Provider Representations. Provider hereby represents and warrants that:
(a) It is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite limited liability company power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby;
(b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary limited liability company action;
(c) This Agreement is a legal, valid and binding obligation of Provider enforceable against Provider in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law);
(d) To the best knowledge of Provider, as of the date of execution hereof, no governmental approval (other than any governmental approvals that have been previously obtained or disclosed in writing to Customer) is required in connection with the due authorization, execution and delivery of this Agreement by Provider or the performance by Provider of its obligations hereunder which Provider has reason to believe that it will be unable to obtain in due course on or before the date required for Provider to perform such obligations; and
(e) Neither the execution and delivery of this Agreement by Provider nor compliance by Provider with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the articles of formation or operating agreement of Provider or any contractual obligation of Provider or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any material contractual obligation of Provider.
Provider Representations. (1) Provider is a duly organized entity or corporation qualified to do business and in good standing under the laws of the State of North Carolina;
(2) Provider has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;
(3) No approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for Provider to enter into and perform its obligations under this Agreement;
(4) In connection with Provider’s obligations under this Agreement, it shall comply with all applicable federal, state and local laws and regulations and shall obtain all applicable permits and licenses;
(5) Provider shall not violate any agreement with any third party by entering into or performing the Services under this Agreement;
(6) Provider will perform all Services in conformity with the specifications and requirements of this Agreement;
(7) The Services provided by Provider under this Agreement will not violate, infringe or misappropriate any patent, copyright, trademark or trade secret rights of any third party, or any other third-party rights (including, without limitation, non-compete agreements);
(8) Provider shall exercise reasonable care and diligence when performing the Services hereunder and will ensure that it adheres to the highest generally accepted standards in the industry when performing said Services;
(9) Provider acknowledges that if any specific licenses, certifications or related credentials are required in its performance of the Services, it will ensure that such credentials remain current and active and not in a state of suspension or revocation; and
(10) Provider shall ensure that whenever its employees or agents are on County property, they will strictly abide by all instructions and directions issued by the County with respect to rules, regulations, policies and security procedures applicable to work on the County’s premises. Such rules, regulations, policies and security procedures shall include, but not be limited to: (i) not possessing any controlled substances; (ii) smoking only in designated smoking areas, if any; and (iii) not possessing weapons, except for weapons possessed by law enforcement officials.
Provider Representations. 5.1 Provider represents that it has all requisite power and authority to execute this Agreement and perform the Services, that the execution and delivery of this Agreement and the performance of the Services will not conflict with other obligations or restrictions on Provider, and that execution and delivery of this Agreement has been duly authorized by all necessary action of its shareholders, directors, partners, members, or managers as appropriate.
5.2 Provider represents that it is not suspended, debarred or disqualified from receiving state or federal contracts, grants, or other appropriations.
5.3 Provider represents that it is in good standing in the jurisdiction of its organization or incorporation, is authorized to do business in the State of Maine, and has filed all federal and state tax returns and reports as required by law and has paid all taxes, assessments and governmental charges due, except those contested in good faith.
5.4 Provider represents that the statements in its Proposal are accurate and that it has the business, technical, and financial capacity and capability to perform fully all Services and obligations of this Agreement.
5.5 The foregoing constitute continuing representations of Provider throughout the Term and Provider shall advise the Trust of any circumstance that may affect the ongoing accuracy of Provider’s representations. Provider shall notify the Trust of any material change in Provider’s legal status, financial status, or compliance status with federal and state laws, or of any material change in the status of the Project or Services that would have a significant adverse effect on Provider’s ability to implement the Project or perform the Services as described in this Agreement.
Provider Representations. 5.1 Provider represents that it has all requisite power and authority to execute this Agreement and perform the Services, that the execution and delivery of this Agreement and the performance of the Services will not conflict with other obligations or restrictions on Provider, and that execution and delivery of this Agreement has been duly authorized by all necessary action of its officers, directors, partners, members, or managers as appropriate.
5.2 Provider represents that it is in good standing in the jurisdiction of its organization or incorporation, is authorized to do business in the State of Maine, and that it is not suspended, debarred or disqualified from receiving state or federal contracts, grants, or other appropriations.
5.3 Provider represents that the statements in its Proposal are accurate and that it has the business, technical, and financial capacity and capability to perform fully all Services and all of Provider’s obligations in this Agreement.
5.4 Provider warrants that it has not employed or contracted with any company or person, other than for assistance with the normal study and preparation of a proposal, to solicit or secure this Agreement and that it has not paid, or agreed to pay, any company or person, other than a bona fide employee working solely for Provider, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon, or resulting from the award for making this Agreement.
5.5 The foregoing constitute continuing representations of Provider throughout the Term and Provider shall advise the Trust of any circumstance that may affect the ongoing accuracy of Provider’s representations. Provider shall notify the Trust of any material change in Provider’s legal status, financial status, or compliance status with federal and state laws, or of any material change in the status of the Project or Services that would have a significant adverse effect on Provider’s ability to implement the Project or perform the Services as described in this Agreement.
Provider Representations. 5.1 Provider represents that it has all requisite power and authority to execute this Agreement and perform the Services, that the execution and delivery of this Agreement and the performance of the Services will not conflict with other obligations or restrictions on Provider, and that execution and delivery of this Agreement has been duly authorized by all necessary action of its officers, directors, partners, members, or managers as appropriate.
5.2 Provider represents that it is in good standing in the jurisdiction of its organization or incorporation, is authorized to do business in the State of Maine, and that it is not suspended, debarred or disqualified from receiving state or federal contracts, grants, awards, or other appropriations.
5.3 Provider represents that the statements in its Proposal are accurate and that it has the business, technical, and financial capacity and capability to perform fully all Services and obligations in this Agreement.
5.4 The foregoing constitute continuing representations of Provider throughout the Term and Provider shall advise the Trust of any circumstance that may affect the ongoing accuracy of Provider’s representations. Provider shall notify the Trust of any material change in Provider’s legal status, financial status, or compliance status with federal and state laws, or of any material change in the status of the Project or Services that would have a significant adverse effect on Provider’s ability to implement the project or perform the Services as described in an SOW.
Provider Representations. 5.1 Provider represents that it has all requisite power and authority to execute this Agreement and perform the Services, that the execution and delivery of this Agreement and the performance of the Services will not conflict with other obligations or restrictions on Provider, and that execution and delivery of this Agreement has been duly authorized by all necessary action of its officers, directors, partners, members, or managers as appropriate.
5.2 Provider represents that the statements in its Proposal are accurate and that it has the business, technical, and financial capacity and capability to perform fully all Services and Provider’s obligations under this Agreement.
Provider Representations. PROVIDER represents, warrants and covenants that: PROVIDER has the facilities, equipment, staff, experience and expertise to perform and provide the Services required hereunder; PROVIDER is solvent and able to meet all financial obligations as they mature, and agrees to notify CUSTOMER promptly of any change in this status; PROVIDER has the necessary power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been or will be duly executed and delivered by PROVIDER and constitutes or will constitute the valid and binding agreement of PROVIDER, enforceable in accordance with its terms; Subject to Section 6.3, the execution and delivery of this Agreement by PROVIDER and the consummation by PROVIDER of the transactions herein contemplated will not contravene any provision of applicable Law, and will not constitute a breach of or default under any agreement or other instrument or any decree, judgment or order to which PROVIDER is currently a party or by which PROVIDER is bound; PROVIDER has provided to CUSTOMER a list referring to this paragraph which, to the knowledge of PROVIDER, sets forth all Software used by PROVIDER (other than such Software provided to PROVIDER by CUSTOMER) in the performance of the Services as of the Execution Date; After the Execution Date, PROVIDER will not use any New Provider Materials in performing the Services without the prior written consent of CUSTOMER; and After the Execution Date, PROVIDER will not enter into any material agreement for the purchase of Hardware or Third Party Software or enter into any material Third Party Agreements without the prior written consent of CUSTOMER.
Provider Representations. Provider hereby represents to Purchaser that:
a) Due Authorization. Provider is duly authorized and empowered to enter into this PPA;
Provider Representations. To induce the Board to enter into this Contract, Provider hereby represents and warrants to the Board as follows:
Provider Representations. Provider hereby represents, warrants and covenants to Company as follows:
