Representations and Warranties of Concessionaire Sample Clauses

Representations and Warranties of Concessionaire. Concessionaire represents and warrants to the ULB that: a) It is duly organized, validily existing and in good standing under the laws of India; b) It has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; c) It has taken all necessary corporate and other actions under Applicable laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement; d) It has the financial standing and capacityto undertake the Project in accordance with the terms of this Agreement; e) This Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof and its obligations under this Agreement will be legally binding, valid and enforceable obligations against it in accordance with the terms hereof; f) It is subject to the laws of India and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this jurisdiction or matter arising thereunder, including any obligation, liability or responsibility hereunder; g) The information furnished in the Bid and as updated on or beforethe date of this Agreement is to the best of its knowledge and belief, true and accurate in allrespects as on the date of this Agreement; h) The execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of Concessionaire‘s ‗Memorandum and Articles of Association‘ or any of the Applicable laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected; i) There are no actions, suits, proceedings or investigations pending, or to Concessionaire‘s knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may constitute Concessionaire Event of Default or which individually or in the aggregate may result in Material Adverse Effect; j) It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Agency which may result in Material Adverse Effect; k) It has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil o...
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Representations and Warranties of Concessionaire. The Concessionaire makes the following representations and warranties: (a) The Concessionaire is organized as a limited liability company, active and in good standing under the laws of Delaware, and registered with the Minnesota Secretary of State, and has the power and authority to enter into this Agreement and to perform its obligations hereunder and is not in violation of the laws of the State of Minnesota or any other State. (b) The Concessionaire shall maintain its status as a limited liability company, active and in good standing under the laws of Delaware, and registered with the Minnesota Secretary of State, at all times from and after the Effective Date while the Term or any Renewal Term are in effect. (c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Concessionaire is now a party or by which it is bound, or constitutes a default under any of the foregoing. (d) The Concessionaire will cooperate with the City with respect to any litigation commenced with respect to the Property, so long as the Concessionaire is not an adverse party to such litigation. (e) Whenever any Event of Default occurs and if the City shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the Concessionaire under this Agreement, and the City prevails in such action, the Concessionaire agrees that it shall, within 30 business days of written demand by the City, pay to the City the reasonable fees of such attorneys and such other expenses so incurred by the City. (f) The Concessionaire shall promptly advise the City in writing of all litigation or claims affecting any part of the Properties and all written complaints and charges made by any governmental authority materially affecting the Properties or materially affecting the Concessionaire or its activities. (g) The Concessionaire has the resources and capability to satisfy its obligations under this Agreement to manage, operate, and provide Food and Beverage Services at the Amphitheater as required herein. (h) The Concessio...
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Representations and Warranties of Concessionaire. 5 3.2. Limitation on Marketing........................................................................... 6 3.3. Trained Employees................................................................................. 7 3.4. Performance Evaluation............................................................................ 7 3.5. Pricing of Merchandise............................................................................ 7 3.6. Discount to Crew.................................................................................. 7 3.7. Standards......................................................................................... 7 3.8. Prohibited Items.................................................................................. 8 3.9.
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Representations and Warranties of Concessionaire. Concessionaire covenants, warrants, and represents that: (a) Concessionaire is an experiences concessionaire, fully qualified to operate, supervise and/or perform the purchase and sale of sundries and merchandise in the Vessels' shops, and that it has employed or has available and will furnish a sufficient, capable, and trained staff to operate the shops and facilities. (b) If requested by CCL, Concessionaire will engage the services of a professional window dresser to display the merchandise for sale in a Vessel's shop. Concessionaire will maintain the highest standards when changing showcase and window displays. (i) Concessionaire will sell high quality internationally recognized brands of retail Merchandise. The Concessionaire may sell bottled liquor during the cruise at a price which shall not materially affect bar sales by CCL for liquor for consumption during the cruise, but may deliver bottled liquor at the duty-free market price to the passengers only on the last day of the voyage. (i) The Pursxx xxxl operate vending machines on board for the sale of individual packs of cigarettes and shall purchase all of the cigarettes by the case at the wholesale market price from Concessionaire. As provided in Section 5(a) below, these cigarette sales are excluded from Gross Receipts.
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Representations and Warranties of Concessionaire. Concessionaire represents and warrants to the Authority that: a) It is duly organized, validity existing and in good standing under the laws of India; b) It has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; c) It has taken all necessary corporate and other actions under Applicable laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement;
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Representations and Warranties of Concessionaire. Concessionaire hereby represents and warrants to the Authority that as of the Effective Date: A. Concessionaire has been duly authorized to, and may validly enter into this Agreement with the Authority. B. Each individual executing this Agreement on behalf of Concessionaire is duly authorized to do so. C. The execution of this Agreement shall not cause Concessionaire to breach or be in default under any other agreement. D. No consents or approvals are necessary under any agreement to which Concessionaire may be a party in order for this Agreement to be effective in accordance with the terms set forth herein.
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Representations and Warranties of Concessionaire. 19 5.1 Authority...........................................................19 5.2 Concessionaire's Experience.........................................20 5.3 Ownership...........................................................20 ARTICLE 6.
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Representations and Warranties of Concessionaire. Concessionaire represents and warrants, as of the Contract Date, that:
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Related to Representations and Warranties of Concessionaire

  • Representations and Warranties of the Concessionaire The Concessionaire and the {Selected Bidder/Consortium}represents and warrants to the Authority that the Concessionaire and/or {Selected Bidder/ Consortium}, as the case may be: (a) is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (e) is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its Memorandum and Articles of Association {or those of any member of the Consortium} or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (h) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (i) has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (j) has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement; (k) shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {Selected Bidder/ lead members of consortium}, hold not less than 26% (twenty six percent) of its issued and paid up Equity as on the date of this Agreement; and that no member of the Consortium shall hold less than 10% (ten percent) of such during the Concession Period. (l) {the selected bidder/ Consortium Members and its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; (m) {the selected bidder/ each Consortium Member} is duly organised and validly existing under the laws of the jurisdiction of its incorporation, and has requested the Authority to enter into this Agreement with the Concessionaire pursuant to the Letter ofIntent, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (n) all its rights and interests in the Bus Terminal shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement; (o) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (p) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Concession or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and (q) all information provided by the {selected bidder/ Consortium Members} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects.

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

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

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

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

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