Representations And. WARRANTIES
Representations And. WARRANTIES Borrower represents and warrants as follows:
Representations And. WARRANTIES Borrower represents and warrants as follows: 5.1
Representations And. WARRANTIES OF F&M
Representations And. WARRANTIES OF THE REDEEMING STOCKHOLDERS ---------------------------------------- The Redeeming Stockholders, individually and not jointly and severally, represent and warrant to CII and the New Investors, and CII and the New Investors in agreeing to consummate the transactions contemplated by this Agreement have relied upon such representations and warranties, that:
Representations And. Warranties of the Company. The Company represents and warrants to and agrees ------------------------- with each of the Underwriters that:
Representations And. WARRANTIES Supplier represents and warrants that: (a) it has the right to enter into this PO and at its own expense will comply with the terms of this PO; (b) no claim, lien, or action exists or is threatened against the Supplier that would interfere with the College’s rights under this PO; (c) goods specified in this PO are, (i) of merchantable quality; (ii) fit for intended purposes; (iii) free from defects in design; (iv) in strict compliance with the specifications; and (v) from date of receipt will be free from defect in material and workmanship for the longer of the time period specified in this PO and the Supplier’s standard warranty term; (d) services specified in this PO will be performed by the Supplier exercising the degree of professionalism, skill, diligence and care reasonably expected from an experienced provider of similar services and in accordance with the specifications; and (e) goods and services specified in this PO do not infringe any privacy, publicity, reputation or intellectual property right of a third party, the Supplier has disclosed to the College in writing the existence of any third party code, including without limitation open source code, that is included in or is provided in connection with the goods and that the Supplier and the goods are in compliance with all licensing agreements applicable to such third party code and authors, if any, have waived all rights to the products and services’ integrity and to be associated with them as authors. Supplier shall assign to the College all manufacturer’s warranties for goods not manufactured by or for Supplier, and shall take all necessary steps as required by such third party manufacturers to effect assignment of such warranties to the College. GOVERNING LAWS This PO is governed by the laws of the Province of Ontario and the federal laws applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of the Province of Ontario. ASSIGNMENT The Supplier may not assign or subcontract this PO, in whole or in part, without the College’s prior written approval. INDEMNITY Supplier shall indemnify, defend and hold harmless the College, its respective officers, directors, employees and agents from and against all claims, fines, losses, damages, legal fees and other liabilities (including special and consequential damage and damages for loss of use) arising out of: (a) death, bodily injury, or loss or damage to personal property resulting from the use of the goods or ...
Representations And. Warranties of the Borrower The representations and warranties to be made by the Borrower will be:14 due incorporation, power and authority to conduct its business, execute, deliver and perform the Finance Agreements and Project Agreements (the Transaction Agreements) and the power to own its assets; due execution and delivery of the Transaction Agreements by it; legal, valid, binding and enforceable status of its obligations under the Transaction Agreements subject to customary Legal Reservations (as defined in the Key Information Table); an Event of Default has not occurred and is not continuing; the Project assets (including land rights) are free from any security interests (save as permitted by the Finance Agreements) and the Borrower has title to the Project assets (including land rights) required to implement the Project in accordance with the Transaction Agreements; it is not party to any agreements under which it has material rights or obligations other than the Transaction Agreements; it is in compliance with all applicable Laws (including applicable Environmental Law and applicable Authorisations); other than the filing and registration of the Security Documents with the relevant authorities, it is not necessary to file or record any of the Transaction Agreements with any court or other Authority in the Relevant Jurisdiction; there is no actual or pending litigation, arbitration, administrative proceedings or investigation against the Borrower which if determined against the Borrower, would have a Material Adverse Effect; it has filed all requisite Tax returns and paid all its Taxes (as defined in the relevant Finance Agreement) (other than those which it is contesting in good faith and for which adequate reserves have been provided for in the accounts); payments under the Finance Agreements are not subject to any deductions for or on account of Tax; its execution, exercise of rights and performance of obligations under the Transaction Agreements do not conflict with its agreements, constitutional documents, any Laws or Authorisations, result in the creation of any security interest over its revenues or assets save as permitted by the Transaction Agreements or in the case of the Finance Agreements, result in any other person being entitled to terminate the Project Agreements or any other material arrangement of the Borrower; all Authorisations listed in the Senior Debt Facility Agreements required at the date of the representation have been obtain...
Representations And. WARRANTIES OF PURCHASER Purchaser represents and warrants to the Selling Shareholders
