Representations and Warranties of Service Provider. 7.2.1 In rendering its obligations under this Agreement, without limiting other applicable performance warranties, SERVICE PROVIDER represents and warrants to IIMC as follows:
(a) SERVICE PROVIDER is in good standing in the State of its incorporation and is qualified to do business in which it is providing Services hereunder;
(b) SERVICE PROVIDER shall procure and use all materials and equipment as described in Exhibit A (SOW), and
(c) SERVICE PROVIDER shall secure or has secured all permits, licenses, regulatory approvals and registrations, statutorily mandated under the law of the land and an indispensable requirement to render Services set forth herein, including without limitation, registration with the appropriate taxing authorities for remittance of taxes.
(d) SERVICE PROVIDER shall adhere to the Safety Code of IIMC and do all such acts as is required under the said rules, as enumerated in Exhibit B (SOP) of this Agreement,
(e) SERVICE PROVIDER shall adhere to the Safety, Health and Environment Policy of IIMC, as elaborated in the Exhibit D of this Agreement.
Representations and Warranties of Service Provider. Service Provider represents and warrants to L Brands that:
(a) Service Provider is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of its jurisdiction of organization and has all corporate powers required to carry on its business as now conducted.
(b) The execution, delivery and performance by Service Provider of this Agreement and the consummation of the transactions contemplated hereby by Service Provider are within Service Provider’s corporate powers and have been duly authorized by all necessary corporate action on the part of Service Provider. This Agreement constitutes a valid and binding agreement of Service Provider enforceable against Service Provider 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).
(c) The execution, delivery and performance by Service Provider of this Agreement and the consummation of the transactions contemplated hereby by Service Provider require no action by or in respect of, or filing with, any Governmental Authority other than any such action or filing that has already been taken or made or as to which the failure to make or obtain would not reasonably be expected to materially impede or delay the performance by Service Provider of its obligations hereunder.
Representations and Warranties of Service Provider. Service Provider represents and warrants as follows:
Representations and Warranties of Service Provider. Service Provider represents and warrants to VS that:
(a) Service Provider is a corporation duly incorporated, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of Delaware and has all corporate powers required to carry on its business as now conducted.
(b) The execution, delivery and performance by Service Provider of this Agreement and the consummation of the transactions contemplated hereby by Service Provider are within Service Provider’s corporate powers and have been duly authorized by all necessary corporate action on the part of Service Provider. This Agreement constitutes a valid and binding agreement of Service Provider enforceable against Service Provider 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).
(c) The execution, delivery and performance by Service Provider of this Agreement and the consummation of the transactions contemplated hereby by Service Provider require no action by or in respect of, or filing with, any Governmental Authority other than any such action or filing that has already been taken or made or as to which the failure to make or obtain would not reasonably be expected to materially impede or delay the performance by Service Provider of its obligations hereunder.
Representations and Warranties of Service Provider. Service Provider hereby represents and warrants to Service Recipient, as of the date hereof:
(a) Service Provider is a corporation, duly organized, and validly existing in good standing under the laws of the State of Delaware 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 Service Provider, or the terms of the articles of organization, operating agreement or bylaws of Service 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 Service 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 Service Provider, have been obtained;
(c) There is no material claim nor any material litigation, proceeding, arbitration, investigation, or controversy pending to which Service Provider is a party, that would adversely affect this Agreement; no such claim, litigation, proceeding arbitration, investigation, or controversy has, to Service Provider’s knowledge, been threatened or is contemplated; to Service Provider’s knowledge, no facts exist which would provide a basis for any such claim, litigation, proceeding, arbitration, investigation, or controversy; and Service Provider is not subject to any agreement with any regulatory authority with respect to its operations adversely affecting this Agreement; and
(d) Service Provider is not insolvent.
Representations and Warranties of Service Provider. Service Provider represents and warrants to the Company that the statements contained in this ARTICLE IV are true and correct as of the date hereof.
Representations and Warranties of Service Provider. Service Provider represents and warrants to JEA as follows:
Representations and Warranties of Service Provider. Service Provider represents and warrants that as of the Effective Date:
(a) It is duly formed, validly existing and in good standing under the Laws of the state of its formation;
(b) This Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the rights of creditors generally and (ii) general principles of equity; and
(c) The execution, delivery and performance of this Agreement have been duly authorized by all requisite action and do not and will not conflict with or result in the violation of: (i) any provisions of its organizational documents, (ii) any Law to which it is subject or (iii) any material agreement or instrument to which it is a party or by which it, its property or its assets are bound or affected.
Representations and Warranties of Service Provider. Service Provider hereby represents and warrants to Horizon as follows:
(a) Service Provider is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in each jurisdiction in which a Tower Site is located, to the extent required by law. Service Provider has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.
(b) The execution, delivery and performance of this Agreement by Service Provider have been duly authorized and approved by all necessary action of Service Provider and do not require any further authorization or consent of Service Provider. This Agreement is a legal, valid and binding agreement of Service Provider, enforceable in accordance with its terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally.
(c) The execution, delivery and performance by Service Provider of this Agreement does not conflict with any organizational documents of Service Provider or any law, judgment, order, or decree to which Service Provider is subject, or require the consent or approval of, or a filing by Service Provider with, any governmental or regulatory authority or any third party.
Representations and Warranties of Service Provider. 5.1 The Service Provider represents and warrants to the City (and acknowledges that the City is relying thereon) that:
(a) the Service Provider is a corporation duly incorporated under the laws of Ontario and is in compliance with all requirements imposed by such laws;
(b) the Service Provider has all necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations under this Agreement;
(c) the execution and delivery of this Agreement and the consummation of the transactions contemplated under it have been duly authorized by all necessary corporate action on the part of the Service Provider;
(d) this Agreement constitutes a valid and binding obligation of the Service Provider in accordance with the terms of this Agreement;
(e) the Service Provider’s facilities are suitable for providing Employment Assistance Services under this Agreement and otherwise are in compliance with all legislation affecting such matters, including but not limited to protection of privacy legislation;
(f) the Service Provider shall employ only competent and orderly employees and volunteers which employees and volunteers shall be courteous to all members of the public using the Employment Assistance Services.
