Representations and Warranties by Contractor. If Contractor is a corporation or a limited liability company, Contractor warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business in the State of Texas, that it has all necessary power and has received all necessary approvals to execute and deliver this Agreement, and the individual executing this Agreement on behalf of Contractor has been duly authorized to act for and bind Contractor.
Representations and Warranties by Contractor. A. Contractor warrants that the quality of Services shall conform to the level of quality performed by persons regularly rendering this type of service.
B. Contractor warrants that it has all the skills, experience, and professional and other licenses necessary to perform the Services.
C. Contractor warrants that it has available, or will engage at its own expense, sufficient trained employees to provide the Services.
D. Contractor warrants that it has no personal or financial interest in this Agreement other than the fee it is to receive under this Agreement. Contractor certifies that it will not acquire any such interest, direct or indirect, which would conflict in any manner with the performance of the Services. Contractor certifies that it does not and will not employ or engage any person with a personal or financial interest in this Agreement.
E. Contractor warrants that it is not, and shall not become overdue or in default to the City for any contract, debt, or any other obligation to the City, including real and personal property taxes. Further Contractor agrees that the City shall have the right to set off any such debt against compensation awarded for Services under this Agreement.
F. Contractor warrants that its bid or proposal for services under this Agreement was made in good faith, that it arrived at the costs of its proposal independently, without consultation, communication, or agreement for the purpose of restricting competition as to any matter relating to such costs with any competitor for these services; and no attempt has been made or will be made by Contractor to induce any other person or entity to submit or not to submit a bid or proposal for the purpose of restricting competition.
G. The person signing this Agreement on behalf of Contractor represents and warrants that they have express authority to sign this Agreement for Contractor and agrees to hold the City harmless for any costs or consequences of the absence of actual authority to sign.
H. The obligations, representations, and warranties of this section 8 shall survive the expiration or termination of this Agreement.
Representations and Warranties by Contractor. If Contractor is a corporation or a limited liability company, Contractor warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business in the State of Alabama, that it has all necessary power and has received all necessary approvals to execute and deliver the Agreement, and the individual executing the Agreement on behalf of Contractor has been duly authorized to act for and bind Contractor.
Representations and Warranties by Contractor. If Contractor is a corporation or a limited liability company, Contractor warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business in the State of Texas, that it has all necessary power and has received all necessary approvals to execute and deliver the Agreement, and the individual executing the Agreement on behalf of Contractor has been duly authorized to act for and bind Contractor. Eligibility to Receive Payment: In accordance with Section 231.006 of the Texas Family Code and Sections 2155.004 and 2155.006 of the Texas Government Code, Contractor certifies that it is not ineligible to receive this Agreement any payments under this Agreement and acknowledges that SFASU may terminate this Agreement and/or withhold payment and/or reimbursement if this certification is inaccurate. Payment of Debt/Delinquency to the State: Contractor certifies that it is not indebted to the State of Texas and is current on all taxes owed to the State of Texas. Pursuant to Sections 2107.008 and 2252.903 of the Texas Government Code any payments or reimbursements owed to Contractor under this Agreement may be applied directly toward any debt or delinquency that Contractor owes the State of Texas or any agency of the State of Texas regardless of when it arises, until such debt or delinquency is paid in full.
Representations and Warranties by Contractor. The Contractor represents and warrants to the Company that, as of the date of this Agreement:
a. Contractor has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of the obligations in this Agreement.
b. Contractor’s entering into this Agreement with the Company and their performance of all of their obligations do not and will not conflict with or result in any breach or default under any other agreement to which they are subject.
c. Contractor has the required skill, experience and qualifications to perform Services in connection with this Agreement, they shall perform the Services in connection with this Agreement in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and they shall devote sufficient resources to ensure that the Services in connection with this Agreement are performed in a timely and reliable manner.
d. Contractor shall perform the services in connection with this Agreement in compliance with all applicable federal, state and local laws and regulations.
e. The Company will receive good and valid title to the products resulting from this Agreement, if any, free and clear of all encumbrances and liens of any kind.
f. If applicable, the periodic design documents and reports shall be the Contractor’s original work (except for material in the public domain or provided by the Company) and, to the best of their knowledge, do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation or other entity.
g. Contractor fully understands and agrees that the Shares are offered by the Issuing Company at a price which was arbitrarily determined without regard to any value of the Shares.
Representations and Warranties by Contractor. The Contractor represents and warrants to the Company that, as of the date of this Agreement:
a. Contractor has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of the obligations in this Agreement.
b. Contractor's entering into this Agreement with the Company and their performance of all of their obligations do not and will not conflict with or result in any breach or default under any other agreement to which they are subject.
c. Contractor has the required skill, experience and qualifications to perform Services in connection with this Agreement, they shall perform the services in connection with this Agreement in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and they shall devote resources as outlined in Addendum A and use best efforts to ensure that the Services in connection with this Agreement are performed in a timely and reliable manner.
d. The Company, upon full compliance with its obligations here under, including payment and other compensation obligations, will receive good and valid title to the products resulting from this Agreement, if any, free and clear of all encumbrances and liens of any kind.
e. If applicable, the periodic design documents and reports shall be the Contractor's original work (except for material in the public domain or provided by the Company) and, to the best of their knowledge, do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation or other entity.
f. Contractor fully understands that the Company has a limited net worth.
g. Contractor acknowledges receipt of such information as they deem necessary or appropriate as a prudent and knowledgeable investor in evaluating the Shares issued as compensation.
h. Contractor understands that there exist inherent risks in accepting the Shares as compensation, which risks include, but are not limited to, the lack of liquidity of the Shares, and the Company's lack of history. Contractor agrees to accept all risks associated with accepting the Shares as compensation.
1. Contractor understands that the Company's business is, by its nature, speculative; that Contractor is aware that the financial resources of the Company are extremely limited and that it is very likely that the Company will require additional capital, and there is no assurance that such capital will be available if ...
Representations and Warranties by Contractor. 12
1.1 Corporate or Company Status 12 1.2 Corporate or Company Authorization 12
1.3 Franchise Agreement Duly Executed 12
1.4 No Conflict with Applicable Law or Other Documents 12 1.5 No Litigation 12 1.6 Customer Rate and Account Data Provided Prior to Executing this Franchise Agreement 13 1.7 Ability to Perform 13 1.8 Waiver of Right to Continuance Under AB 939 13 ARTICLE 2. TERM OF AGREEMENT 13 2.1 Effective Date and Term 13 2.2 Option to Extend Term 13 ARTICLE 3. SCOPE OF AGREEMENT 14 3.1 Scope of Exclusive Franchise 14 3.2 Non-exclusive Debris Box Service 14 3.3 Christmas Tree Collection Program 14 3.4 Special Services 14 3.5 Limitations on Franchise 14 3.6 Materials Collected in Public Right-of-Way 16
3.7 Governmental and Tribal Entities 16
3.8 County Option to Incorporate Additional or Modified Provisions 16 3.9 Geographic Limits or Xxxxxxxxx/Xxxxxxx Xxxx 00 3.10 Growth in Accounts 17 3.11 Title to Solid Waste 17 3.12 Administration and Enforcement by County 17 ARTICLE 4. COLLECTION SERVICES 18 4.1 General 18 4.2 Collection Standards 18 4.2.1 Care of Private Property 18 4.2.2 Noise 18 4.2.3 Litter 18 4.2.4 Fixtures and Personal Property 19 4.2.5 Containers 19 4.2.6 Property Damage Caused by Contractor 19 4.2.7 Missed Collection 19 4.2.8 Record of Non-Collection 19 4.3 Refuse Collection 20 4.3.1 Residential Refuse Collection 20 4.3.2 Commercial Refuse Collection 20
4.4 Recyclable Materials Collection 20
4.4.1 Single-Family Residential Recyclable Materials Collection 20
4.4.2 Commercial and Multi-Family Recyclable Materials Collection 20
Representations and Warranties by Contractor. Contractor represents and warrants that: (a) no Group Physician’s license to practice medicine in any state has ever been suspended, revoked or restricted; (b) neither Contractor nor any Group Physician has ever been reprimanded, sanctioned or disciplined by any licensing board or medical specialty board; (c) neither Contractor nor Group Physician has ever been excluded or suspended from participation in, or sanctioned by, any Federal Health Care Program; (d) no Group Physician has ever been denied membership and/or reappointment to the medical staff of any hospital or health care facility; (e) no Group Physician’s medical staff membership or clinical privileges at any hospital or health care facility have ever been suspended, limited or revoked for a medical disciplinary cause or reason; and (f) no Group Physician has ever been charged with or convicted of a felony, a misdemeanor involving fraud, dishonesty, controlled substances, or moral turpitude, or any crime relevant to the provision of medical services or the practice of medicine.
Representations and Warranties by Contractor. As of the Effective Date of this Agreement, Contractor represents and warrants to User as follows:
(a) Contractor has full legal capacity to enter into this Agreement and to perform all its obligations hereunder;
(b) The execution of this Agreement has been duly authorized, and each person executing this Agreement on behalf of Contractor has full authority to do so and to fully bind Contractor;
(c) Contractor knows of no pending or threatened action, suit, proceeding, inquiry, or investigation before or by any judicial court or administrative or law enforcement agency against or affecting Contractor or its properties wherein any unfavorable decision, ruling, or finding would materially and adversely affect the validity or enforceability of this Agreement or Contractor’s ability to carry out its obligations under this Agreement;
(d) None of the documents or other written or other information furnished by or on behalf of Contractor to User or its agents pursuant to this Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and
(e) Contractor acknowledges, agrees, and intends for purposes of “safe harbor” under the Bankruptcy Code that, without limitation, as applicable: (i) the transactions pursuant to this Agreement constitute “forward contracts” within the meaning of the Bankruptcy Code or a “swap agreement” within the meaning of the Bankruptcy Code; (ii) all payments made or to be made by one Party to the other Party under this Agreement with respect to forward contracts constitute “settlement payments” and/or “margin payments” within the meaning of the Bankruptcy Code; and (iii) all transfers of performance assurance by one Party to another Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code.
Representations and Warranties by Contractor. If Participant is a corporation or a limited liability company, Participant warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business in the State of Texas, that it has all necessary power and has received all necessary approvals to execute and deliver the Agreement, and the individual executing the Agreement on behalf of Participant has been duly authorized to act for and bind Participant.
