Representations and Warranties by Supplier Sample Clauses

Representations and Warranties by Supplier. Supplier hereby represents and warrants to Community as of the Effective Date as follows: (i) Supplier is a company, duly formed, validly existing and in good standing under the laws of the State of Delaware; (ii) Supplier has all authorizations from any governmental authority necessary for it to legally perform its obligations under this Agreement or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; (iii) The execution and delivery of, and performance under, this Agreement are within Supplier’s powers, have been duly authorized by all necessary action and do not violate, conflict with or breach any of the terms or conditions in its governing documents or any contract to which it is a party or any governmental rule applicable to it; (iv) This Agreement has been duly executed and delivered by Supplier, and this Agreement (assuming due authorization, execution and delivery of all Parties) constitutes legal, valid and binding obligations of Supplier enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally and general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (v) None of the documents or other written information furnished by or on behalf of Supplier to Community or Eligible Customers 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; (vi) No Bankruptcy is pending against it or to its knowledge threatened against it.
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Representations and Warranties by Supplier. Supplier hereby represents and warrants to Buyer as follows:
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Representations and Warranties by Supplier. Supplier represents and warrants the following. 14.1 Supplier is possessed of superior knowledge with respect to the Product and is aware that Customer is relying on Supplier’s skill and judgment in providing the Product to Customer. 14.2 Supplier knows the particular purpose for which the Product is required. 14.3 At the time of delivery to Customer, the Product shall be free of any harmful or hidden programs or data incorporated therein with malicious or mischievous intent (collectively, the “Virus”), and that, where Supplier transfers such Virus to Customer, Supplier shall reimburse Customer the actual cost incurred by Customer to remove or recover from the Virus, including the costs of persons employed by Customer. 45.4 The Product shall be free of any mechanism which may disable the Product, and Supplier warrants that no data loss will result from such items if present in the Product when delivered to Customer hereunder. 14.5 The Product provided by Supplier hereunder shall not infringe upon any United States or foreign copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third party, and Supplier further represents and warrants that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement.
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Representations and Warranties by Supplier. Supplier hereby represents, warrants and covenants that: (a) it is a corporation or entity duly organized and validly existing under the laws of the state of its incorporation; (b) the execution, delivery, and performance of this Agreement by Supplier has been duly authorized by all requisite corporate action and does not require any shareholder action or approval, (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) the execution, delivery, and performance by Supplier of this Agreement and its compliance with the provisions of this Agreement does not and shall not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) any other Agreement to which it is a party; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction, or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) it shall at all times comply with all applicable material laws and regulations relating to its activities under this Agreement; (f) all Product supplied hereunder conforms to the Product Specifications and any manufacturing, packaging, labeling or storage specifications provided by Purchaser to Supplier, has been and shall be manufactured, packaged, labeled and stored in accordance with the applicable Regulatory Approvals and GMP, and was not adulterated or misbranded while in Supplier’s possession or at any time prior to delivery of such Product by Supplier hereunder.
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Representations and Warranties by Supplier. Supplier represents and warrants that: (a) it has full right, power, and authority to supply the Products as required under this Agreement, (b) it has the necessary skills and expe1tise to supply the Products as required under this Agreement, (c) it and the Products will comply with all laws, regulations, and ordinances applicable thereto (including, for the avoidance of doubt, all FDA and USDA regulations), (d) the Products will strictly conform to the specifications, requirements, and other terms in the General Specifications and this Agreement, and have been fully tested to confirm conformity with the same, (e) all Products shall be free from defects in design, workmanship, material, and manufacture, (f) all Products shall be delivered new and free from all security interests, liens, and encumbrances of any kind, (g) the Products, at the time of delivery, will not be subject to any actual or anticipated Recalls, and (h) no Products, including any sale or use of the Products as instructed or marketed by Supplier, will infringe any intellectual property rights of any third party. Customer has the right to assign one or more of the warranties provided herein to its customers. Any claim for breach of any warranty provided in clauses (c)-(g) (the “Product Warranties”) shall be made within twenty-four (24) months after delivery of the applicable Product by Customer to its customer (the “Warranty Period”).
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Related to Representations and Warranties by Supplier

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

  • Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:

  • Representations and Warranties by You You represent and warrant that: 2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation. 2.1.2 All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies. 2.1.3 Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. 2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make every effort to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.

  • Representations and Warranties by Each Party Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations and Warranties of Customer The Customer represents and warrants to the Transfer Agent that:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows:

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

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