R epresentations and Warranties Sample Clauses

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 of Buyer 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). Seller shall have received a certificate signed by the Chief Executive Officer or President and the Chief Financial Officer of Buyer to such effect.

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 such day as if made on and as of such day.

R epresentations and Warranties. You represent and warrant that (i) all of the information provided by you to Groupon is correct and current; (ii) you are over 18 years of age; (iii) you have all necessary right, power, and authority to enter into this Agreement; (iv) the Advertising Site and any promotional activities used or created by you do not and will not infringe on Groupon’s or any third party’s intellectual property or proprietary rights; and (v) you are acting in your professional capacity and not as a consumer.

R epresentations and Warranties. A. The Licensor represents and warrants to the Licensee that: (1) It controls or has rights to all texts, art and photographs contained in the Linkit!™ Software Program; and (2) It has the authority to license such rights to the Licensee on a non- exclusive basis. B. Each party hereby represents and warrants to the other that: (1) It has all requisite corporate power and authority (or if a party is not a corporation, such party represents and warrants that it has sufficient power and authority under its organizational documents or agreements) to enter into this Agreement and to carry out the transactions contemplated hereby; (2) The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate (or, as applicable, other entity) action on the part of such party; (3) This Agreement has been duly executed and delivered by such party and (assuming the due authorization, execution, and delivery hereof by the other party) is a valid and binding obligation of such party and enforceable against it in accordance with its provisions; and (4) Its entry into this Agreement does not violate or constitute a breach of any agreement to which it is a party or otherwise bound.

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.

R epresentations and Warranties. Each Party hereby represents, warrants and covenants to the other that: (a) in performing its obligations and exercising its rights under this Agreement, it will comply with all applicable federal, state and local laws, regulations, rules and ordinances and other decrees of any governmental authority; and (b) it has all necessary rights and licenses required to grant the rights granted by it to the other Party herein. Dealer further represents and warrants that any and all Dealer Content submitted for publication or displayed on Dealer's website or in digital advertising, or in any social media, will not violate or otherwise infringe upon any copyright, trademark, patent, statutory, common law or proprietary right of others, or contain anything considered obscene or libelous.

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 a) Each party represents and warrants that entering into and carrying out the terms and conditions of this Agreement will not violate or constitute a breach of any obligation legally binding upon it; that each party will comply with all applicable laws in connection with its performance under this Agreement; and that the executing persons have the authority to bind their respective parties. b) Licensor, at its election, will either, exercise commercially reasonable efforts promptly to correct any failure of the Software to perform as warranted, or (ii) replace the Software with a corrected version. c) The foregoing warranties will be void to the extent that any failure or breach of such warranties is caused by (i) anyone other than a Licensor employee or contractor modifying the Software (unless Licensor authorizes the change in writing), or (ii) non-Licensor’ software or hardware. d) EXCEPT AS EXPRESSLY STATED IN THIS PARAGRAPH, LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.