Partner’s Representations and Warranties. 15.1 The Partner represents that he/she has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform his/her obligations under this Agreement, without the approval or consent of any other party.
15.2 The Partner confirms that he/she has obtained all necessary authorisations (including, without limitation, any regulatory or governmental consents, approvals or licenses), if applicable, to enable him/her to enter into and perform his/her obligations under this Agreement and he/she undertakes to maintain such authorisations, and consents during the term of this Agreement. The Partner undertakes to submit to the Company, prior to commencing operations under the present Agreement, evidence of all the relevant authorisations, licenses and consents that he/she possesses.
15.3 The Partner confirms that he/she has, prior to execution of this Agreement, fairly disclosed to the Company all information (including, without limitation, geography of leads, channels, any material information relating to its regulatory standing and details of any material difficulties previously encountered by him/her in the provision to Introduced Clients of such or similar services as those contemplated in this Agreement) which may reasonably be considered material to the Company in deciding whether to deal with the Partner and/or any Prospective Client or in determining the basis on which Company services should be provided.
15.4 The Partner confirms that all information and/or documentation supplied by him/her to the Company (including, without limitation, information relating to any Prospective Client or Client, geography of leads, channels) is true, complete and accurate in all material respects and the Partner will advise the Company forthwith of any material change to the information previously provided. In addition, the Partner undertakes to provide any further information and/or documentation as required by the Company from time to time.
Partner’s Representations and Warranties. Each Partner represents and warrants to the Partnership and the other Partners that, as of the date hereof:
(a) such Partner has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance by such Partner of this Agreement have been duly authorized by all necessary action;
(b) this Agreement has been duly and validly executed and delivered by such Partner and constitutes the binding obligation of such Partner enforceable against such Partner in accordance with its terms, subject to Creditors’ Rights;
(c) the execution, delivery, and performance by such Partner of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Partner is subject, (ii) violate any order, judgment, or decree applicable to such Partner, or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which such Partner is a party or any term or condition of its certificate of incorporation or by-laws, certificate of limited partnership or partnership agreement, or certificate of formation or limited liability company agreement, as applicable, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Partner’s ability to satisfy its obligations hereunder;
(d) no consent, approval, permit, license, order or authorization of, filing with, or notice or other action to, with or by any Governmental Authority or any other Person, is necessary, on the part of such Partner to perform its obligations hereunder or to authorize the execution, delivery and performance by such Partner of its obligations hereunder, except where such consent, approval, permit, license, order, authorization, filing or notice would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Partner’s ability to satisfy its obligations hereunder or under any agreement or other instrument to which such Partner is a party; and
(e) such Partner is acquiring the Interests for investment and not with a view toward any resale or distribution thereof except in compliance with the Securities Act; such Partner acknowledges that the Interests have not been registered pursuant to the Securities Act and may not be transferred in the absence of such registration or an exemption therefrom under the Securities ...
Partner’s Representations and Warranties. 3.1. Each Partner makes the following representations and warranties for the benefit of the Licensee:
(a) If the Partner enters into this Agreement in its capacity as trustee of any trust ("the Trust"):
(i) the Partner shall be liable under this Agreement both personally and as trustee;
(ii) any contravention by the Partner as trustee shall constitute a breach of this Agreement; and
(iii) the Partner warrants that:
(A) it has power to enter into this Agreement in its capacity as trustee of the Trust;
(B) the Trust has been validly created and is in existence at the date of this Agreement;
(C) it has been validly appointed as trustee of the Trust and is presently the sole trustee of the Trust;
(D) no proceedings of any description have been or are likely to be commenced or threatened which could have a material adverse effect on the assets or financial position of the Trust or the Partner's trusteeship of the Trust;
(E) the Partner as trustee of the Trust has valid rights of indemnity and exoneration against the assets of the Trust, which rights are available for satisfaction of all liabilities and other obligations incurred by the Partner under this Agreement.
(b) any contravention by any partner shall constitute a breach of this Agreement.
(c) the Representative shall be liable both personally and as a partner under this Agreement;
(d) the Representative warrants that it has authority pursuant to the terms of the partnership to enter into this Agreement;
(e) it is a partnership duly organized and existing and has full power and legal right to enter into, exercise its rights and perform and comply with its obligations under this Agreement;
(f) the partnership has taken all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) for its entry into and performance of this Agreement have been taken, fulfilled and done; and
(g) the entry into, the exercise of the Partnership's rights and/or performance of or compliance with the Partnership's obligations under this Agreement do not violate any law to which the Partnership is subject or any agreement to which the Partnership is a party or which is binding on its assets.
10. EXECUTED AS AN AGREEMENT SIGNED by MILLENNIUM3 FINANCIAL SERVICES PTY LTD ACN 094 529 987by its authorised signatory in the presence of ................................................................... (Signature of Witness) ....................................................
Partner’s Representations and Warranties. Partner represents and warrants that at all times during the Term it will, and will ensure that all of its Personnel will:
5.1. Not use the Service in a manner inconsistent with this Agreement, with the Documentation or with any applicable laws;
5.2. Not make any promises, representations or warranties of any type to any Partner Customer, Prospect or any other person or organization relating to Defendify or any Defendify Product that are less favorable to Defendify than the warranties expressly set forth in this Agreement;
5.3. Not remove any Defendify Marks from any Defendify Content;
5.4. Not grant or transfer any licenses or sublicenses concerning the Service, Defendify Content, beyond or differing from the licenses expressly set forth in this Agreement.
5.5. Not sell, resell, license, sublicense, distribute, rent or lease any part of the Service or any Defendify Content except as this Agreement authorizes, disclose any of the foregoing to a third party or allow a third party to access any part of the Service with or without compensation;
5.6. Comply with the Brand Standards and Partner Marketing Guide as Defendify may update it from time to time; and
5.7. Comply with any Terms of Use or other agreements that apply to Third-Party Services, including the XXXX as applicable.
Partner’s Representations and Warranties. Partners represents and warrants to each of GLNG and 2226 UK that the following statements are, at the date of this Agreement, true and accurate:
(a) Partners is duly organised as a limited partnership under the laws of the Xxxxxxxx Islands and has full power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement;
(b) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement:
(i) have been duly authorised by all necessary action on the part of Partners; and
(ii) do not contravene any applicable law, order or regulation binding on Partners or any of its assets or its constitutional documents;
(c) neither the execution, delivery and performance by Partners of this, nor the consummation of any of the transactions by Partners contemplated by this Agreement, require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any relevant governmental authority or agency, except such as have been obtained and are in full force and effect; and
(d) this Agreement constitutes legal, valid and binding obligations of Partners.
Partner’s Representations and Warranties. Partners warrant and represent to Founders Parties that:
i. They are authorized to enter into this Agreement, and each person executing this Agreement, individually or on behalf of an entity, has the authority to do so; and
ii. They are the owner of all of their respective Released Claims; there are no other parties with an interest in all or any of their respective Released Claim(s); and that none of their respective Released Claims have been assigned to any third-party, nor is any such assignment pending.
Partner’s Representations and Warranties. The Partner represents and warrants to the Partnership that:
Partner’s Representations and Warranties. 1. The Partner is competent to enter into a legally binding contract and this Agreement under applicable laws and that it is not incompetent to contract within the meaning of the Indian Contract Act, 1872 as amended from time to time.
2. The Partner is a "fit and proper person" fulfilling the following criteria a) financial integrity;
Partner’s Representations and Warranties. 15.1 The partner confirms that he or she has obtained all necessary authorizations such as including without limitation, any regulatory or governmental consents, approvals or licenses if applicable, to enable him or her to enter into and perform his or her obligations under this agreement and he or she commences to keep such
15.2 Ensure the partner also represents that he or she has the full right, power as well as authority to enter into and be bound by the terms and conditions of this agreement and to perform his or her obligations under this agreement, without the approval or consent of any other party.
15.3 Once the partner confirms that he or she has, prior to execution of this agreement and fairly disclosed to the Company all information such as including without limitation, geography of leads, channels, any material information relating to its regulatory standing and details of any material difficulties previously encountered
15.4 However the partner confirms that all information and/or documentation supplied by him or her to the Company including, without limitation, information relating to any prospective Client or Client, geography of leads, Channels which is true, complete and accurate in all material respects and the Partner will advise the Company forth-with of any material change to the information previously provided.
Partner’s Representations and Warranties. 8.1 The Partner has the requisite authority to enter into this Agreement and to be fully bound by it, and all necessary action has been taken by him in connection herewith. The Partner acknowledges and confirms that he can enter into this Agreement and is approved and/or authorised and/or qualified under his local regulatory requirements (if required) to offer the services mentioned in this Agreement. 8.2 The Partner has fulfilled all registration, qualification and/or other requirements of all jurisdictions and regulatory bodies to the extent that such registration, qualification and/or other requirements are applicable to him during the term of the Agreement and will remain in strict compliance with all of the foregoing.
