REPRESENTATIONS AND ASSURANCES Sample Clauses

REPRESENTATIONS AND ASSURANCES. M a ny n a t io n a l policies, ei t h e r i n s t a t - u t e o r i n r eg u l a t io n , r eq u i r e r ecipie n t s of g r a n t s a n d coope r a t ive a g r ee m e n t s t o m a k e r ep r ese n t a t io n s o r p r ovide a s- s ur a n ces ( r a t h e r t h a n ce r t ific a t io n s) t h a t t h e y a r e i n co m pli a n ce wi t h t h e policies. As disc u ssed i n § 22.610( b), Ap- xx x xxx B t o t h i s p a r t s u gges t s a w a r d t e r m s a n d co n di t io n s t h a t m a y be u sed t o a dd r ess seve r a l of t h e m o r e co m - m o n l y a pplic a ble n a t io n a l polic y r e- q u i r e m e n t s. T h ese t e r m s a n d co n di- t io n s m a y be u sed t o ob t a i n r eq u i r ed a ss ur a n ces a n d r ep r ese n t a t io n s, if t h e g r a n t s office r wis h es t o do so a t t h e t i m e of a w a r d, r a t h e r t h a n t hr o u g h t h e u se of t h e s t a n d a r d a pplic a t io n fo r m ( S F–424 8) o r o t h e r m e a n s a t t h e t i m e of p r opos a l . [63 F R 12164, M a r . 12, 1998, a s a m e n ded a t 70 F R 49464, A u g. 23, 2005] 8 F o r copies of S t a n d a r d F o r m s li s t ed i n t h i s p a r t , co n t a c t r egio n a l g r a n t s a d m i n i s- t r a t io n offices of t h e Office of N a v a l R e- se a r c h . Add r esses fo r t h e offices a r e li s t ed i n
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REPRESENTATIONS AND ASSURANCES. By having the authorized representative of the Applicant sign below, Applicant agrees that it accepts the Terms and Conditions of Membership shown in Exhibit A herein represents and warrants the following:
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REPRESENTATIONS AND ASSURANCES. 22.1 party B shall abide by the laws and regulations, the stipulations of the lease contract and the various management systems formulated and amended by party a from time to time 22.2 operate within the business scope approved by the relevant government departments; 22.3 party B shall go through the procedures of approval and acceptance, and apply for the licenses and licenses related to the business operation and continuing operation 22.4 party B shall make proper use of the leased premises, keep the leased premises and its facilities and other articles in good condition, and party B shall not occupy the common part of the premises without authorization; 22.5 party B shall not use the leased premises for any illegal or immoral purpose and shall not engage in any activity that would adversely affect the goodwill of the premises; 第 20 页共 00 页 00.0 party B is the legal holder/authorized person of the trademark/trade name and has the right to operate in the leased premises under the trademark/trade name. Party B guarantees that the use of the trademark/trade name does not infringe any rights of any third party; 22.7 when signing the lease contract, party B has fully understood the location of the leased premises and the surrounding business environment, and undertakes to bear all its own commercial risks; 22.8 without the written consent of party A, party B shall not use the name, logo, photograph or image of party A or the building in its business or other aspects except to indicate its business address or promotional items; 22.9 during the lease term, party B shall be responsible for the loss of life, property, legal liability to customers, product liability, etc. in the leased premises (except those caused by party a) , if any loss is caused to party a due to party B’s failure to solve the problem in time, party B shall compensate.
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REPRESENTATIONS AND ASSURANCES. Seller is entering into this Supply Contract in reliance on Buyer's qualifications and representation to Seller of its desire to operate the Grease Monkey Locations selling Mobil products. Buyer acknowledges that its conduct impacts Mobil's products, trademarks, and other Mobil retailers, distributors, and dealers; therefore, Buyer agrees to conduct its business in a manner that maintains and enhances public acceptance of Mobil products, trademarks, and Mobil retailers, distributors, and dealers. At all times, Buyer shall keep visible and legible Seller's logos, signs and trademarks used in connection with the sale of Mobil products inside of Buyer's Grease Monkey Locations, unless otherwise agreed upon by the Buyer and Seller. Seller shall not require Buyer to display Seller's logo, signs or trademarks in violation of Buyer's graphic standards contained in Buyer's corporate identity guide.
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REPRESENTATIONS AND ASSURANCES. 3.19.1 The Contractor, in addition to the requirements of the Contract Documents, represents to the Owner, as an inducement to the Owner to execute the Owner-Contractor Agreement, which representations will survive the execution and delivery of the Agreement and the completion of the Work that Contractor: 1. is financially solvent, able to pay debts, and has sufficient working capital to complete the Work;
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REPRESENTATIONS AND ASSURANCES. Subcontractor represents warrants and covenants that Subcontractor shall perform Services in a manner conforming to generally accepted industry standards and practices and by Subcontractor personnel having a level of skill commensurate with the requirements of the Services. Subcontractor warrants that it is aware of and in compliance with all applicable federal requirements, including but not limited to provisions governing Equal Employment Opportunity, Drug Free Workplace, Non-procurement Suspension and Debarment, and Anti-Lobbying provisions, and maintains records establishing such compliance. Should IJIS or its Customer request, proof of such compliance will be furnished. Subcontractor warrants that any software developed by Subcontractor under any Task Order shall be free from any disabling device, “logic bomb”, or remote control mechanism that might, or might be utilized to, intentionally impede the operation of such software or damage IJIS or IJIS customers’ computer systems environment or software in any respect, or compromise the integrity of any of IJIS or IJIS customers’ files or data. Notwithstanding anything herein, the foregoing warranty is limited to the specific system and software built by Subcontractor, and does not extend to IJIS or IJIS customers’ and any third party systems, hardware and software. Except as otherwise expressly set forth in any Task Order issued hereunder, no other warranties, express or implied, are made with respect to the Services to be supplied by Subcontractor hereunder, including, without limitation, any express or implied standards, guarantees, or warranties, including implied warranty of merchantability or fitness for a particular purpose or non-infringement, and any warranties that may be alleged to arise as a result of custom or usage, any warranty of error-free performance, or any warranty of third party products, or functionality of the IJIS or IJIS customers’ hardware, software, firmware, or computer systems. Subcontractor acknowledges and agrees that its employees and representatives working on-site at the facilities of IJIS and/or its Affiliates or customers shall be subject to, and shall comply with, their respective security procedures and other policies and procedures for workplace conduct, including sign-in and visitor identification procedures as such are communicated to Subcontractor and/or its employees and representatives. IJIS represents and warrants to Subcontractor that IJIS has the right to use...
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REPRESENTATIONS AND ASSURANCES. Many national policies, either in stat- ute or in regulation, require recipients of grants and cooperative agreements to make representations or provide as- surances (rather than certifications) that they are in compliance with the policies. As discussed in § 22.610(b), Ap- pendix B to this part suggests award terms and conditions that may be used to address several of the more com- monly applicable national policy re- quirements. These terms and condi- tions may be used to obtain required assurances and representations, if the grants officer wishes to do so at the time of award, rather than through the use of the standard application form (SF–424 8) or other means at the time of proposal. [63 FR 12164, Mar. 12, 1998, as amended at 70 FR 49464, Aug. 23, 2005] 8 For copies of Standard Forms listed in this part, contact regional grants adminis- tration offices of the Office of Naval Re- search. Addresses for the offices are listed in
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REPRESENTATIONS AND ASSURANCES. Seller is entering into this Supply ------------------------------- Contract in reliance on Buyer's qualifications and representation to Seller of its desire to operate the Truckstop Locations selling Mobil lubricants. Buyer acknowledges that its conduct impacts Seller's products, Trademarks, and other Mobil retailers, distributors, and dealers; therefore, Buyer agrees to conduct its business in a manner that maintains and enhances public acceptance of Mobil lubricants, Trademarks, and Mobil retailers, distributors, and dealers. At all times, Buyer shall keep visible and legible Seller's logos, signs and Trademarks used in connection with the sale of Mobil lubricants inside of Buyer's Truckstop Locations.
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REPRESENTATIONS AND ASSURANCES. Seller is entering into this Supply ------------------------------ Contract in reliance on Buyer's qualifications and representation to Seller of its desire to operate the Truckstop Locations selling Seller's lubricants. Buyer acknowledges that its conduct impacts Seller's products, Trademarks, and other Seller's retailers, distributors, and dealers; therefore, Buyer agrees to conduct its business in a manner that maintains and enhances public acceptance of Seller's lubricants, Trademarks, and Seller's retailers, distributors, and dealers. At all times, Buyer shall keep visible and legible Seller's logos, signs and Trademarks used in connection with the sale of Seller's lubricants inside of Buyer's Truckstop Locations.
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Related to REPRESENTATIONS AND ASSURANCES

  • Representations and Warranties of Lender Lender hereby represents and warrants to Borrower as follows:

  • Representations and Warranties of Consultant (a) Consultant has the requisite power and authority to enter into and perform his obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (b) The execution, delivery and performance of this Agreement by Consultant does not and shall not constitute Consultant’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Consultant is a party, or by which Company is or may be bound.

  • Representations and Warranties of the Assignee The Assignee hereby represents and warrants to the Assignor as follows:

  • Representations and Warranties of Assignee Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

  • Representations and Agreements (a) The Advisor represents to and agrees with the Company that: (1) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

  • Representations and Warranties of Lenders Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments or Loans, as the case may be, represents and warrants as of the Closing Date or as of the effective date of the applicable Assignment and Assumption that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments, loans or investments such as the Commitments and Loans; and (iii) it will make or invest in its Commitments and Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments and Loans within the meaning of the Securities Act or the Exchange Act, or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments and Loans or any interests therein shall at all times remain within its exclusive control).

  • Representations and Warranties of Loan Parties Each of the Loan Parties represents and warrants, as of the Amendment Effective Date, as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties set forth in Article V of the Credit Agreement shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct (subject to the materiality qualifications set forth therein) and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, and except that for purposes of this Section 3.2(d), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively. (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (f) The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than Permitted Liens. (g) The Loans and other amounts payable by Borrower pursuant to the Credit Agreement are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

  • Representations and Acknowledgements (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer. (b) The Executive hereby represents that, except as he has disclosed in writing to the Company, he is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of the Executive’s employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. (c) The Executive further represents that, to the best of his knowledge, his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement with another party, including without limitation any agreement to keep in confidence proprietary information, knowledge or data the Executive acquired in confidence or in trust prior to his employment with the Company, and that he will not knowingly disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. (d) The Executive acknowledges that he will not be entitled to any consideration or reimbursement of legal fees in connection with execution of this Agreement. (e) The Executive hereby represents and agrees that, during the Restricted Period, if the Executive is offered employment or the opportunity to enter into any business activity, whether as owner, investor, executive, manager, employee, independent consultant, contractor, advisor or otherwise, the Executive will inform the offeror of the existence of Sections 10, 11, 12 and 13 of this Agreement and provide the offeror a copy thereof. The Executive authorizes the Company to provide a copy of the relevant provisions of this Agreement to any of the persons or entities described in this Section 24(e) and to make such persons aware of the Executive’s obligations under this Agreement.

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

  • Representations and Warranties of the Lender The Lender hereby represents and warrants to the Borrower as follows:

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