Representations and Warranties of Producer Sample Clauses

Representations and Warranties of Producer. Producer represents and warrants to Gold, as of the date of this Agreement and again with each Accepted Purchase Order, as follows: a. Producer is duly organized, validly existing and in good standing under the laws of the state under which Producer was organized, and has and shall maintain all requisite power and authority to own or otherwise hold and use its property and carry on its business except, in each case, where the failure to be or do so could not reasonably be expected to have a material and adverse effect upon the transactions contemplated by this Agreement. b. This Agreement has been duly authorized, executed and delivered by Producer, and constitutes the legal, valid and binding obligation of Producer, enforceable against Producer in accordance with its terms. Producer has and shall maintain all requisite power and authority to enter into and perform this Agreement, and all necessary actions and proceedings of Producer have been taken to authorize the execution, delivery and performance of this Agreement. c. The execution and performance of this Agreement do not and will not conflict with, breach or otherwise violate any of the terms or provisions of the organizational or governing documents of Producer or of any material agreement, document or instrument to which Producer is a party or by which Producer or any of its assets or properties are bound. d. There is no civil, criminal or other litigation, action, suit, investigation, claim or demand pending or, to the knowledge of Producer, threatened, against Producer, which could reasonably be expected to have a material adverse effect upon the transactions contemplated by this Agreement or Producer’s ability to perform its duties and obligations under, or to otherwise comply with, this Agreement. e. All Ethanol shall be delivered and sold to Gold by Producer free and clear of all liens, restrictions on transferability, reservations, security interests, financing statements, licenses, mortgages, tax liens, charges, contracts of sale, mechanics’ and statutory liens and all other liens, claims, demands, restrictions or encumbrances whatsoever.
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Representations and Warranties of Producer. Producer hereby represents and warrants to SSS as follows:
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Representations and Warranties of Producer. Producer hereby represents and warrants to the Company that (i) Producer has all rights to perform or conduct the Production, (ii) the Production shall comply with all state, local and federal laws, regulations, codes and ordinances in connection with Producer’s use of the Location including but not limited to all labor, copyright, and trademark laws, and (iii) the production shall not contain any nudity, or in the sole discretion of the Company, portray an activity that shall negatively reflect on the Location; and (iv) Producer has obtained all necessary consents, releases, copyrights, trademarks, licenses and other authorizations required for Producer’s use of the Location and any subsequent publication of same. Producer acknowledges that it has inspected or has had the opportunity to inspect the Location and agrees that the Company makes no representations or warranties, express or implied, regarding the suitability of the Location for Producer’s intended use.
Sample 1
Representations and Warranties of Producer. Producer represents and warrants that at the date of its execution of this Agreement: (a) it is duly organized and validly existing under the laws of and has all requisite legal power and capacity to execute this Agreement and carry out the terms, conditions and provisions hereof; (b) this Agreement constitutes a valid, legal and binding obligation of Producer, enforceable in accordance with the terms hereof subject only to laws of general application applying to equitable remedies and the enforcement of creditor's remedies; (c) the execution and delivery by Producer of this Agreement has been authorized by all requisite [corporate, partnership or trust] action; and (d) there are no actions, suits or proceedings pending or, to Producer's knowledge, threatened against or affecting Producer before any court or Government that might materially and adversely affect the ability of Producer to meet and carry out its obligations under this Agreement.
Sample 1
Representations and Warranties of Producer. Producer represent and warrant to Buyer as follows: (a) all Approved Eligible Cattle delivered pursuant to this Agreement are owned by the Producer at the time of delivery; (b) the Producer satisfies the Program Eligibility Requirements; (c) all Approved Eligible Cattle satisfy the Eligible Cattle Requirements at the time of delivery; (d) the delivery of the Approved Eligible Cattle delivered pursuant to this Agreement does not infringe on any third party’s rights with respect to such Approved Eligible Cattle; and (e) all information supplied by Producer pursuant to this Agreement was accurate and true at the time made, and Producer has notified Buyer of any false or incorrect information supplied to Buyer pursuant to this Agreement. The representations and warranties set forth in this Section 13 shall be continuing representations and warranties which shall be deemed to be made by Producer at each Delivery Date.
Sample 1
Representations and Warranties of Producer. Subscriber represents and warrants: a. that Subscriber has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with undertaking a relationship with Father; b. that the performance of the services called for by this Agreement do not and will not violate any applicable law, rule, or any proprietary right of any third party; c. that Subscriber will not use any copyrighted, trademarked, confidential or otherwise illegal materials or documents or Subject Ideas and Inventions of Father; d. that Subscriber has not entered into or will not enter into any agreement (whether oral or written) in conflict with this Agreement; e. that Subscriber is capable of performing all of the obligations to be performed by it pursuant to the provisions of this Agreement in proper workmanlike manner; f. that Subscriber is responsible for the accuracy of all data sent by Subscriber to Father and responsible for storing the data according to DCA Registerations; and g. that the ownership of Subscriber’s data provided by Subscriber to Father shall belong to Father.
Sample 1
Representations and Warranties of Producer. Producer represents and warrants to Artist that the statements contained in this Section 6 are true and correct as of the date hereof. For purposes of this Section 6, "Producer's knowledge," "knowledge of Producer," and similar phrases shall mean the actual or constructive knowledge of the Producer.
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Representations and Warranties of Producer. Producer represents and warrants to Gold as follows: (a) Producer is duly organized, validly existing and in good standing under the laws of the state under which Producer was organized, and has and shall maintain all requisite power and authority to own or otherwise hold and use its property and carry on its business as now conducted and as to be conducted pursuant to this Agreement. (b) This Agreement has been duly authorized, executed and delivered by Producer, and constitutes the legal, valid and binding obligation of Producer, enforceable against Producer in accordance with its terms. Producer has and shall maintain all requisite power and authority to enter into and perform this Agreement, and all necessary actions and proceedings of Producer have been taken to authorize the execution, delivery and performance of this Agreement. (c) The execution and performance of this Agreement do not and will not conflict with, breach or otherwise violate any of the terms or provisions of the organizational or governing documents of Producer or of any agreement, document or instrument to which Producer is a party or by which Producer or any of its assets or properties are bound. (d) There is no civil, criminal or other litigation, action, suit, investigation, claim or demand pending or, to the knowledge of Producer, threatened, against Producer, which may have a material adverse effect upon the transactions contemplated by this Agreement or Producer’s ability to perform its duties and obligations under, or to otherwise comply with, this Agreement.
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Representations and Warranties of Producer. 2.1 The Representations and Warranties of PRODUCER in Sections 2.2 and 2.3 are made as of November 1, 1991.
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Related to Representations and Warranties of Producer

  • 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 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 Licensee Licensee hereby represents and warrants to Licensor as follows:

  • Representations and Warranties of Licensor Licensor hereby represents and warrants to Licensee as follows:

  • 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 the Parties (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

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

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

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

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

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