Representations and Warranties; Compliance with Laws Sample Clauses

Representations and Warranties; Compliance with Laws. 8.1. Customer acknowledges and agrees that Ancero may subcontract all or part of its performance obligations hereunder, including without limitation maintenance and installation, to third parties, and Ancero may do so without notice to Customer, although Ancero will endeavor to advise Customer of such circumstance, and any such advice may be provided orally or in a writing delivered electronically. Ancero warrants that any Services to be provided to Customer will be at a professional level of quality conforming to generally accepted industry standards and in compliance in all material respects with all applicable laws and regulations. Customer further acknowledges that Ancero is not the manufacturer of any Product(s) and the only warranties offered to Customer with respect to such Product(s) are those provided by the manufacturer, not Ancero; therefore, in purchasing Product(s), Customer agrees to rely solely on the manufacturer’s specifications, not any statements, specifications, or other illustrations representing the Product(s) that may be provided by Ancero, and such warranties, if any, offered by the manufacturer of such Product(s). Ancero agrees, on request of Customer, to pass through to Customer any original equipment manufacturer warranties to the extent Ancero is permitted to do so under the terms of its agreements with the manufacturer, its agents and representatives. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, ANCERO DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATED TO PRODUCT(S) AND/OR SERVICES, INCLUDING 8.2. Each Party represents and warrants to the other that (i) it is duly organized, validly existing and in good standing under the laws of the state of its organization, (ii) it has all requisite power and authority to enter into and perform its obligations under this Agreement, including without limitation all Order(s), (iii) it will comply with all applicable federal, state and local laws, statutes, rules and regulations in connection with the provisioning and use of the Product(s) and Service(s), and (iv) this Agreement, including without limitation all Order(s), when executed, are the legal, valid and binding obligation of such Party.
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Representations and Warranties; Compliance with Laws. You represent and warrant that You and Your users are 18 years of age or older. You represent and warrant that You have the authority to bind the Organization. You represent and warrant that You will comply with all security requirements for access to and use of the API Service. You agree to abide by all applicable laws in connection with Your access and use of the API Services, including without limitation privacy, data protection, non-disclosure, and information security laws and regulations, and laws governing the use and processing personal information, including health-related information.
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Representations and Warranties; Compliance with Laws. Each Party represents and warrants to the other that: (i) it has the right and authority to enter into and perform all of its respective obligations under this Agreement; (ii) it is in material compliance with all applicable laws, statutes, ordinances, rules and regulations with respect to its performance under this Agreement; (iii) no authorization or approval from any third party is or will be required in connection with such Party's execution, delivery or performance of this Agreement; (iv) the execution and performance of this Agreement does not violate or conflict with the terms or conditions of any other agreement to which it is a party or by which it is bound; and (v) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms. Each Party agrees that it will comply with all statutes, codes, ordinances, laws, regulations, rules, orders and decrees of all governmental authorities (including without limitation federal, state and local governments, governmental agencies and quasi-governmental agencies) (hereinafter “Governmental Requirements”) having jurisdiction over it and which are applicable to its activities under this Agreement. For avoidance of doubt, and notwithstanding anything herein to the contrary, Client shall be responsible for ensuring that Client and all Client products/programs and associated materials comply with all Governmental Requirements applicable to Client and such products/programs and associated materials. Notwithstanding anything herein to the contrary, Ubiquity shall not be responsible for any act or omission on the part of Client or any Client product/program or associated materials that causes Ubiquity or the Services to fail to comply with Governmental Requirements. Each Party agrees that it shall protect the privacy of Clients' customers’ non-public personal information (“Consumer Information”), as required by applicable law, to the extent that such Consumer Information is within such Party’s possession or control. In addition to the forgoing, Ubiquity agrees to use security safeguards for all personal information pertaining to Massachusetts residents in accordance with Massachusetts Regulation 201 CMR 17.00 and shall comply with the requisite privacy standards as set forth by the Xxxxx-Xxxxx-Xxxxxx Act (“GLBA”).
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Representations and Warranties; Compliance with Laws. Consultant represents, warrants, and agrees: 13.1. Neither Consultant nor any of Consultant’s officers or other agents are subject to any contractual or other legal obligations that would prohibit Consultant from performing the Services pursuant to this Agreement; 13.2. Consultant shall perform all Services in a manner that is timely and consistent with the highest industry standards; 13.3. Consultant does and will comply with, and the Services will comply and be conducted in accordance with, all applicable federal, state, and local laws, rules and regulations; 13.4. Consultant has and will have full power and authority to enter into and fully perform this Agreement and no agreement or understanding with any other person, firm, or corporation exists or will exist which would interfere with or prohibit Consultant's obligations hereunder; 13.5. Disclosure to Company of any information by Consultant in performance of the Services does not contravene any confidentiality obligation or other legal obligation Consultant may have to any third party; and 13.6. Consultant will comply at all times with all security procedures in effect at Company’s premises and externally for materials and information belonging to Company or for which Company is responsible.
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Representations and Warranties; Compliance with Laws. Advertiser represents, warrants and covenants that (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) its performance of this Agreement will not violate any contracts with third parties; (c) all materials and digital files submitted to Publisher do not contain any computer viruses or other damaging code; (d) include no libelous or defamatory statements, claims or representations, and all Ad Material and campaigns do not violate any rights of any third parties, including but not limited to copyright, trademark, patents, trade secrets, right to privacy, right of publicity (“Intellectual Property Rights”), and civil rights; and (e) all Ad Materials and campaigns comply with all applicable laws, regulations, and FTC and industry guidelines, including but not limited to: local, state and federal laws regarding political advertising and fair housing, and Native Advertising: A Guide for Business at xxxxx://xxx.xxx.xxx/tips- advice/business-
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Representations and Warranties; Compliance with Laws. Notwithstanding anything to the contrary set forth above, no Participant may assign, convey or transfer its interest to any Person to which this Section 6.3(d) applies, (i) unless such Person shall have delivered to Certificate Trustee and Lessee a certificate confirming the accuracy of the representations and warranties set forth in Section 4.2 with respect to such Person (other than as such representation or warranty relates to the execution and delivery of Operative Documents) or (ii) if such assignment, conveyance or transfer would result in a violation of the Securities Act or any other material Applicable Laws and Regulations.
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Representations and Warranties; Compliance with Laws 
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Related to Representations and Warranties; Compliance with Laws

  • Representations and Warranties; Compliance with Conditions The representations and warranties of Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of such date, and no Default or an Event of Default shall have occurred and be continuing; and Borrower shall be in compliance in all material respects with all terms and conditions set forth in this Agreement and in each other Loan Document on its part to be observed or performed.

  • Representations and Warranties Complete The representations and warranties of the Company included in this Agreement and any list, statement, document or information set forth in, or attached to, any Schedule provided pursuant to this Agreement or delivered hereunder, are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.

  • Representations and Warranties Correct The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.

  • 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.

  • Compliance with Representations and Warranties During the period from the date of this Agreement to the Closing Date, the Offerors shall use their best efforts and take all action necessary or appropriate to cause their representations and warranties contained in Section 5 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date.

  • REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY The Company and Seller jointly and severally represent and warrant to the Purchaser that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5).

  • Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • 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 Concerning the Depositor The Depositor hereby represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows: (i) the Depositor (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (b) is qualified and in good standing as a foreign corporation to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Depositor's business as presently conducted or on the Depositor's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) the Depositor has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (iii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the articles of incorporation or by-laws of the Depositor, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Depositor's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (iv) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; (v) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); (vi) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened against the Depositor, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect the Depositor's ability to enter into this Agreement or perform its obligations under this Agreement; and the Depositor is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and (vii) immediately prior to the transfer and assignment to the Trustee, each Mortgage Note and each Mortgage were not subject to an assignment or pledge, and the Depositor had good and marketable title to and was the sole owner thereof and had full right to transfer and sell such Mortgage Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest.

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