Provider’s Representations and Warranties. Provider represents and warrants to Company that, as of the date hereof:
(a) The execution and delivery of this Agreement by the Provider and the performance by Provider of the covenants and obligations contemplated hereunder are not in violation or breach of, do not and will not (with or without the passage of time or the giving of notice) conflict with or constitute a default under, and will not accelerate or permit the acceleration of the performance required by, any material agreement to which Provider is a party or by which Provider or any of its assets is bound or under any law applicable to Provider.
(b) Provider will perform the services hereunder diligently and in a professional, first class manner consistent with general industry standards and practices and will comply with all applicable laws, rules, regulations and standards in completing such services.
(c) Subject to last paragraph of this Section 4, to the best of Provider’s knowledge, no materials delivered or otherwise furnished by Provider hereunder, including without limitation, all graphics, music, sound, images, files, photos, animation, artwork, text, data, information, messages, hypertext links, scripts, and all other dramatic, artistic, literary, and musical materials, ideas and other intellectual properties furnished or selected by Provider or any third party engaged by Provider, and contained in or used in connection with the transactions contemplated hereby or Provider’s social media posts or the distribution, advertising, publicizing or other use or exploitation thereof, will infringe the rights of any third party.
(d) To the best of Provider’s knowledge, Provider shall refrain from using any material in any content provided to Company that would cause Company to be required to pay any fee to a third party or to incur any cost without the Company’s consent (including, without limitation, any union or guild payments (other than SAG payments, which shall be the Company’s responsibility)). Notwithstanding the foregoing, the Company shall be responsible for paying or satisfying has obtained all third party rights, licenses, permissions and/or clearances required for the worldwide production, distribution, exhibition and exploitation of materials that the Company desires to use that Provider notifies the Company he does not own.
Provider’s Representations and Warranties. 31 As of the date of execution of this Agreement the Provider represents and warrants to Receiver the 32 following:
33 A. Provider is a limited liability company duly organized, validly existing and in good standing under 34 the laws of Delaware.
35 B. All estimates made by Provider that relate to the production of the Generation Facility have been 36 made in good faith and are in line with Prudent Wind Industry Practices.
37 C. The execution, delivery and performance of this Agreement by Provider has been duly authorized 38 by all necessary corporate actions required by the Provider and does not conflict with any other 39 obligations of the Receiver or any laws applicable to the Provider.
1 D. The Obligations hereunder are enforceable against Provider, except to the extent limited by law.
Provider’s Representations and Warranties. 6.1.1. Provider represents and warrants to Company that:
Provider’s Representations and Warranties. The Provider, by virtue of its execution and delivery of this MOU, represents and warrants that:
A. It is a duly organized and validly existing legal entity in good standing under the laws of its jurisdiction of organization; has all requisite corporate power and authority to conduct its business as presently conducted, and to execute, deliver and perform its obligations under this MOU; and the execution, delivery and performance of this MOU by the Provider has been duly and validly authorized by all action necessary under its organizational documents and applicable corporate law;
B. The execution, delivery and performance of this MOU by the Provider does not and will not violate or conflict with (i) the organizational documents of the Provider, (ii) any material agreement or instrument to which the Provider is a party or by which the Provider or any material part of its property is bound, or (iii) applicable law;
C. It and its employees and contracted workers have obtained and holds all registrations, permits, licenses, and other approvals and consents, and, if applicable, have made all filings, that are required to obtain from or make with all governmental entities under applicable law in order to conduct its business as presently conducted;
D. Each submission of a claim by the Provider pursuant to this MOU shall be deemed to constitute the representation and warranty by it to PCE that (i) the representations and warranties of it set forth in this section and elsewhere in this MOU are true and correct as of the date the claim is submitted, (ii) it has complied with the requirements of this MOU with respect to the submission of such claim, and (iii) the claim is a valid claim;
E. If applicable, it has a valid certificate of occupancy;
F. It has current liability, including malpractice if appropriate, insurance;
G. It meets all applicable current local, state and federal requirements or standards set forth by any appropriate local, state or federal entity or licensing authority that pertain to the provision of services under this MOU;
H. It is a provider in good standing with New Jersey State and federal government agencies.
I. It has and will maintain, without material restriction, such licensure, registration, and permits as are necessary to enable it to lawfully perform this Agreement. (Copies Attached).
Provider’s Representations and Warranties. Provider makes the following representations and warranties upon which the City has relied as a material consideration for the execution and delivery by the City of this Contract, including, but not limited to, those set forth in this Article IV. The representations and warranties stated below shall continue throughout the Term of this Contract. In the event any representation or warranty is or becomes untrue or inaccurate, Provider shall promptly give notice thereof to the City, specifying the manner in which said representation or warranty is untrue or inaccurate. False statements to the City in or in connection with this Contract, in or pursuant to any representation or warranty made in this
Provider’s Representations and Warranties. Provider hereby represents and warrants that: (a) Provider has the experience, qualifications and skills necessary to perform Services under this Agreement in a competent and professional manner; (b) the Newly Developed Intellectual Property will be an original work of Provider and any third parties with rights will have executed the necessary assignment of such rights as is reasonable in the industry; (c) Provider has full right and power to enter into and perform this License Agreement without the consent of any third party; (d) Provider will take all reasonably necessary precautions to prevent injury to any persons (including employees of BBAN) or damage to property (including BBAN's property) during the Term of this Agreement; (e) should BBAN permit Provider to use any of BBAN's equipment, tools, or facilities during the term of this Agreement, such permission shall be gratuitous; (f) Provider shall comply with all applicable state, federal and local laws, and executive orders and regulations in the performance of Services under this Agreement and shall notify BBAN immediately if Provider's work for BBAN becomes the subject of a government audit or investigation; (g) Both parties hereto shall not, without the prior written consent of the other, in any manner advertise or publish the fact that they have entered into this agreement with the other; and (h) that the Services and Deliverables will meet the specifications in the applicable IPA.
Provider’s Representations and Warranties. The PROVIDER hereby represents and warrants to RIPCPC and all Entitles that:
6.1.1 Licensure The PROVIDER is currently licensed to practice in the State of Rhode Island and is qualified to practice in the specialty in which the PROVIDER will be providing services. The PROVIDER will maintain all licenses and certifications required under state and federal law for professionals rendering the type of health care service the PROVIDER provides.
Provider’s Representations and Warranties. Provider represents and warrants to Manager as follows:
Provider’s Representations and Warranties. Provider represents and warrants that:
(1) each of its employees who may perform services under this Agreement shall have the proper skill, training and background so as to be able to perform under this Agreement in a competent and professional manner;
(2) it has the full right and authority to enter into this Agreement, to perform its obligations under this Agreement, and to grant the rights granted in this Agreement;
(3) to its knowledge, neither Subscriber’s use of the Traction Service nor the Provider Content, other materials or software provided to Subscriber under this Agreement will infringe any U.S. patent issued as of the Effective Date, or any copyright, trade secret or other intellectual or proprietary right of any third party; and
(4) during the term of this Agreement, the functionality of the Traction Service will substantially comply with the functionality of the process improvement project management application maintained by Provider as of the Effective Date and accessible via [xxxx://xxx.xxxxxxxxx.xxx/traction.cfm]. Provider’s sole liability under this warranty shall be correction of the Traction Service to comply with the warranty.
Provider’s Representations and Warranties. Provider hereby represents and warrants to Life-Exchange that (a) Provider is appropriately licensed in States as a viatical or life settlement provider as required under all applicable laws and regulations; (b) Provider has all requisite right and authority to enter into this Agreement; (c) Provider’s performance of this Agreement will not violate, conflict with, or result in a material default under or breach of any other agreement, including without limitation, any confidentiality agreement between Provider and any third party; (d) any data or information submitted to Life-Exchange by Provider is true, accurate and correct, (e) Provider is participating in the Life Settlement Transaction for the Provider's own account for investment and not with a view to, or for sale in connection with, any distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof, (f) Provider is not subject to the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., (g) any Provider Content provided to Life-Exchange for the Site: (i) will not infringe or misappropriate any third party's copyright, patent, trademark, trade secret or other intellectual property right or any proprietary rights of any third party; and (ii) will not violate any law, statute, ordinance or regulation, including without limitation, those governing export control, unfair competition, anti-discrimination or false advertising, and (h) Provider has valid errors & omissions insurance coverage insuring liability arising from Life Settlement Transactions.
