PRIMARY OBLIGATIONS AND WARRANTIES Sample Clauses

PRIMARY OBLIGATIONS AND WARRANTIES. 2.1. Experian shall provide the Services materially in accordance with the Service Description. Experian shall not be in breach of its obligations with regard to any Services provided to the Client under this Agreement to the extent that any failure of the Services to comply with its Service Description has no material effect upon those Services or upon the ability of the Client to use or receive the Services.
Sample 1Sample 2
AutoNDA by SimpleDocs
PRIMARY OBLIGATIONS AND WARRANTIES. 2.1. Experian shall: 2.1.1. provide the Services in accordance with the Specification; 2.1.2. use all reasonable care and skill in the performance of the Services; 2.1.3. use all reasonable care and skill in the collection and collation of any data on which the Services are based or which is comprised within the Services. 2.2. The Reseller shall: 2.2.1. act diligently and in good faith in all its dealings with Experian, End Users, and prospective End Users; 2.2.2. provide Experian with any information or assistance which the parties have agreed the Reseller shall provide in order for Experian to perform its obligations under this Agreement, and shall use all reasonable endeavours to ensure that any such information provided to Experian is complete, accurate and in the agreed format; 2.2.3. not do anything to harm Experian’s reputation; 2.2.4. not pledge the credit of Experian in any way or bind it by contract or otherwise, except as specifically permitted under this Agreement; 2.2.5. not modify the Services save as permitted by Experian for incorporation in the Reseller Products; 2.2.6. not make any reference to Experian in its provision of Reseller Products except as expressly permitted by Experian in writing; 2.2.7. not register any domain name relating to the Services or resembling the Trade Marks which is likely to deceive or cause confusion for use on the Internet except with the prior written consent of Experian; 2.2.8. not make any representations about the Experian Materials except with the prior written consent of Experian; and 2.2.9. appoint a nominated person to liaise with Experian regarding all aspects of this Agreement. 2.3. Each of the parties shall 2.3.1. use all reasonable endeavours to perform its obligations under this Agreement in accordance with the Project Timetable; and 2.3.2. ensure that its personnel, whilst on the premises of the other party, comply with that party’s reasonable regulations governing security and health and safety as have been notified to it. 2.4. Each party warrants that: 2.4.1. it has the full power and authority to enter into this Agreement; 2.4.2. it has obtained and will continue to hold all necessary licences, consents, permits, and agreements required for it to comply with its obligations under this Agreement and for the grant of rights to the other party under this Agreement; 2.4.3. the use by the other party as permitted by this Agreement of any information, data, software, documentation, scorecards and/or...
Sample 1Sample 2
PRIMARY OBLIGATIONS AND WARRANTIES. 2.1. Experian shall: 2.1.1. provide the Services in accordance with the Specification; 2.1.2. use all reasonable care and skill in the performance of the Services; 2.1.3. use all reasonable care and skill in the collection and collation of any data on which the Services are based or which is comprised within the Services; 2.1.4. provide the Reseller with any information as the Reseller may reasonably require in connection with resale of the Services. 2.2. The Reseller shall: 2.2.1. sell, promote, market, and increase sales of the Services within the Territory; 2.2.2. act diligently and in good faith in all its dealings with Experian, End Users, and prospective End Users; 2.2.3. provide Experian with any information or assistance which the parties have agreed the Reseller shall provide in order for Experian to perform its obligations under this Agreement, and shall use all reasonable endeavours to ensure that any such information provided to Experian is complete, accurate and in the agreed format; 2.2.4. not do anything to harm Experian’s reputation; 2.2.5. not pledge the credit of Experian in any way or bind it by contract or otherwise, except as specifically permitted under this Agreement; 2.2.6. not modify the Services save as permitted by Experian in the Schedule or in writing; 2.2.7. not use any marketing or promotional materials or exhibit or present at any marketing events with respect to the Services save as permitted by Experian in the Schedule or in writing; 2.2.8. not register any domain name relating to the Services or resembling the Trade Marks which is likely to deceive or cause confusion for use on the Internet except as permitted by Experian within the Schedule or in writing; 2.2.9. observe all reasonable directions and instructions given by Experian in relation to promotion and marketing of the Services and in dealings with End Users and prospective End Users; 2.2.10. not make any representations about the Services except with the prior written consent of Experian; 2.2.11. at a frequency agreed in writing by the parties (or in the absence of agreement as reasonably specified by Experian), submit to Experian a marketing and sales report setting out information regarding the Reseller’s promotion, marketing, and sale of the Services; 2.2.12. attend such meetings and marketing events as are reasonably required by Experian at the Reseller’s expense; and 2.2.13. appoint a nominated person to liaise with Experian regarding all aspects of this Agre...
Sample 1
PRIMARY OBLIGATIONS AND WARRANTIES. 1.1. Giant shall use all reasonable care and skill in the performance of the Services, and in the collection and collation of any data on which the Services are based or which is comprised within the Services. 1.2. The Client shall use all reasonable endeavours to ensure that any information provided to Giant is complete, accurate and in the agreed format. 1.3. Each of the parties shall use all reasonable endeavours to perform its obligations under this Agreement in accordance with any written timetable for delivery of the Services agreed between the parties. 1.4. Each party warrants that it has the full power and authority to enter into this Agreement. 1.5. The warranties expressly set out in this Agreement are the only warranties that each party gives to the other in respect of the subject matter of this Agreement. All other warranties, representations or terms of equivalent effect that might be implied by law are excluded to the extent permitted by law.
Sample 1
PRIMARY OBLIGATIONS AND WARRANTIES. .2.1. the Supplier shall: 2.1.1. supply the Services in accordance with as stated on the Customer Order form; 2.1.2. use all reasonable care and skill in the performance of the Services; 2.1.3. use all reasonable care and skill in the collection and collation of any data on which the Services are based or which is comprised within the Services; 2.1.4. provide the Reseller with any information as the Reseller may reasonably require in connection with resale of the Services; 2.1.5. not use any of the data provided to it by the Reseller for auditing purposes of marketing its services.
Sample 1
PRIMARY OBLIGATIONS AND WARRANTIES. 1.1. Giant shall use all reasonable care and skill in the performance of the Services, and in the collection and collation of any data on which the Services are based or which is comprised within the Services. 1.2. The Client shall use all reasonable endeavours to ensure that any information provided to Giant is complete, accurate and in the agreed format. 1.3. Each of the parties shall use all reasonable endeavours to perform its obligations under this Agreement in accordance with any written timetable for delivery of the Services agreed between the parties. 1.4. Except as expressly provided to the contrary in this Agreement (if at all), if the Client is acting on behalf of a Principal the Client shall be entitled to make the Information or part thereof available to the Principal to the extent reasonably necessary for such purposes. Without prejudice to the generality of the Client’s obligations under this Agreement, the Client shall obtain from each such individual express prior consent to any Information relating to such individual being submitted by the Client to the Principal. 1.5. The Client shall ensure that each Applicant has given consent in advance to any check which is to be undertaken under this Agreement (but Giant acknowledges that the Client may appoint Giant to seek certain consents on the Client’s behalf). Giant shall not be obliged to provide the Services in respect of any Applicant who has not given such consent. 1.6. The provisions of the Appendix 1 to this Agreement shall apply where Giant is providing criminal history information on Applicants as part of the Services. Processing of a criminal check cannot commence unless the Applicant has presented original proof of identity and proof of address to the Client. By requesting a criminal record check on an Applicant, the Client confirms that they have seen and will retain verified copies for a period of 12 months the Applicants original documents supporting proof of identity and proof of current address as required by the DBS or Disclosure Scotland. 1.7. Each party warrants that it has the full power and authority to enter into this Agreement. 1.8. The warranties expressly set out in this Agreement are the only warranties that each party gives to the other in respect of the subject matter of this Agreement. All other warranties, representations or terms of equivalent effect that might be implied by law are excluded to the extent permitted by law.
Sample 1
PRIMARY OBLIGATIONS AND WARRANTIES. 1.1. Experian shall: 1.1.1. provide the Product and Services in accordance with this Agreement; 1.1.2. use all reasonable care and skill in the performance of the Services, (and in the collection and collation of any data on which the Services are based or which is comprised within the Services). 1.2. The Client shall use all reasonable endeavours to ensure that any information provided to Experian is complete, accurate and in the agreed format. 1.3. Each of the parties shall use all reasonable endeavours to perform its obligations under this Agreement in accordance with any written timetable for delivery of the Product and Services agreed between the parties. Time shall not be of the essence in relation to any of Experian’s obligations under this Agreement 1.4. Each party warrants that it has the full power and authority to enter into this Agreement. 1.5. The warranties expressly set out in this Agreement are the only warranties that each party gives to the other in respect of the subject matter of this Agreement. All other warranties, representations or terms of equivalent effect that might be implied by law are excluded to the extent permitted by law. 1.6. All warranties set out in this Agreement (including those set out in the Appendix) are subject to the Client complying with its obligations under this Agreement. 1.7. Experian shall have no liability or obligations under any warranty in this Agreement other than (at Experian’s sole discretion) to: 1.7.1. remedy breaches by the provision of materials and services within a reasonable time and without charge; or 1.7.2. terminate this Agreement with immediate effect and reimburse the Client for the Charges paid to Experian under this Agreement in the preceding 12 month period.
Sample 1
AutoNDA by SimpleDocs
PRIMARY OBLIGATIONS AND WARRANTIES 
Sample 1

Related to PRIMARY OBLIGATIONS AND WARRANTIES

  • Representations and Warranties of the Obligors To induce the Bank to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), the Obligors represent and warrant to the Bank that: (a) this Amendment has been duly authorized, executed and delivered by it and this Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Obligors enforceable against them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; (b) the Forbearance Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Obligors enforceable against them in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; and (c) the execution, delivery and performance by the Obligors of this Amendment (i) has been duly authorized by all requisite corporate action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, including, without limitation, the Subordinated Note and Warrant Purchase Agreement dated as of July 23, 1998 in the principal amount of $30,000,000 for 11.28% Senior Subordinated Notes due July 23, 2006 and Common Stock Purchase Warrants, or (B) result in a breach or constitute (along or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 4(c).

  • Representations and Warranties of the Pledgor The Pledgor represents, warrants, and covenants to the Pledgee as follows: (a) the execution, delivery and performance of this Pledge Agreement and the pledging of the Collateral hereunder do not and will not conflict with, result in a violation of, or constitute a default under, any agreement binding upon the Pledgor; (b) the Pledged Shares are and will continue to be owned by the Pledgor free and clear of any liens or rights of any other person except the lien hereunder and under the Loan Agreement in favor of the Pledgee, and the security interest of the Pledgee in the Pledged Shares and the proceeds thereof is and will continue to be prior to and senior to the rights of all others; (c) this Pledge Agreement is the legal, valid, binding and enforceable obligation of the Pledgor in accordance with its terms; (d) the Pledgor shall, from time to time, upon request of the Pledgee, promptly deliver to the Pledgee such stock powers, proxies, and similar documents, satisfactory in form and substance to the Pledgee, with respect to the Collateral as the Pledgee may reasonably request; and (e) subject to the first sentence of section 4(b), the Pledgor shall not, so long as any Liabilities are outstanding, sell, assign, exchange, pledge or otherwise transfer or encumber any of its rights in and to any of the Collateral.

  • Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder as follows:

  • Guarantor’s Representations and Warranties Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

  • Representations and Warranties of the Guarantor The Guarantor represents and warrants to each holder as follows:

  • Representations and Warranties; Performance of Obligations All the representations and warranties of the STOCKHOLDERS and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS shall have delivered to METALS certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

  • Representations and Warranties True; Performance of Obligations The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.

  • Representations and Warranties; Performance All representations and warranties of Buyer contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer at or prior to the Closing.

  • Representations and Warranties of Borrower Borrower represents and warrants that:

  • Representations and Warranties of Borrowers Each Borrower hereby: (a) reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!