Partner Representations and Warranties Sample Clauses

Partner Representations and Warranties. Partner represents and warrants that: (a) the individual representative entering into this Agreement is duly authorized to bind Partner to these terms and conditions; (b) Partner is authorized to conduct business in the Territory; (c) Partner has the requisite skills, expertise and resources to perform its functions and obligations as an authorized Partner and as applicable to Partner’s activity under this Agreement (d) neither it nor any of its employees or officers is an official, employee, or active member of the armed services of any Territory government or an official or employee of any Territory government; (e) no government official of any Territory, and no official of any Territory government agency or instrumentality, is or will become associated with, or will own or currently owns an interest (direct or indirect), in Partner or has or will have any legal or beneficial interest in this Agreement or any payments made by Thales hereunder; (f) it will promptly report to Thales any changes to the information supplied on its Accelerate Application; (g) it will accurately characterize its relationship with Thales consistent with the terms of this Agreement; (h) it will comply with all applicable laws with respect to its obligations and Partner activity under this Agreement including those set forth in Section 8; (i) it will conduct its perform its obligations under and conduct its business with respect to this Agreement consistent with the terms of the Code of Ethics and other Mandatory Policies; and (j) it will only distribute Products pursuant to terms consistent with and at least as protective of the Products and Thales, its Affiliates, successors and assigns as the Terms and Conditions of Sale and any applicable Terms of Service.

Partner Representations and Warranties. 12.1 PARTNER hereby represents and warrants as follows: 12.1.1 PARTNER, as of the Effective Date of this CRADA, is a duly organized, validly existing, and in good standing under the laws of the State of . PARTNER is neither foreign owned nor a subsidiary of a foreign owned entity. 12.1.2 The PARTNER hereby represents and warrants that it is not suspended, proposed for debarment or debarred from eligibility for federal procurements (i.e., contracts, grants, cooperative agreement). The PARTNER will provide timely notice (seven days or less) to LL should this status or representation change.

Partner Representations and Warranties. 60 Section 15.1

Partner Representations and Warranties. 60 Section 15.1 Representations and Warranties........................................................ 60

Partner Representations and Warranties. Partner represents and warrants (a) the Integration will perform materially in accordance with the relevant documentation as amended from time to time by Partner and as provided to Partner’s customers; (b) it will not materially decrease the overall features and functionalities of any Integration during the Term;

Partner Representations and Warranties. (a) Each Partner represents and warrants: (1) That it has the full legal right, power and authority to enter into this Agreement and perform its obligations hereunder; (2) That it intends to enter the Partnership as an investment and not for sale or distribution; (3) That it is aware (i) that interests in the Partnership have not been registered under the United States Securities Act of 1933, or any comparable state law, and that such interests cannot be sold or otherwise disposed of unless they are registered thereunder or unless such sale or disposition is exempt from such registration, (ii) that the Partnership has no present intention of so registering such interests under the Securities Act of 1933, or any comparable state law, and (iii) that accordingly such Partner is able and is prepared to suffer a complete loss of its investment; and (4) That its knowledge and experience in financial and business matters are such that it is capable of evaluating the risks of investing in the Partnership. (b) The General Partner explicitly disclaims any representation or warranty with respect to (i) the success or profitability of the Partnership’s business or (ii) the tax treatment or consequences of any Partner’s investment in the Partnership.

Partner Representations and Warranties. Each Partner severally represents and warrants to the Partnership and the other Partners as follows:

Partner Representations and Warranties. 84 (a) ORGANIZATION. . . . . . . . . . . . . . . . . . . . . . . .84 (b) DUE AUTHORIZATION; BINDING AGREEMENT. . . . . . . . . . . .84 (c) CONSENTS AND APPROVALS. . . . . . . . . . . . . . . . . . .84 ARTICLE XIV

Partner Representations and Warranties. Partner hereby represents and warrants that (a) Partner has full right and power to enter into, and perform its obligations under, this Agreement; (b) the execution and delivery of this Agreement, and the performance of its obligations under this Agreement, do not and will not conflict with any of its agreements with or obligations owed to any third party; (c) Partner will not make or publish any false or misleading representations, warranties, or guarantees concerning the Productsup Services on behalf of Productsup; and (d) in marketing the Productsup Services, Partner will at all times comply with all applicable laws and regulations and refrain from any unethical conduct or any other conduct that tends to damage the reputation of Productsup or the Productsup Services.