Obligations, Representations and Warranties Sample Clauses

Obligations, Representations and Warranties. The Contractor warrants that it, its staff, and any and all subcontractors, if any, have all the necessary licenses, approvals, and certifications currently required by the laws of any applicable local, state, or Federal government to perform the services or work, as applicable, pursuant to this Agreement and/or any subcontract entered into under this Agreement. The Contractor further agrees that such required licenses, approvals, and certificates shall be kept in full force and effect during the term of this Agreement, or any extension thereof, and to secure any new licenses, approvals, or certificates within the required time frames and/or to require its staff and subcontractors, if any, to obtain the requisite licenses, approvals, or certificates. In the event the Contractor, its staff, and/or subcontractors, if any, are notified of a denial or revocation of any license, approval, or certification to perform the services or work, as applicable, under this Agreement, the Contractor shall immediately notify the Agency or Agencies.
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Obligations, Representations and Warranties. 2.3.1. Syndax agrees to Manufacture and supply the Syndax Compound for purposes of the Study as set forth in Article 8 (Supply and Use of the Compounds), and Syndax hereby represents and warrants to Merck that, at the time of Delivery of the Syndax Compound, such Syndax Compound shall have been Manufactured and supplied in compliance with: (i) the Specifications for the Syndax Compound; (ii) the Clinical Quality Agreement; and (iii) all Applicable Law, including cGMP and health, safety and environmental protections. Merck agrees to Manufacture and supply the Merck Compound for purposes of the Study as set forth in Article 8 (Supply and Use of the Compounds), and Merck hereby represents and warrants to Syndax that, at the time of Delivery of the Merck Compound, such Merck Compound shall have been Manufactured and supplied in compliance with: (a) the Specifications for the Merck Compound; (b) the Clinical Quality Agreement; and (c) all Applicable Law, including cGMP and health, safety and environmental protections.
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Obligations, Representations and Warranties. 5.1. Each Party represents and warrants to the other Party that: (a) it has the full corporate right, power and authority to enter into and be bound by the terms and conditions of this Agreement and to perform the acts and obligations required of it under this Agreement without the approval or consent of any other party; (b) the execution of this Agreement and the performance thereof do not violate any other agreement to which it is a party or by which it is bound; (c) this Agreement constitutes the legal, valid and binding obligation of such party; and (d) any and all activities and obligations it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules, regulations and industry standards. 5.2. Affiliate hereby represents and warrants that: (a) Affiliate and any Traffic Source are and will remain compliant at all times with applicable laws, rules, regulations, policies and guidelines; (b) will not generate any Fraudulent Traffic to the Approved Content or the Websites nor will use any form of Prohibited Materials; (b) Affiliate’s activity does not and will not infringe upon any third party rights, including Intellectual Property or privacy rights; (c) Affiliate will not access, use, misuse the Websites, Xxxxx’ Platform or Approved Content for any illegal purpose and will at all times. Affiliate acknowledges and agrees that violation of this Section may result in immediate cancellation of the applicable IO without liability by Xxxxx, in addition to an immediate refund of any amounts paid for the portion of the campaign affected by such violation.
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Obligations, Representations and Warranties. 10.1. The Merchant represents and warrants to EzSwype that on the date hereof: 10.2. It is an entity duly incorporated and/or validly existing and in good standing under the laws of India; 10.3. It has all necessary power and authority to enter into the Agreement; 10.4. The persons signing the Agreement on behalf of the Merchant have the authority to sign and execute on behalf of the Merchant so as to create binding obligations on the Merchant; 10.5. The execution and delivery of the Agreement, and the consummation of the transaction contemplated hereby, and the fulfillment of and compliance with the terms and conditions hereof, do not (i) violate any Laws, judicial or administrative order, award, judgment or decree applicable to it, or (ii) conflict with the terms, conditions or provisions of its constitutional documents or any other contractual obligations to or regulations; and 10.6. The Agreement constitutes valid and legally binding obligation and will be enforceable against the Merchant in accordance with its terms. 10.7. The Merchant shall comply with all the Laws including the guidelines and standard Terms and Conditions of Payments and such other amended guidelines and terms issued by EzSwype from time to time. 10.8. EzSwype reserves the right to change the standard terms and conditions and guidelines as applicable to the usage of POS Equipment or Services at any time without prior consent of the Merchant 10.9. EzSwype is not giving any warranties either express or implied whether of merchantability or fitness for any particular use or otherwise, in respect of the POS Equipment or any Services provided under the Agreement and no waiver, alteration or modification of the foregoing condition is valid unless an amendment to the Agreement is executed in writing by the Parties to the Agreement. The Merchants sole and exclusive remedy in the event of an interruption to or loss of use and/or access to the Services shall be to get the Services restored from EzSwype. EzSwype will use all reasonable endeavors, at its sole and absolute discretion which shall be final and binding on the Merchant, to restore the Services and/or access to the Services as soon as reasonably possible. 10.10. The Merchant acknowledges that it has been advised that no agent, employee or representative of EzSwype has any authority to buy and sell or affirm or promise any representation and warranty concerning the POS Equipment or Services, 10.11. Merchant shall at all time during th...
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Obligations, Representations and Warranties. Each party warrants that it has sufficient authority to enter into this Agreement.
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Obligations, Representations and Warranties. (a) Within five (5) days after the Effective Date, Seller shall deliver ITS most recent existing survey on the Property (such existing survey and as updated by Purchaser to be known as the "Survey"). (b) Within five (5) days after the Effective Date hereof, the Seller, at the Seller's sole cost and expense, shall provide to Purchaser a current owner's title policy commitment (hereinafter called the "Title Commitment") for the issuance of a standard form Owner's Policy of Title Insurance to the Purchaser from the Title Company in the full amount of the Purchase and Sale Price, together with good legible copies of all documents (including, but not limited to, recorded instruments) constituting exceptions or restrictions to Seller's title as reflected in the Title Commitment. To the extent Purchaser requests or requires any upgrades or additional endorsements to the Title Policy, such upgrades or additional endorsements shall be at Purchaser's sole cost and expense. (c) Purchaser shall have five (5) days from the date of receipt of the Title Commitment in which to review them and to deliver to Seller in writing ("Purchaser's Objection Notice") such objections as Purchaser may have to anything contained or set forth in the Title Commitment. Any items to which Purchaser does not object within such five (5) day period shall be deemed to be "Permitted Exceptions" (herein so called). If Purchaser fails to timely provide Seller ITS Purchaser's Objection Notice, then all exceptions noted shall be deemed to be Permitted Exceptions. (d) Seller shall, within five (5) days of ITS receipt of Purchaser's Objection Notice, advise Purchaser in writing ("Seller's Response") which objections (if any) it shall cure or cause to be cured prior to the Closing. Seller has no obligation to cure any title exceptions, except that Seller shall in all events be obligated to cause to be released on or before Closing, (i) all liens filed against the Property, (ii) all items Seller agrees to cure in the Seller's Response, and (iii) any exceptions to title created by Seller and not reflected on the Title Commitment prior to the expiration of the Inspection Period. If, in Seller's Response, Seller declines to cure any item to which Purchaser objected in Purchaser's Objection Notice, Purchaser shall be entitled to terminate this Agreement; provided, however, Purchaser must exercise such right no later than the expiration of the Inspection Period or five (5) days following Seller's response, ...
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Obligations, Representations and Warranties 
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Related to Obligations, Representations and Warranties

  • Ratifications Representations and Warranties (a) The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect. Borrower and the Banks agree that the Credit Agreement, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with its terms. (b) To induce the Banks to enter into this Amendment, the Borrower ratifies and confirms each representation and warranty set forth in the Credit Agreement as if such representations and warranties were made on the even date herewith, and further represents and warrants (i) that there has occurred since the date of the last financial statements delivered to the Banks no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect, (ii) that no Event of Default exists on the date hereof, and (iii) that the Borrower is fully authorized to enter into this Amendment. THE BORROWER ACKNOWLEDGES THAT THE CREDIT AGREEMENT PROVIDES FOR A CREDIT FACILITY THAT IS COMPLETELY DISCRETIONARY ON THE PART OF THE BANKS AND THAT THE BANKS HAVE ABSOLUTELY NO DUTY OR OBLIGATION TO ADVANCE ANY REVOLVING LOAN OR TO ISSUE ANY LETTER OF CREDIT. THE BORROWER REPRESENTS AND WARRANTS TO THE BANKS THAT THE BORROWER IS AWARE OF THE RISKS ASSOCIATED WITH CONDUCTING BUSINESS UTILIZING AN UNCOMMITTED FACILITY.

  • Performance of Obligations; Representations and Warranties The Company shall have performed in all material respects each of its agreements contained in this Agreement required to be performed on or prior to the Effective Time, each of the representations and warranties of the Company contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and Parent shall have received a certificate signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer to such effect.

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

  • Client Representations and Warranties 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account will be deemed to be held by the persons as joint tenants despite any actual or constructive notice to Admiral of any partnership or other agreement between the persons. The joint holding will be only be deemed not to be held as joint tenants if Admiral expressly agrees that in writing that the persons consisting the client hold the Account as tenants in common in equal shares or by a court determination of that it is not held as joint tenants; if the Client is an investment manager or a responsible entity, the investment management agreement or fund constitution specifically empowers and authorises dealings in the Admiral Products, by the Client and on behalf of their underlying clients or investors; and such dealings are within the authorised ambit of each underlying client’s investment strategy; it will enter into Transactions pursuant to the applicable investment management agreement as investment manager or responsible entity and not otherwise; (iii) it will only deal in Admiral Products when the funds or other assets under its control are sufficient to meet the obligations which arise in connection with such dealing; and if your appointment as investment manager or responsible entity is terminated, it is authorised to arrange for Closing Out of all Transactions entered into on behalf of the Client prior to the date of such termination as soon as possible; is not an employee or the close relative of an employee of any exchange participant; you have read these Account Terms and any product disclosure statement issued by Admiral in relation to the Admiral Products and Transactions relevant to the Account (including the disclosures of significant risks); you have considered your objectives and financial situation and you have had a reasonable opportunity to obtain appropriate independent advice prior to entering into these Account Terms, and has formed the opinion that dealing in the Admiral Products is suitable for your needs and purposes; the Client is willing and able, financially and otherwise, to assume the risk of trading in high risk investments, Transactions using Margin and all other Transactions covered by these Account Terms; all information supplied to Admiral by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order with Admiral and you assume full responsibility for any Order placed with Admiral; you fully understand the relevant provisions of: the prohibition of false or misleading markets and other market manipulation as described in Applicable Laws and section 1041A of the Corporations Act; the prohibition of xxxxxxx xxxxxxx as described in section 1043A of the Corporations Act; the prohibition of false trading and market rigging as described in sections 1041B and 1041C of the Corporations Act; the prohibition of misleading and deceptive conduct described in section 1041H of the Corporations Act; and Applicable Laws and, to the extent your investing in Admiral Products have Underlying Reference Instruments which are governed by the Corporations Act, the conditions upon which short selling is permitted on the ASX and the disclosure obligations are imposed on short sellers. You will notify Admiral if you are funding your account using superannuation as that may impact your classification as a retail or wholesale client. You acknowledge to us that you have received or downloaded, and read and understood the TMD document and you agree that you are within the class of consumers described in our TMD.

  • Customer Representations and Warranties (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so. (b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto. (c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank. (d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet. (e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment. (f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations. (g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.

  • Assignor’s Representations and Warranties Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.

  • Client’s Representations and Warranties Client hereby represents and warrants to Adviser that: (i) Client has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms; (iii) Client’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of Client or any obligations by which Client is bound, whether arising by contract, operation of law or otherwise; (iv) Client will deliver to Adviser evidence of Client’s authority in compliance with such governing documents upon Adviser’s request; and (v) the Client is the owner of all cash, Investments and other assets in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash, securities or assets.

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

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