Operator Warranties. The Operator represents, warrants and undertakes:
(a) that no form of Modern Slavery is used in the Operator's business or by its directors, officers, employees, agents, representatives, contractors or subcontractors;
(b) to comply with all applicable employment and work health and safety laws;
(c) to comply with all applicable statutory requirements relating to Modern Slavery, including but not limited to any imposed by the Commonwealth Act;
(d) to comply with all applicable Modern Slavery reporting requirements, including but not limited to any imposed by the Commonwealth Act;
(e) to include, in each of its contracts with its subcontractors and/or suppliers, anti- slavery provisions that are at least as onerous as those set out in this clause 14; and
(f) to notify to the Principal promptly upon becoming aware of any incident, complaint or allegation that the Operator, or any entity in its supply chain, has engaged in Modern Slavery.
Operator Warranties. As a condition of consent, in addition to generic and typical representations and warranties, GPC may require Operator to represent, warrant, or covenant that: (a) it can, and will, operate the Facility in accordance with all Technical Requirements and all applicable QFIA obligations; (b) it is qualified to do business in, and is in good standing with the officials of, the state of Georgia; and (c) all applicable representations, warranties, and covenants made by Generator in this QFIA are true and correct as to Operator.
Operator Warranties. Operator warrants that all operating, maintenance and management services provided under this Agreement shall be performed in all material respects in accordance with Prudent Operating Practices and as necessary to preserve all manufacturers’ warranties and insurance coverages and to comply with any and all Authorizations for operation of the Facilities, provided that Operator has received written notification of same pursuant to Section 5.7. Operator shall re-perform, at Owner’s written request made within thirty (30) days of discovery of a nonconforming service, all services required to be performed hereunder which are determined not to conform to the foregoing warranty. Operator shall provide the labor, engineering, supervision, tools and materials necessary to effect such nonconforming services consistent with Owner’s reasonable requirements. Owner may undertake to remedy the nonconforming service and in such case Operator shall reimburse Owner for all reasonable costs incurred thereby.
Operator Warranties. The Operator warrants and represents to the Client on a continuing basis that: The Operator is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Operator has full right, authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the Operator pursuant to this Agreement and to fulfill is obligations contemplated hereby and thereby. The execution, delivery and performance by the Operator of this Agreement and each such other agreement, document and instrument delivered pursuant to this Agreement have been duly authorized by all necessary action of the Operator and no other action on the part of the Operator is required in connection therewith; its performance of the Services hereunder, and its license and development of the Programs and Deliverables to the Client and Authorized Users in accordance with this Agreement will not to the best of its knowledge infringe or violate the Intellectual Property Rights or the data privacy of any third party or otherwise violate legal requirements; it has the facilities, systems, know-how and resources to perform the Services in a competent and professional manner; the Programs have been designed and fully tested in such a manner that they will, without interruption or manual intervention, continue to operate consistently, predictably and accurately and in accordance with all of the requirements of this Agreement; the Deliverables and the Services (i) will be of satisfactory quality; (ii) will meet, in all material respects, (a) the Specifications set forth in Attachment A, (b) any applicable Project Plan, and (c) with respect to Enhanced IQship, also the Specifications set forth in Attachment I; (iii) will comply with all applicable Service Levels as specified in Attachment B; and (iv) will comply, in all material respects, with the parties' discussions, as embodied in written and approved design and functional layout documents; and liii make commercially reasonable efforts to ensure that the Deliverables do not and shall not contain, at the time of installation, any timer, clock, counter, or other limiting design or routine, nor any virus, that could impair the integrity of the Client's information processing systems and data (or any portion thereof) or cause it to become erased, inoperable, impaired, or otherwise incapable of being used in the full manner for which it was designed and licensed...
Operator Warranties. The Operator warrants that:
18.1.1 it has taken all necessary actions to authorise its execution of this Agreement;
18.1.2 the execution and performance of all of its obligations in terms of this Agreement does not and will not contravene any provision of the founding documents of the Operator as at the Signature Date and the Commencement Date, or any order or other decision of any Responsible Authority or arbitrator that is binding on the Operator as at the Signature Date and at the Operation Commencement Date;
18.1.3 for the Term, no encumbrances shall be granted or created in respect of the Business Assets (other than the Licensed Intellectual Property not owned by the Operator), including that it has not registered or granted any security interests over the Business Assets which could in any manner (whether in contract or in Law) defeat or override SANParks’ interest in the Management Services Assets;
18.1.4 all Consents required by the Operator to provide the Management Services shall be in full force and effect as at the Signature Date and as at the Commencement Date, save for any Consents which are not required under applicable Law to be obtained by the Signature Date or the Commencement Date (as the case may be), provided that the Operator warrants that it knows of no reason (having used its best endeavours to enquire in this regard) why any such Consent will not be granted on reasonable terms by the time it is required to obtain such Consent;
18.1.5 as at the Commencement Date all authorisations, approvals and licenses required in order to permit the Operator or the Subcontractors to make use of the Licensed Intellectual Property and the Transferable Licensed Intellectual Property for purposes of performing the Management Services have been validly granted and will remain effective for the remainder of the Term, unless the Licensed Intellectual Property and the Transferable Licensed Intellectual Property is required for a shorter period in which event the Operator or the Subcontractors shall ensure that it has been validly granted and will remain effective for such shorter period of time;
18.1.6 no litigation, arbitration, investigation or administrative proceeding relating to the Operator or any of its shareholders is in progress as at the Signature Date and as at the Commencement Date or, to the best of the knowledge of the Operator as at the Signature Date and as at the Commencement Date having made all reasonable enquiries, threatened against ...
Operator Warranties. Operator hereby represents and warrants to Gulf that as of the date of execution hereof and the Effective Date of this Novation:
(a) In making the decision to enter into this Novation and consummate the transactions contemplated hereby, Operator has relied solely on the basis of its own independent due diligence investigation.
Operator Warranties. OPERATOR warrants and represents that it has full power and authority to enter into this Agreement and perform the obligations in this Agreement; that consummation of this Agreement will not create a default under any other agreement and will not violate any law, regulations, order, judgment, decree or rule; that OPERATOR has conducted its own review of the plans and specifications for the Golf Course prior to execution of this Agreement; and that OPERATOR is not relying on any representation of the CITY in connection with the execution of this Agreement. OPERATOR warrants and represents that it is authorized to transact business in the State of California and that all of OPERATOR's employees are properly licensed and trained for their respective positions and responsibilities.
Operator Warranties. The Operator warrants to the Driver that: the Operator is the owner or lessee of a Licence in respect of the Taxi-Cab, and the Taxi-Cab is of the type and class specified in the Licence; the Operator is the Owner of the Taxi-Cab; the Operator is an accredited operator / Operator with the TSC; the particulars in Schedule 1 and Schedule 2 provided by the Operator are correct as at the date of this Agreement, and any amendments will be notified promptly to the Driver; the Driver is entitled to use the equipment in the Taxi-Cab in accordance with the terms of this Agreement. The Driver warrants to the Operator that: he or she holds a current Victorian driver's licence, details of which appear in Item 8 of Schedule 2; he or she holds an accreditation to drive a commercial passenger vehicle under section 165 of the Act, details of which appear in Item 9 of Schedule 2; he or she is lawfully permitted to work in Australia; he or she is registered with the Australian Tax Office for GST purposes and he or she holds a current Australian Business Number; unless otherwise provided for in this Agreement, he or she will be the sole driver of the Taxi-Cab during the Shifts; he or she will comply with any codes of conduct notified from time to time by the Operator to the Driver; the Taxi-Cab's meter will run for the entire duration of each passenger trip; the Driver will collect the fare accrued on the meter (unless otherwise agreed) for each passenger trip in accordance with clause 12.1; he or she will use his or her best endeavours to: accept all bookings that are offered to the Driver; actively seek customers when there is no passenger on board and the Driver is not on its way to collect a passenger; and ensure that the Taxi-Cab is operative and carrying passengers for as much time during the Shift as possible; the particulars in Schedule 1 and Schedule 2 provided by the Driver are true and correct, and any amendments will be notified promptly to the Operator; the Driver has not withheld any material information which, if known by the Operator, might reasonably affect the Operator's decision to enter into this Agreement; and where the Taxi-Cab is a wheelchair accessible taxi-cab (WAT) used to carry persons in wheelchairs under the program called the Multi-Purpose Taxi Program, the Driver's accreditation must be endorsed with a "W", indicating that the Driver is permitted to drive a WAT under the accreditation and that the Driver has successfully completed the requisite ...
Operator Warranties. Operator hereby warrants that the Services, including and each component thereof shall: (i) be performed consistent with generally accepted industry standards, (ii) in accordance with all requirements of this Agreement and (iii) in accordance with the terms of the financing arrangement and material contracts of the Owner.
Operator Warranties. The Operator warrants and undertakes to the Trust (which warranties and undertakings will be deemed to be repeated on Financial Close) that:-
5.1.1 each the Operator and HoldCo:
(a) is validly incorporated;
(b) has the power and capacity to execute the Project Documents, and perform its obligations and exercise its rights under them; and
(c) has not traded at any time since its incorporation;
5.1.2 except for liabilities that have arisen from the Operator and HoldCo, respectively, preparing to enter and/or entering into the Project Documents, the Operator and HoldCo, respectively, have no material obligations;
5.1.3 the information on the Operator and HoldCo in Part A of the Schedule is true and accurate and no offer or other arrangement is outstanding at the Execution Date by which (a) any person is at the Execution Date or at any time thereafter, entitled to or obliged to subscribe for or take any interest in any share capital in the Operator or HoldCo, (b) any alteration to the constitution of the board of directors of the Operator and/or HoldCo may take effect;
5.1.4 the certified copies of the memorandum of association and articles of association of the Operator and HoldCo delivered to the Trust under Clause 3.1.3 are true and accurate and that no proposals are outstanding to amend those documents;
5.1.5 the Operator is entitled to grant the licence specified in Clause 43 (Intellectual Property);
5.1.6 the Operator will not by entering into or performing its obligations or exercising its rights under the Project Documents, be in breach of or cause to be breached any restriction (whether arising in contract or otherwise) binding on the Operator or any of its assets or undertakings;
5.1.7 none of the authorised share capital (issued or unissued) of the Operator is subject to any Encumbrance (save in accordance with the Finance Agreements);
5.1.8 the Operator has no subsidiaries or subsidiary undertakings;
5.1.9 the design of the Works will, in all material respects, comply with the Core Construction Requirements; and
