Representation and Warranties of Customer. Customer represents and warrants that the statements contained in this Article are correct and complete.
Representation and Warranties of Customer. It is an underwriting condition to Hartford issuing the Policies to Customer that Customer complies with the following:
A. Customer shall provide to Hartford, fifteen (15) days prior to the inception date of Coverage under the Policies, a current list of Clients and the payroll thereof by class and state. The minimum requirement for reporting client data is an electronic spreadsheet in Microsoft Excel or other spreadsheet utility that is compatible with Microsoft Excel. Thereafter, Customer agrees to issue similar reports to Hartford on a quarterly basis. Failure to make the above monthly reports for existing and new Clients of Customer will constitute a material increase in the exposure under the Policies for Hartford and may result in their cancellation. Customer agrees that Hartford may change amounts due under this Agreement to reflect changes in exposure reflected in these monthly reports. All payroll will include the full payroll of executive officers of Client companies, except where their voluntary exclusion is permitted under state regulation or law.
B. Customer shall provide to Hartford, within five (15) days of the effective date of any new Client contract, the name, address, Federal Employer Identification Number (FEIN), address of each additional Client location, number of employees by location and payroll by class and state of such new Client, and, where required by state regulation, the experience modification and rating bureau identification number of such new client. Customer shall provide to Hartford, within five (5) days of the effective date of any termination of an existing Client contract, the name, address, Federal Employer Identification Number (FEIN) and payroll by class and state for such terminated client. Customer shall provide these notifications in a reporting format as specified by Hartford. Failure to make the above notification for new and terminated Clients of Customer will constitute a material increase in the exposure under the Policies for Hartford and may result in their cancellation.
C. Customer may not materially reduce its Risk Management resources or Risk Management practices relating to the evaluation, underwriting and active management of both existing and prospective Clients from the current status. It is agreed between the parties hereto that such reduction or change will result in a significant increase in the risk of future losses under the Policies and may entitle Hartford to terminate the Policies under app...
Representation and Warranties of Customer. To induce Manufacturer to enter into this Agreement, Customer hereby represents and warrants to Manufacturer that:
(a) the entering into of this Agreement by Customer and the performance by Customer of its covenants and obligations hereunder do not and will not conflict with or violate any other agreement to which Customer is a party or by which Customer is bound; and
(b) Customer owns all right, title and interest in and to, or otherwise has lawful rights to use, the intellectual property used by it in the design, production and manufacture of the Products (the “Customer IP”), and Customer has not received notice of any present or threatened claim, action or proceeding alleging that any part of the Customer IP infringes any third party’s intellectual property rights, and Manufacturer may perform its obligations contemplated herein without infringing any third party’s intellectual property rights in respect of the Products and without any royalty, fee or similar payment of any kind being or becoming due or payable by Manufacturer to any third party in respect of the Products.
Representation and Warranties of Customer. Each Party hereby warrants and represents to the other Party the following:
12.1. It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization/incorporation and has full power to execute, deliver and perform this Precedent Agreement.
12.2. The execution, delivery and performance of this Precedent Agreement have been and remain duly authorized by all necessary corporate or organizational action and do not contravene any provision of law or of its constitutional documents or any contractual restriction binding on it or its assets.
12.3. All consents, authorizations and approvals of, and registrations and declarations with, any governmental authority necessary for the due execution, delivery and performance of this Precedent Agreement have been obtained and remain in full force and effect and all conditions thereof have been duly complied with, and no other action by and no notice to or filing with, any governmental authority is required in connection with the execution, delivery or performance of this Precedent Agreement.
12.4. Its assets, at their respective fair value, exceed such Party's liabilities and it has, or will have, sufficient cash and capital to pay its liabilities and obligations as they become due.
12.5. Customer warrants to Northern that in consideration for its execution of this Precedent Agreement, Customer will receive reasonably equivalent value for the obligations that it is assuming as a result of this Precedent Agreement and/or the TSA.
