Partner Representations Sample Clauses

Partner Representations. Partner represents, warrants and covenants that during the term of the Agreement: 2.13.1. Partner will maintain the facilities, resources and experienced personnel necessary to market and resell the Products and/or to perform the Services and to otherwise fulfill its obligations under the Agreement; 2.13.2. Partner will comply with the terms and conditions contained in the applicable Program Guide(s) and in the Partner Authorization Letter; 2.13.3. Partner is not precluded by any existing arrangement, contractual or otherwise, from entering into the Agreement; 2.13.4. if Partner becomes aware of any actual or suspected unauthorized user, copying or disclosure of the Products, Partner will promptly notify Epicor and will assist Epicor, at Epicor’s expense and request, in the investigation and prosecution of such unauthorized user, copying or disclosure; and 2.13.5. Partner has the full right, power and authority to enter into the Agreement and to carry out its obligations thereunder, and there are no impediments known to Partner that would prevent Partner’s compliance with all the terms of the Agreement.

Partner Representations. During the Term of this Agreement, each Partner shall: 16.2.1 notify CEPI promptly in writing in the event that any of the warranties it has given under Clause 16.1 would no longer be true and correct were they repeated at the time that such Partner requests any disbursement of Project funds in accordance with Clause 3.5; and 16.2.2 notify CEPI promptly if it becomes aware that any actions are reasonably likely to be taken or have already been taken by the government of any country in which such Partner conducts Project activities that may adversely affect such Partner’s commitments in this Agreement, including Equitable Access. For clarity, such government actions may relate, for example, to the exercise of eminent domain or sovereign rights over Project Vaccine doses.

Partner Representations. Each Partner shall furnish the Partnership with any representations and forms as shall be reasonably needed, including where such representations and forms are needed due to changes in law made after the date hereof (a) to assist the Partnership and/or any Subsidiary in determining the extent of, and in fulfilling, its withholding, reporting or other tax obligations, (b) as will permit payments or allocations of income made to or by the Partnership and/or any Subsidiary to be made without withholding or at a reduced rate of withholding, or (c) in order to reduce the amount of taxes borne by the Partnership and/or any Subsidiary. In addition, each Partner (i) represents and warrants that any such information and forms it furnishes (except with respect to any such information that was provided to such Partner, or that is based upon incorrect information that was provided to such Partner, by the Partnership) are and at all times shall be true, correct and complete, and (ii) agrees to promptly update any such information or forms if at any time such Partner becomes aware that such previously provided information or forms are no longer true, correct and complete.

Partner Representations. Each Partner represents and warrants to and covenants with the other Partners as follows: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation with all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to conduct the business of the Partnership. (b) This Agreement constitutes the legal, valid and binding obligation of the Partner enforceable in accordance with its terms. (c) Except as set forth on Schedule 13.1 hereto, no consents or approvals are required from any governmental authority or other person or entity for the Partner to enter into this Agreement and the Partnership. All corporate or partnership action on the part of the Partner necessary for the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, have been duly taken. (d) The execution and delivery of this Agreement by the Partner and the consummation of the transactions contemplated hereby by the Partner do not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject. (e) It has not conducted any business other than business incidental to the formation of the Partnership.

Partner Representations. Partner hereby represents and warrants to PresenceLearning as follows: (i) Partner has the right, power, and authority to enter into and perform its obligations under this Agreement, (ii) Partner has obtained all necessary consents in accordance with its operations to execute and deliver this Agreement and perform its obligations under this Agreement, (iii) the undersigned has the right, power and authority to enter into this Agreement on behalf of Partner, (iv) this Agreement constitutes the legal, valid and binding obligation of Partner, enforceable against Partner in accordance with its terms, subject only to the effect, if any, of (A) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (B) rules of law governing specific performance, injunctive relief and other equitable remedies, and (v)

Partner Representations. Partner represents and warrants to District that it has not engaged any broker, agent or finder in connection with the lease, acquisition or development of the Jersey Island, and Partner agrees to indemnify, defend and hold District harmless from any claim by any broker, agent or finder retained by, or alleged to have been retained by, Partner. Partner’s indemnity obligations under this Section shall survive the expiration or termination of this Agreement.

Partner Representations. Each Partner, by execution hereof, represents and warrants: (a) it is neither: (i) an employee benefit plan within the meaning of Section 3(3) of ERISA (whether or not it is subject to the provisions of Title I of ERISA); (ii) a plan described in Section 4975(e)(1) of the Code; (iii) an entity the assets of which include plan assets pursuant to Department of Labor Regulations at 29 C.F.R. § 2510.3-101 by reason of the investment (direct or indirect) in such entity by an entity described in the preceding clauses (i) or (ii) of this sentence; nor (iv) a “benefit plan investor” within the meaning of 29 C.F.R. § 2510.3-101; (b) that such Partner has provided the Partnership a duly completed and executed IRS Form W-9 or appropriate IRS Form W-8, as applicable; (c) that such Partner’s Interest in the Partnership has not been and will not be registered under the Securities Act, in reliance upon the exemption provided in Section 4(2) of the Securities Act, or registered or qualified under the securities law of any jurisdiction; (d) that such Partner has such knowledge, sophistication and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in its Interest in the Partnership, is able to bear the economic risk of an investment in its Interest in the Partnership and is an “accredited investor” as defined in Regulation D under the Securities Act; (e) that such Partner is acquiring for its own account, or for accounts as to which it exercises sole investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of such Partner’s property shall at all times be and remain within such Partner’s control; (f) that upon acquisition of its Interest in the Partnership, the number of beneficial owners (as defined in Section 3 of the Investment Partnership Act) owning such Partner’s Interest is one; and the Partnership, as a result thereof, will not be required to register as an investment company under the Investment Company Act; (g) that it is not a bank, within the meaning of Section 881(c)(3)(A) of the Code or if it is such a bank that it is incorporated under the laws of the United States or any state thereof (including the District of Columbia);

Partner Representations