PROCESSOR’S REPRESENTATIONS AND WARRANTIES Sample Clauses

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.
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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
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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.
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PROCESSOR’S REPRESENTATIONS AND WARRANTIES 
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Related to PROCESSOR’S REPRESENTATIONS AND WARRANTIES

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • Lessor’s Representations and Warranties Lessor represents and warrants that it will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft pursuant to this Agreement.

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

  • Assignor’s Representations and Warranties Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.

  • Customer’s Representations and Warranties Upon Xxxxxx’s request from time to time, Customer will provide Seller with current financial information. Customer represents and warrants that any financial information provided to Seller will be true and correct in all material respects and shall fairly and accurately present the financial condition of Customer as of the date of such financial statements. Customer hereby authorizes Seller to review and evaluate Customer’s credit background from time to time.

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will: a) Violate any provision of the charter documents of Contractor; b) Violate any laws, rules, regulations, or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Contractor; or c) Violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which Contractor may be bound, the occurrence of which in the aggregate would have a material adverse effect on the properties, business, prospects, earnings, assets, liabilities, or condition (financial or otherwise) of Contractor.

  • Owner’s Representations and Warranties Owner represents and warrants to each Pass Through Trustee, Subordination Agent and Mortgagee that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

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