Representation & Warranties. 4.1 The Employee represents and warrants to the Company that the Employee has the legal right to enter into this Agreement and to perform all the obligations hereunder in accordance with its terms and that the Employee is not a party to any agreement or understanding, written or oral, which could prevent the Employee from entering into this Agreement or performing all the Employee’s obligations hereunder. The Employee agrees to indemnify and hold harmless the Company from and against all claims which may be made or brought against the Company or which the Company may suffer or incur, directly or indirectly as a result of, or in connection with any breach of any covenant, or agreement, or any incorrectness, or breach of any representation or warranty by the Employee.
4.2 The Employee represents and warrants that the information provided by the Employee, on which the Employee was appointed with the Company, is correct, true and complete.
4.3 Breach of the conditions of this clause 4 will render the Employee liable to summary dismissal in addition to any other remedy the Company may have against the Employee in law.
Representation & Warranties. User hereby represents warrants and agrees that:
a. The undersigned is acquiring the rights set forth herein for the purpose of obtaining a recreational opportunity.
b. The undersigned hereby acknowledges and agrees that the undersigned will adhere to the rules and regulations of the Club. The undersigned agrees on his or her behalf and on the behalf of any spouse, immediate family members, or guests who use the Club’s Facilities to observe, be bound by, and comply with this Agreement, the Club Rules, and that violation of any Club Rules by any of the forgoing may result in termination of the undersigned’s rights to use the Club.
c. The undersigned hereby acknowledges and agrees to pay all dues, fees, charges, or other amounts described in the Club Rules and properly chargeable to the undersigned pursuant to the Club Rules as amended and in effect from time to time, including without limitations charges levied as a result of any damage or injury caused by the undersigned or his or her spouse, immediate family members, or guest while using the Club Facilities.
Representation & Warranties. 7.1 LICENSOR hereby represents and warrants to LICENSEE that LICENSOR owns the Patent Rights and has not assigned any rights therein or given any license or other rights thereto to any party other than LICENSEE.
7.2 LICENSOR hereby represents and warrants that, although it has not conducted any investigation, it has no knowledge of any patents or patent applications other than the Patent Rights, that contain a claim that would be infringed by the sale or use of a Licensed Product or Licensed Process.
7.3 EXCEPT AS PROVIDED ABOVE, LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ALL SUCH WARRANTIES, AS TO ANY MATTER WHATSOVER, INCLUDING WITHOUT LIMITATION, THE CONDITION OR ANY INVENTION(S) OR PRODUCT WHETHER TANGIBLE OR INTANGIBLE, LICENSED UNDER THIS AGREEMENT, OR THE MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE INVENTION OR PRODUCT, OR THAT THE USE OF THE LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT, COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS, OTHER THAN FOR BREACH OF THE ABOVE WARRANTIES, OR ITS OWN NEGLIGENT ACTS OR OMISSION, LICENSOR SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, OR OTHER DAMAGES SUFFERED BY ANY LICENSEE OR ANY THIRD PARTIES RESULTING FROM THE USE, PRODUCTION, MANUFACTURE, SALE, LEASE, CONSUMPTION, OR ADVERTISEMENT OF THE PRODUCT.
7.4 EXCEPT EXPLICITLY PROVIDED FOR HEREIN, LICENSEE DOES NOT MAKE ANY OTHER RESPRESENTATIONS OR GIVE ANY OTHER EXPLICIT OR IMPLICIT WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY LAW LICENSEE HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES. 7.5 The provisions of this Section shall continue beyond the termination of this Agreement.
Representation & Warranties. (a) All representations, warranties, covenants and agreements made in the Loan Documents shall survive the execution and delivery of this Agreement, the making of the Advances under this Agreement and the issuance of the Notes.
(b) The provisions of Section 9.3 of this Agreement shall survive payment of the Notes and all other Liabilities of Borrower to the Bank.
Representation & Warranties. The Service Provider hereby represents, warrants and undertakes to PNBHFL as follows:-
(i) The Service Provider has power and all necessary authorizations, permission, certificate or licenses required to enter into this Agreement and/or to exercise/perform his/her/their/its rights, duties and obligations hereunder;
(ii) The Service Provider under its constitutional document i.e. the partnership deed, memorandum of association or any other constitutional document (as the case may be) has soliciting and procuring the DSA business as its main objects;
(iii) The Service Provider’s obligations under this Agreement are valid, binding and enforceable, and Service Provider shall not be in breach of any law, authorization, document or agreement by entering into or complying with obligations or exercising rights under this Agreement; and
(iv) The Service Provider has the expertise, customer base, requisite staff and adequate business premises and facilities to undertake the activities herein contemplated in the most effective and efficient manner.
(v) the Service Provider shall ensure or cause to ensure that all the services are duly rendered to the Potential Customer in terms of this Agreement without any interruption and/or shall at all times maintain proper back up in this regard to ensure continuous availability of services in terms hereof;
(vi) the Service Provider has a license or it shall obtain a license under the Contract Labour (Regulation and Abolition) Act, 1970, as amended from time to time, if applicable, and shall comply with the provisions thereon and shall defend / indemnify PNBHFL, its employees and directors against any actions that may be initiated for non-compliance of the said Act and the rules made thereunder and shall also liable to such action as PNBHFL may deem fit and proper;
(vii) the Service Provider represents that as a prerequisite of engaging in tele-marketing for the Financial Products of PNBHFL, it has valid registration from the Department of Telecommunication as Telemarketers;
Representation & Warranties. Borrower and Guarantors (including TMCI) hereby represent and warrant, which representations and warranties shall survive until all Obligations are paid and satisfied in full, as follows:
(A) All representations and warranties of Borrower and Guarantors set forth in the Loan Documents are true and complete in all material respects as of the date hereof. Borrower and Guarantors will certify and deliver to Agent revised Schedules to the Loan Documents on or before May 5, 2000 reflecting any new or revised facts or circumstances. Borrower and Guarantors represent and warrant to Lenders that all of such revised facts and circumstances have been previously disclosed to Lenders verbally by Borrower and in no way are likely to result in any Material Adverse Change.
(B) Upon the execution of this Amendment, no condition or event exists or has occurred which would constitute an event of default under the Loan Documents or under any other agreement between Borrower, any Guarantor and any other third party (or would, upon the giving of notice or the passage of time, or both constitute an event of default).
(C) Borrower has not received any notice of default or event of default from any other lender, trustee or lessor with respect to any other loan, financing or lease agreement.
(D) The execution and delivery of this Amendment by Borrower and Guarantors and all documents and agreements to be executed and delivered pursuant to the terms hereof:
(I) have been duly authorized by all requisite corporate action by Borrower and by each Guarantor;
(II) will not conflict with or result in the breach of or constitute a default (upon the passage of time, delivery of notice or both) under Borrower's or any Guarantor's Articles of Incorporation, By-Laws or any applicable statute, law, rule, regulation or ordinance or any indenture, mortgage, loan or other document or agreement to which Borrower or any Guarantor is a party or by which any of them is bound or affected; and
(III) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower or any Guarantor, except liens in favor of the Agent or as permitted hereunder or under the Loan Documents.
Representation & Warranties. 19.1 By signing the respective Order Form, Xxxxxx and the Customer both represent that a) it is a company duly incorporated and organized and validly existing under the laws of the jurisdiction in which it is incorporated;
Representation & Warranties. 20.1 The County represents and warrants that it will provide the activities in accordance with the terms of this Agreement without regard to race, religion, color, sex, and national origin.
20.2 The County represents and warrants to OEM that (1) the County has the power and authority to enter into and perform this Agreement, (2) this Agreement, when executed and delivered, shall be a valid and binding obligation of the County enforceable in accordance with its terms, (3) the persons signing the Agreement on behalf of the County are authorized to do so and, by doing so, bind their respective Parties; (4) the County has the skill and knowledge possessed by well-informed members of its industry, trade or profession and the County will apply that skill and knowledge with care and diligence to perform its duties under this Agreement in a professional manner and in accordance with standards prevalent in the County’s industry, trade or profession, and (5) the County shall, at all times during the term of this Agreement, be qualified, professionally competent, and duly licensed to perform their duties under this Agreement. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided.
Representation & Warranties. Borrower and Guarantors hereby represent and warrant, which representations and warranties shall survive until all Obligations are paid and satisfied in full, as follows:
Representation & Warranties. Each Party represents and warrants to the other Party that
12.1 It has the full power and authority to enter into, execute and deliver this Agreement and to perform the transactions contemplated hereby and, it is duly incorporated, organized and existing under the laws of India;
12.2 The execution and delivery by it of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action;
12.3 This Agreement constitutes the legal, valid and binding obligation on it, enforceable against it in accordance with its terms; and
12.4 The execution, delivery and performance of this Agreement by it and the consummation of the transactions contemplated hereby shall not:
i. Violate any provision of its constitutional documents;
ii. Require it to obtain any consent or approval of any person pursuant to any instrument, contract or other agreement to which it is a party or by which it is bound, other than any such consent, approval, action or filing that has already been duly obtained or made;
iii. Conflict with or result in any material breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which it is a party or by which it is bound;
iv. Violate any order, judgment or decree against, or binding upon it; or
v. There is no material action, suit, proceeding, claim, show cause notice, legal notice, arbitration or investigation pending or to the best of knowledge of the Party against it that would impair it in entering into this Agreement;
vi. Violate any Applicable Laws.
