MUTUAL REPRESENTATIONS AND WARRANTIES; COVENANTS Sample Clauses

MUTUAL REPRESENTATIONS AND WARRANTIES; COVENANTS. Each party represents and warrants to the other party that:
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MUTUAL REPRESENTATIONS AND WARRANTIES; COVENANTS. Each Party represents and warrants to the other Party that:
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MUTUAL REPRESENTATIONS AND WARRANTIES; COVENANTS. Each Party represents and warrants to the other Party, as of the Effective Date, that (i) it has the lawful right to grant the licenses provided under this Agreement and perform its obligations hereunder, (ii) it shall perform the Project Activities described in this Agreement in a professional and workmanlike manner in compliance with the terms and conditions of this Agreement, and (iii) its entering into and performance of this Agreement does not and will not violate, conflict with or result in a material default under its certificate or articles of incorporation or by-laws or any contracts, judgment, or encumbrance binding on it. Each Party hereby agrees to comply with all applicable national and international laws in connection with the performance of such Party's obligations under this Agreement, including all applicable import/export controls in the United States and in all other countries in which the Parties conduct activities under this Agreement. Terran further (a) represents and warrants that Terran’s Base Intellectual Property and the products developed hereunder do not and will not infringe or misappropriate the Intellectual Property Rights of any Third Party (other than Joint Intellectual Property, and/or to the extent caused by compliance with Lockheed Mxxxxx specifications), and (b) represents, warrants and covenants that Terran does and shall, during the term hereof, maintain systems related to data security, privacy and protection of confidential information that are consistent with the industry standards related thereto and in the event of any breach or compromise of such data security systems, will promptly notify Lockheed Mxxxxx of such breach and reasonably cooperate with Lockheed Mxxxxx to correct and remediate such breach.
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MUTUAL REPRESENTATIONS AND WARRANTIES; COVENANTS. Each Party represents and warrants to the other Party, as of the Effective Date, that (i) it has the lawful right to grant the licenses provided under this Agreement and perform its obligations hereunder, (ii) it shall perform the Project Activities described in this Agreement in a professional and workmanlike manner in compliance with the terms and conditions of this Agreement, and (iii) its entering into and performance of this Agreement does not and will not violate, conflict with or result in a material default under its certificate or articles of incorporation or by-laws or any contracts, judgment, or encumbrance binding on it. Each Party hereby agrees to comply with all applicable national and international laws in connection with the performance of such Party's obligations under this Agreement, including all applicable import/export controls in the United States and in all other countries in which the Parties conduct activities under this Agreement. Terran further
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MUTUAL REPRESENTATIONS AND WARRANTIES; COVENANTS. Each Party represents and warrants to the other that, as of the Effective Date and with respect to Sections 7.1(e) to (h) covenants:
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MUTUAL REPRESENTATIONS AND WARRANTIES; COVENANTS. Each party represents and warrants as of the Effective Date that (a) it is a corporation organized and existing under the laws of its jurisdiction of incorporation with full power and authority to enter into and perform this Agreement; (b) this Agreement has been duly authorized by all necessary corporate action and constitutes the binding obligation of such party enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy laws or other laws affecting the rights of creditors generally; (c) the person(s) executing this Agreement on its behalf has actual authority to bind it to this Agreement; and (d) such party's execution and performance of this Agreement does not and will not violate or conflict with any provision of such party's governing corporate instruments or of any commitment, agreement or understanding that such party has or will have to or with any person or entity. Further, each party covenants during the Term that it will comply with all Applicable Law.
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Related to MUTUAL REPRESENTATIONS AND WARRANTIES; COVENANTS

  • Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

  • Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party as follows:

  • Representations; Warranties; Covenants Grantor hereby represents, warrants and covenants that:

  • Survival of Representations, Warranties, Covenants and Agreements The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

  • Mutual Representations, Warranties and Covenants Each Party hereby represents, warranties, and covenants that:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations, Warranties, Covenants and Agreements The representations and warranties contained in the Loan Documents and in any certificates delivered to Lender in connection with the closing shall be true and correct in all material respects, and all covenants and agreements required to have been complied with and performed by Borrower shall have been fully complied with and performed to the satisfaction of Lender.

  • Representations and Warranties and Covenants 10 4.1 Generally.........................................................10 4.2

  • General Representations, Covenants and Warranties To induce each Revolving Credit Lender to establish the credit facility contemplated herein and to induce the Revolving Credit Lenders to provide loans and advances under the Revolving Credit (each of which loans shall be deemed to have been made in reliance thereupon) the Borrowers, in addition to all other representations, warranties, and covenants made by any Borrower in any other Loan Document, make those representations, warranties, and covenants included in this Agreement.

  • Representations, Warranties, Covenants and Agreements of the Company The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:

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