PROCESSOR’S REPRESENTATIONS AND WARRANTIES Clause Samples
The "Processor’s Representations and Warranties" clause sets out the specific assurances and commitments made by the data processor regarding its ability and authority to process personal data in compliance with applicable laws and contractual requirements. Typically, this clause requires the processor to confirm that it has implemented appropriate security measures, possesses the necessary expertise, and will only process data as instructed by the data controller. Its core practical function is to provide the data controller with legal and operational assurances, thereby allocating risk and ensuring that the processor is accountable for its role in handling personal data.
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PROCESSOR’S REPRESENTATIONS AND WARRANTIES. PROCESSOR is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization. PROCESSOR has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes valid and legally binding obligations of PROCESSOR and is enforceable in accordance with its terms and conditions.
PROCESSOR’S REPRESENTATIONS AND WARRANTIES. Each Processor represents and warrants to ASM that, as at the date of this Agreement:
(a) it has full corporate power and authority to enter into and to exercise its rights and perform its obligations under this Agreement;
(b) the obligations expressed to be assumed by it under this Agreement are legal and valid obligations binding on it; and
PROCESSOR’S REPRESENTATIONS AND WARRANTIES. (a) Processor represents and warrants to Seller that:
(i) it is duly organized, validly existing and in good standing as a corporation under the laws and regulations of its jurisdiction of incorporation;
(ii) it has the full corporate right and capacity to enter into this Agreement and to perform its obligations hereunder;
(iii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action;
(iv) when executed and delivered by it, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms;
(v) to its knowledge and belief, there is no action or proceeding pending or threatened against it before any court, administrative body or other tribunal which would have an adverse material effect on its business or its ability to perform its obligations hereunder;
(vi) any of its obligations, contractual or otherwise, to any person that might conflict, interfere or be inconsistent with this Agreement have been waived or terminated;
(vii) at the time of the Shipment Date, it holds all required Licences with all applicable Governmental Authorities necessary to engage in the contemplated activity, including without limitation the ability to engage in the receipt, transportation and sale of the Material under the Cannabis Regulations;
(viii) as of the Effective Date, it has not been and it is not currently subject to any bankruptcy event or insolvency, liquidation or dissolution for the benefit of its creditors or otherwise and Processor is able to satisfy its liabilities as they become due;
(ix) it shall prepare and maintain up-to-date books and records for all purchases of the Material and all such records shall be recorded, maintained and reported as required by Applicable Law; and
(x) it is operating and will continue to operate as a Licence Holder in compliance with all Applicable Laws in accordance with the terms of this Agreement.
(b) Except for the warranties expressly set forth in this Section 8, Processor makes no warranty whatsoever, whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise.
PROCESSOR’S REPRESENTATIONS AND WARRANTIES