Representations and Warranties of Provider. Provider represents and warrants that the following are 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 Provider. (a) Provider is a limited liability company duly organized and existing in good standing under the laws of the State of Delaware.
(b) Provider possesses all requisite power and authority to enter into and perform this Agreement and to carry out the transactions contemplated herein.
(c) Provider’s execution, delivery and performance of this Agreement have been duly authorized and this Agreement has been duly executed and delivered and constitutes Provider’s legal, valid and binding obligation, enforceable against Provider in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other legal principles pertaining to creditors’ rights.
(d) Except as otherwise contemplated herein, no material consent or approvals are required in connection with the execution, delivery and performance by Provider of this Agreement.
(e) The execution, delivery and performance by Provider of this Agreement will not (i) violate any Applicable Law applicable to Provider, (ii) result in any breach of, or constitute any default under, any material contractual obligation of Provider or (iii) result in, or require, the imposition of any Lien on any of the properties or revenues of Provider.
Representations and Warranties of Provider. Provider represents and warrants to the Company as follows:
(a) Provider is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Provider has the power and authority to enter into this Agreement and to perform its obligations under this Agreement.
(c) Provider is not subject to any contractual or other legal obligation that materially interferes with its full, prompt, and complete performance under this Agreement.
(d) The individual executing this Agreement on behalf of Provider has the authority to do so.
Representations and Warranties of Provider. 8.1 PROVIDER represents and warrants that all services performed hereunder will be performed in a professional and workmanlike manner and in accordance with ESSENTIAL’s processes, procedures and standards as set forth by ESSENTIAL from time to time and communicated to PROVIDER prior to the provision of services. Any services which fail to meet the above criteria shall be, at ESSENTIAL’s option, re-performed by PROVIDER at the expense of PROVIDER or corrected by ESSENTIAL or a third Party selected by ESSENTIAL at the expense of PROVIDER. To the extent required in the course of such re-performance by PROVIDER or correction by ESSENTIAL or its designee, PROVIDER shall bear the cost of any additional parts used therein.
8.2 PROVIDER represents and warrants that it will perform the services in compliance with ESSENTIAL’s processes and procedures.
8.3 PROVIDER declares and represents that the restrictions set forth in Section 6.0, above, do not unreasonably restrict PROVIDER’S ability to conduct business.
Representations and Warranties of Provider. Provider hereby represents and warrants to Bank, as of the date hereof:
(a) Provider is a , duly organized, and validly existing in good standing under the laws of the State of and has full power and authority to execute, deliver, and perform its obligations under this Agreement; the execution, delivery, and performance of this Agreement have been duly authorized, and are not in conflict with and do not violate any law or regulation applicable to Provider, or the terms of the articles of organization, operating agreement or bylaws of Provider and will not result in a breach of or constitute a default under or require any consent under any indenture, loan, or agreement to which Provider is a party;
(b) All approvals, authorizations, licensees, registrations, consents, and other actions by, and notices to, and filings with, any person that may be required in connection with the execution, delivery, and performance of this Agreement by Provider, have been obtained;
(c) There is no material claim nor any material litigation, proceeding, arbitration, investigation, or controversy pending to which Provider is a party, that would adversely affect this Agreement; no such claim, litigation, proceeding arbitration, investigation, or controversy has, to Provider’s knowledge, been threatened or is contemplated; to Provider’s knowledge, no facts exist which would provide a basis for any such claim, litigation, proceeding, arbitration, investigation, or controversy; and Provider is not subject to any agreement with any regulatory authority with respect to its operations adversely affecting this Agreement.
(d) Provider is not insolvent.
Representations and Warranties of Provider. Provider hereby represents and warrants to Tower as follows: (i) the person executing this Agreement on behalf of Provider has the legal capacity and unrestricted right to execute and deliver this Agreement; (ii) the execution and delivery of this Agreement by Provider and the performance of Provider’s obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement, or other understanding to which Provider is a party or by which Provider is or may be bound or subject; and (iii) Provider is not a party to any instrument, agreement, document, arrangement, or other understanding with any person or entity (other than Tower) restricting Provider’s performance or obligations hereunder.
Representations and Warranties of Provider. Provider represents and warrants to Company as follows:
(a) Provider is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Provider has the power and authority to enter into this Agreement and to perform its obligations under this Agreement, including the Services.
(c) Provider is not subject to any contractual or other legal obligation that materially interferes with its full, prompt, and complete performance under this Agreement.
(d) The individual executing this Agreement on behalf of Provider has the authority to do so.
(e) Provider is in compliance with the laws, rules and regulations applicable to Provider, except as would not reasonably be expected to have a material adverse effect on Provider, the Company, or Provider’s ability to perform its obligations hereunder.
(f) The operations of Provider do not infringe on the intellectual property rights of any third party, including, without limitation, copyright, patent and trademark rights, except as would not reasonably be expected to have a material adverse effect on Provider, the Company, or Provider’s ability to perform its obligations hereunder.
Representations and Warranties of Provider. Provider hereby represents and warrants that (a) it has qualified personnel, appropriate facilities and adequate resources to discharge the services covered by this Agreement in a timely and efficient manner, and (b) it has the administrative and business experience and expertise required to perform such services in a competent and professional manner.
Representations and Warranties of Provider. As a material inducement to Company to enter into and perform this Agreement, Provider represents and warrants to Company that: (i) Provider is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, with full power and authority to execute, deliver and perform this Agreement; (ii) this Agreement is valid and binding upon Provider and enforceable against Provider in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and subject to general principles of equity; and (iii) Provider has and shall maintain sufficient qualified personnel and adequate facilities to perform this Agreement.
Representations and Warranties of Provider. Provider hereby represents and warrants to Recipient that, as of the date hereof:
(a) Provider is a limited partnership, duly organized, validly existing and in good standing under the laws of the state of Texas;
(b) Provider has taken all necessary limited partnership action to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and
(c) There is no pending or, to the knowledge of Provider, threatened Action against or affecting Provider or its property, which would reasonably be expected to have a material adverse effect on Provider’s ability to perform its obligations under this Agreement.
