R epresentations and Warranties. In order to induce Lender to enter into this Agreement and to make the advances provided for herein, Borrower represents and warrants to Lenders as follows:
(a) Borrower is a duly organized , validly existing, and in good standing under the laws of the State of California with the power to own its assets and to transact business in California, and in such other states where its business is conducted.
(b) Borrower has the authority and power to execute and deliver any document required hereunder and to perform any condition or obligation imposed under the terms of such documents.
(c) There is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, against or affecting Borrower or any of its assets which, if adversely determined, would have a material adverse effect on the financial condition of Borrower or the operation of its business.
(d) No information or report furnished by Borrower to Lender in connection with the negotiation of this Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading.
R epresentations and Warranties. The Advertiser covenants, warrants and represents that: (i) it has the authority to enter into this Agreement; (ii) the person executing this Agreement on behalf of the Advertiser has the authority and power to do so; and (iii) the advertisements submitted by Advertiser comply with all applicable laws and do not infringe or violate the rights of any third party.
R epresentations and Warranties. Each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct on and as of the Closing Date as if made on and as of the Closing Date.
R epresentations and Warranties. Each of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or as of the date hereof, in which case such representations and warranties shall be true and correct as of such date). Buyer shall have received a certificate signed by the Chief Executive Officer or President and the Chief Financial Officer of Seller to such effect.
R epresentations and Warranties. Each Party represents and warrants to, and agrees with, the other Party as follows:
12.1 Each Party has had the opportunity to receive, and has received, independent legal advice from his, hers, or its attorneys regarding the advisability of making the Settlement, the advisability of executing this Agreement, and the legal and income tax consequences of this Agreement, and fully understands and accepts the terms of this Agreement.
12.2 Greenlight represents and warrants: (a) that it has the requisite corporate power and authority to execute, deliver and perform the Agreement and to consummate the transactions contemplated hereby; (b) that the execution, delivery and performance of the Agreement and the consummation by it of the actions contemplated herein have been duly authorized by necessary corporate action on the part of the Settling Parties; and (c) that the Agreement has been duly and validly executed and delivered by Greenlight and constitutes a legal, valid and binding obligation.
12.3 Class Representative represents and warrants that he is entering into the Agreement on behalf of himself individually and as a proposed representative of the Settlement Class Members, of his own free will and without the receipt of any consideration other than what is provided in the Agreement or disclosed to, and authorized by, the Court. The Class Representative represents and warrants that he has reviewed the terms of the Agreement in consultation with Class Counsel and believes them to be fair and reasonable, and covenants that he will not file an Opt- Out request from the Settlement Class or object to the Agreement.
12.4 Plaintiff represents and warrants that no portion of any claim, right, demand, action, or cause of action against the Released Parties that Plaintiff has, may have arising out of these
12.5 Neither Party relies or has relied on any statement, representation, omission, inducement, or promise of any other Party (or any officer, agent, employee, representative, or attorney for any other party) in executing this Agreement, or entering the Settlement provided for herein, except as expressly stated in this Agreement.
R epresentations and Warranties. The Contractor represents and warrants to the Administrator that:
A. The Contractor has taken all necessary action to authorize the execution, delivery and performance of this Agreement and has the power and authority to execute, deliver and perform its obligations under this Agreement;
B. The execution, delivery and performance of this Agreement by the Contractor will not violate, be in conflict with, result in a breach of or constitute (with or without due notice and/or lapse of time) a default under any of the following, as applicable: (i) any provision of law; (ii) any order of any court or any governmental department, commission, board, bureau, agency, office, council, institution or instrumentality; or (iii) any indenture, agreement, document or other instrument to which it is a party or by which it may be bound;
D. It is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department or agency;
E. Neither the Contractor nor any of its employees or persons who would perform any services under this Agreement have, within the three years preceding this Agreement, in their current or former job, been convicted of, or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract. This includes, but is not limited to, violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;
F. Neither the Contractor nor any of its employees or persons who would perform any services under this Agreement, is presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated above;
G. The Contractor has not, in the three years preceding this Agreement, had any public transactions (federal, state or local) terminated for cause or default;
H. The Contractor has a record of compliance with OSHA regulations without any unabated, willful or serious violations; and
I. The Contractor owes no unemployment compensation contributions and is not delinquent in the payment of any taxes owed; and
J. The Contractor represents that it has not, in connection with this Agreement, entered into any consulti...
R epresentations and Warranties. 7.1 Each party represents and warrants to the other that: (i) it has the right to enter into this Agreement, to grant the rights granted herein and to perform fully its obligations under this Agreement; and (ii) the execution of their Agreement by its representatives whose signature is set forth at the end of this Agreement has been duly authorized.
7.2 The Consultant represents and warrants the Consultant shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services.
7.3 Other than expressly provided herein, the Consultant makes no other express or implied representation or warranty with respect to the Services or Deliverables, including without limitation, any warranty of merchantability, fitness for a specific purpose.
R epresentations and Warranties. 9.1 P arties’ representations and warranties. Defendants’ Counsel, on behalf of Defendants, and Class Counsel, on behalf of the Named Plaintiffs and Class Members, represent and warrant as follows, and each acknowledges that each other is relying on these representations and warranties in entering into the Settlement Agreement:
(a) they have carefully read the Settlement Agreement and understand its terms;
(b) they are voluntarily entering into the Settlement Agreement as a result of arm’s-length negotiations;
(c) they have made such investigation of the facts pertaining to the subject matter of the Settlement Agreement as they deem necessary and appropriate;
(d) they assume the risk of mistake as to facts or law; and,
(e) they recognize that additional evidence may come to light, but they nevertheless desire to avoid the expense and uncertainty of litigation by entering into the Settlement Agreement.
R epresentations and Warranties. Canada represents and warrants, with the intent and understanding that the representations and warranties will be relied on by the MMF in entering into this Agreement, that it has the authority to enter into this Agreement and that this Agreement is a valid and binding obligation on Canada.
R epresentations and Warranties. CUSTOMER represents and warrants that (i) all Programs it supplies comply with all applicable governmental and industry codes, rules and regulations and with BVC's commercial and program standards available upon request by CUSTOMER; (ii) the Programs contain no defamatory matter and do not violate any right of privacy or publicity, or any other proprietary or other rights of any third persons; and (iii) the Programs do not violate any law or other governmental rule or regulation, or infringe upon any copyright, trademark, service mark or other intellectual property right, nor give rise to any product liability or other claim. By execution of this Contract, CUSTOMER voluntarily and knowingly waives any express or implied warranties related to any services provided by BVC and STATION to CUSTOMER--including the implied warranties of m erchantability, fitness for a particular purpose, and/or good & workmanlike performance.
