Reciprocal Warranties. Each Party warrants, undertakes and represents to the other that:
(a) it has obtained all authorisations and has done all things necessary in order to enter into this Agreement and to perform its obligations under this Agreement; and
(b) it is not aware of anything which will, or might reasonably be expected to, prevent or inhibit that Party from performing all of its obligations under this Agreement, in the manner and at the times contemplated by this Agreement.
Reciprocal Warranties. Skills and you warrant to each other that:
(a) we each have full power and capacity to execute, deliver, and perform our obligations under the Contract;
(b) we are not aware of any fact or circumstance which would, or might reasonably be expected to, prevent us from performing our obligations under the Contract, at the times and in the manner contemplated by the Contract; and
(c) all information disclosed by us for the purposes of the Contract is, or will be when disclosed, complete and accurate in all material respects.
Reciprocal Warranties. 17.1. The Parties warrant and represent to each other that they have taken or caused to be taken all steps, actions and corporate proceedings necessary to cause this Agreement to be binding on themselves. Any Party shall, if requested by the other Party, furnish to the latter sufficient evidence of the authority of the person or persons who shall, on behalf of the Party so requested, take any action or execute any documents required or permitted to be taken or executed by such person under this Agreement.
17.2. Each Party hereby warrants and represents to and in favour of the other Party that:
17.2.1. it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;
17.2.2. this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms;
17.2.3. it is fully aware of and acquainted with the provisions of this Agreement and the meaning and effect of all of such provisions; and
17.2.4. the execution of this Agreement and the performance of its obligations hereunder does not and shall not:
17.2.4.1. contravene any law or regulation to which that Party is subject;
17.2.4.2. contravene any provision of that Party’s constitutional documents; or
17.2.4.3. conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it.
17.3. Each of the representations and warranties given by the Parties in terms of this clause 17, shall:
17.3.1. be a separate warranty and shall in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;
17.3.2. continue and remain in force notwithstanding the completion of any or all of the transactions contemplated in this Agreement; and
17.3.3. prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.
Reciprocal Warranties. Ignite and you warrant to each other that:
(a) we each have full power and capacity to execute, deliver, and perform our obligations under the Contract;
(b) we are not aware of any fact or circumstance which would, or might reasonably be expected to, prevent us from performing our obligations under the Contract, at the times and in the manner contemplated by the Contract; and
(c) all information disclosed by us for the purposes of the Contract is, or will be when disclosed, complete and accurate in all material respects.
Reciprocal Warranties. Schwab and E-Loan each represent and warrant with respect to itself as follows: (a) such party is duly organized, validly existing, in good standing under the laws of the state in which it is organized and has the power and authority to carry on its business as it is now being conducted; (b) such party has the financial resources, personnel and organizational resources to perform its obligations under this Agreement and will notify the other of any change in such party's circumstances that would materially adversely impact its ability to perform its obligations under this Agreement; (c) such party has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (d) such party's board of directors or its authorized delegate(s) has duly and validly approved the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (e) no other corporate proceedings on the part of such party are necessary to approve this Agreement and to consummate the transactions contemplated hereby, (f) such party has not employed any broker or finder or incurred any liability for any broker's fees, commissions or finders fees in connection with this Agreement; and (g) this Agreement has been duly executed and delivered on behalf of such party and is a legal and binding obligation of such party enforceable against it in accordance with the terms and conditions of this Agreement, except (i) as the same may be limited by bankruptcy, insolvency, reorganization or other laws or equitable principles relating to or affecting the enforcement of creditors' rights and (ii) that the availability of equitable remedies, including specific performance, is subject to general equitable principles applied at the discretion of a court.
Reciprocal Warranties. Each Party warrants to each other Party that it has the power and authority to enter into this Agreement.
Reciprocal Warranties. Each party represents and warrants to the other party, the following, on an ongoing basis, throughout the term hereof:
(a) It is duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation or organization.
(b) It has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions and perform the obligations contemplated by this Agreement.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action and will not constitute a violation of any judgment, order or decree.
(d) None of its senior officers or directors has been subject to (i) a criminal conviction involving dishonesty or a breach of trust or money laundering, (ii) administrative or enforcement proceedings commenced by any regulatory agency, or (iii) a restraining order, decree, injunction, or judgment in any proceeding or lawsuit, alleging fraud or deceptive practice on the part of such party or any of its senior officers or directors.
Reciprocal Warranties. Without in any way limiting or derogating from any other provision of this agreement, each Party reciprocally warrants to the other of them that
14.1 the execution, delivery and performance of this Agreement will not contravene any law or regulation to which it is subject and all consents, approvals and resolutions requisite for the execution, delivery and performance of this Agreement have been obtained and are in full force and effect and will remain so until the full and absolute discharge of all of its obligations under this Agreement;
14.2 it is fully aware of and acquainted with the provisions of this Agreement and the meaning and effect of all of such provisions; and
14.3 each of the signatories hereto is duly authorized to conclude this Agreement on behalf of the Party for whom he appends his signature hereunder.
Reciprocal Warranties. 17 9.2 Representations, Warrants and Covenants of E-Loan.....
Reciprocal Warranties. 34.1. Each Party warrants in favour of the other, that:
34.1.1. it has the necessary capacity and authority to enter into this Agreement;
34.1.2. this Agreement shall be valid, binding and enforceable once it has been signed by both Parties;
34.1.3. the executing of this Agreement and its performance in terms hereof shall not, to the knowledge of the Party:
34.1.3.1. contravene any governing documents of the Party, if the Party is a juristic entity; and
34.1.3.2. contravene any other agreement, obligation or undertaking to which it is already bound;
34.1.4. it is not aware of any fact or circumstance that may impair its ability to perform its obligations in terms of this Agreement; and
34.1.5. other than those warranties and representations contained in this Agreement, it is not relying on any warranties or representations made by the other Party or any other person.
34.2. The Parties agree that all of the warranties contained in clause 34.1 above are separate and distinct and shall in no way be limited or restricted by any other warranties or clauses in this Agreement.
34.3. The Parties agree that all of the warranties contained in clause 34.1 above are material and have induced the other into entering into this Agreement.
