowledge, threatened claims, litigation or other proceedings pending against Marketer by any third party based on an alleged violation of such Intellectual Property, in each case, excluding any infringement or claim, litigation or other proceedings to the extent arising out of (i) any Client Materials or any instruction, information, designs, specifications or other materials provided by Client to Marketer, (ii) use of the Deliverables in combination with any materials or equipment not supplied or specified by Marketer, if the infringement would have been avoided by the use of the Deliverables not so combined, and (iii) any modifications or changes made to the Deliverables by or on behalf of any Person other than Marketer. 6.3
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Marketer Representations, Warranties and Covenants. Marketer represents, warrants and covenants to Client that:
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Related to Marketer Representations, Warranties and Covenants

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Company Representations, Warranties and Covenants The Company hereby represents, warrants and agrees as follows:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Purchaser’s Representations, Warranties and Covenants In order to induce the Issuer to sell and issue the Securities to the Purchaser under one or more exemptions from registration under the Securities Act, the Purchasers, severally and not jointly, represent and warrant to the Issuer, and covenant with the Issuer, that:

  • Buyer’s Representations, Warranties and Covenants Buyer represents, warrants and covenants:

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

  • THE SUBSCRIBER’S REPRESENTATIONS, WARRANTIES AND COVENANTS The Subscriber hereby acknowledges, agrees with and represents, warrants and covenants to the Company, as follows:

  • THE COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS The Company hereby acknowledges, agrees with and represents, warrants and covenants to the Subscriber, as follows:

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

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