Provider Representations and Warranties. 5.1. The Provider hereby represents and warrants for the benefit of the City, the following:
5.1.1. Provider is a duly formed validly existing entity and is in good standing pursuant to the laws of the State of Nevada. The Provider is financially solvent, able to pay its debts when due, and possesses sufficient working capital to provide the Services pursuant to this Agreement.
5.1.2. The person executing this Agreement on Provider’s behalf has the right, power, and authority to enter into this Agreement and such execution is binding on the Provider.
5.1.3. All Services performed, including deliverables supplied, shall conform to the specifications, drawings, and other descriptions set forth in this Agreement, and shall be performed in a manner consistent with the level of care and skill ordinarily exercised by members of Provider’s profession and in accordance with generally accepted industry standards prevailing at the time the Services are performed, and do not infringe the intellectual property of a third party. The foregoing representations and warranties are not intended as a limitation, but are in addition to all other terms set forth in this Agreement and such other warranties as are implied by law, custom, and usage of the trade. Provider shall defend, indemnify, and hold harmless the City, and its officers, agents, and employees from any liabilities, claims, damages, losses, expenses, proceedings, actions, judgments, reasonable attorneys’ fees, and court costs which the City suffers or its officers, agents or employees suffer, as a result of, or arising out of, the negligent or intentional acts or omissions of Provider, its subcontractors, agents, and employees, in performance of this Agreement until such time as the applicable statutes of limitation expire. This section survives default, expiration, or termination of this Agreement or excuse of performance. Provider, its employees, subcontractors, and agents are independent contractors and not employees of the City. No approval by City shall be construed as making the City responsible for the manner in which Provider performs the Services or for any negligence, errors, or omissions of Provider, its employees, subcontractors, or agents. All City approvals are intended only to provide the City the right to satisfy itself with the quality of the Services performed by Provider. The City acknowledges and agrees that Provider retains the right to contract with other persons in the course and operation...
Provider Representations and Warranties. 5.1 The Provider hereby represents and warrants for the benefit of the City, the following:
5.1.1 Provider is a duly formed validly existing entity and is in good standing pursuant to the laws of the State of Nevada. The Provider is financially solvent, able to pay its debts when due, and possesses sufficient working capital to provide the Services pursuant to this Agreement.
5.1.2 The person executing this Agreement on Provider’s behalf has the right, power, and authority to enter into this Agreement and such execution is binding on the Provider.
5.1.3 All Services performed, including deliverables supplied, shall conform to the specifications, drawings, and other descriptions set forth in this Agreement, and shall be performed in a manner consistent with the level of care and skill ordinarily exercised by members of Provider’s profession and in accordance with generally accepted industry standards prevailing at the time the Services are performed, and do not infringe the intellectual property of a third party. The foregoing representations and warranties are not intended as a limitation, but are in addition to all other terms set forth in this Agreement and such other warranties as are implied by law, custom, and usage of the trade.
Provider Representations and Warranties. Provider represents and warrants to Client that (i) neither it nor any of the Personnel involved in the Services has been debarred, or, to the best of its knowledge, is under consideration for debarment, by the United States Food and Drug Administration from working in or providing services to any pharmaceutical or biotechnology company pursuant to the Generic Drug Enforcement Act of 1992 or any other governmental authority pursuant to analogous laws; (ii) to the best of its knowledge, the Provider IP will not violate the intellectual property rights of any third party and it will [***] notify Client in writing should it become aware of any claims asserting such violation; and (iii) at the time of delivery to Client, the Product Manufactured under this Agreement will have been Manufactured in accordance with cGMP (if applicable) and all other Applicable Law, the Manufacturing Process, the applicable Quality Agreement, and Specifications.
Provider Representations and Warranties. Provider represents and warrants that (i) it has the legal right to enter into this Agreement and perform its obligations hereunder, and (ii) the performance of its obligations and delivery of the Services to Client will not violate any applicable laws or regulations of the United States. In the event of a breach by Provider of the foregoing warranties, Client's sole remedy is termination of this Agreement upon written notice to Provider.
Provider Representations and Warranties. Provider warrants that Provider is duly qualified and approved to act as a provider of health care services to Beneficiaries under Title XVIII of the Social Security Act. Further:
Provider Representations and Warranties. All claims for services furnished to TT by the Provider including, without limitation, any information with regard to the Provider’s services rendered and the Provider’s fees due shall be true and correct in all respects.
Provider Representations and Warranties. Provider warrants (a) that the Subscription will perform materially in accordance with the Documentation and the Agreement; (b) to use best efforts to correct material defects that are reported by Customer or its Representatives, in a timely fashion, as further set forth in the Service Levels (if a malfunction is due to a problem with Customer hardware or software, or with Cloud Service Provider’s services or infrastructure, Provider will so inform Customer and it will be Customer’s responsibility to obtain and pay for any repairs or modifications required for such Customer hardware or software; (c) the Services will be performed in a timely, professional, and workmanlike manner with a level of care, skill, practice, and judgment consistent with commercially reasonable industry standards and practices for similar services, using personnel with the requisite skill, experience, and qualifications, and will devote adequate resources to meet Provider’s obligations under the Agreement; (d) the Documentation will be reasonably updated so that it continues to describe the Subscription and Services in all material respects; and (e) to the best of its knowledge, the Subscription does not contain code whose purpose is to disrupt, damage, or interfere with Customer systems, software, or the Data.
Provider Representations and Warranties. In addition to Provider’s other representations and warranties under this Agreement, Provider makes the following representations and warranties:
Provider Representations and Warranties. Provider represents and warrants that it is the duly authorized agent of, and has the corporate power and authority to, execute and deliver this Agreement on its own behalf, and as agent for any other individuals or entities that are owned, employed or contracted with or by Provider to provide services under this Agreement. Accordingly, if Provider is a partnership, corporation, or any other entity, other than an individual, all references herein to "Provider" may also mean and refer to each individual within such entity who Provider certifies is contracted or employed by Provider, and who has applied for and been accepted by Plan as a Participating Provider. Provider further certifies that individuals or entities that are owned, employed or contracted with Provider agree to comply with the terms and conditions of this Agreement.
Provider Representations and Warranties. Provider represents and warrants that: (a) Provider is not constrained by any existing agreement in providing complete disclosures to Synthorx concerning obligations to be performed under this Agreement; (b) Provider will render the Services in accordance with industry standards of professional conduct and in compliance with the terms of this Agreement, the terms of the Work Orders, and all applicable federal, state and local statutes, rules and regulations, including, if applicable, cGMP; and (c) the personnel assigned to perform Services rendered under this Agreement shall be qualified and professionally capable of performing the Services. Provider further represents and warrants that, as of the Effective Date, there are no pending warnings (i.e., warnings to which Provider has not responded) issued to Provider by any Regulatory Authority relating to services it has provided to third parties relating to any a clinical trial.
