Representations and Warranties of Supplier. 8.1 Supplier represents and warrants to CMA and the Funds as follows:
(a) Supplier’s execution, delivery and performance of this Agreement: (i) have been authorized by all necessary action, (ii) do not violate the terms of any law, regulation, or court order to which Supplier is subject or the terms of any material agreement to which Supplier or any of its assets may be subject and (iii) are not subject to the consent or approval of any third party; (b) this Agreement is the valid and binding obligation of Supplier, enforceable against Supplier in accordance with its terms; (c) Supplier is not subject to any pending or threatened litigation or governmental action which could interfere with Supplier’s performance of its obligations hereunder; (d) Supplier is a Massachusetts trust company and is qualified to do business in each of the other states in which it is providing Services hereunder to the extent the same is required; and (e) Supplier shall secure or has secured all permits, licenses, regulatory approvals and registrations required to render Services set forth herein, including without limitation, registration with the appropriate taxing authorities for remittance of taxes.
Representations and Warranties of Supplier. Supplier represents and warrants to Xxxxxxx that it has the experience, capability, and resources to efficiently and expeditiously perform the Services and provide the Deliverables in a professional and workmanlike manner. Supplier represents and warrants to Xxxxxxx that it shall, at all times, provide its best professional efforts and devote the necessary personnel and supervisors to perform the Services and provide the Deliverables. In addition to any other representations and warranties set forth herein, Supplier represents and warrants to Xxxxxxx the following during the Term: Supplier’s performance of the Services pursuant to this Agreement does not violate any existing agreement or obligation between Supplier and a third-party; Supplier is compliant with all applicable federal, state, county and local laws, ordinances regulations, and codes in the performance of its obligations under this Agreement, including, but not limited to, procurement of all necessary licenses, authorization, permits and consents; Supplier shall not use third-party intellectual property provided to Supplier by Xxxxxxx for Supplier’s use in performance of the Services, without the prior consent of Xxxxxxx; Supplier owns or on creation shall own, all of the rights that Supplier is granting or assigning to Xxxxxxx under this Agreement (including, the licenses granted hereunder). Neither the Services nor the Deliverables shall not infringe any third-party intellectual property rights; There is no action, order, writ, injunction, judgment or decree outstanding or claim, suit, litigation, proceeding, labor dispute, arbitral action or investigation pending, or to the actual knowledge of Supplier threatened, against or relating to Supplier that would have a material adverse effect on this Agreement or on Supplier’s ability to consummate the transactions contemplated hereby; Any Deliverables that comprise software programs or other computer-readable files, at the time of delivery to Xxxxxxx, shall be free of viruses, material defects, worms, Trojan horses, destructive mechanisms, hidden or locked files, code that would cause any of the Deliverables to replicate, transmit or activate itself without control of a person operating the computer equipment on which it resides, code that would alter, damage or erase any data or computer programs without control of a person operating the computer equipment on which it resides, any key, node lock, time-out, “back door,” “trap door,” “booby trap,...
Representations and Warranties of Supplier. Supplier hereby represents and warrants to Purchaser as follows:
Representations and Warranties of Supplier. 9.1 In rendering its obligations under this Agreement, without limiting other applicable performance warranties, Supplier represents and warrants to Bank of America as follows: (a) Supplier is in good standing in the state of its incorporation and is qualified to do business as a foreign corporation in each of the other states in which it is providing Services hereunder; and (b) Supplier shall secure or has secured all permits, licenses, regulatory approvals and registrations required to render Services set forth herein, including without limitation, registration with the appropriate taxing authorities for remittance of taxes.
9.2 Supplier represents and warrants that it shall perform the Services in a timely and professional manner using competent personnel having expertise suitable to their assignments. Supplier represents and warrants that the Services shall conform to or exceed, in all material respects, the specifications described herein, as well as the standards generally observed in the industry for similar services. Supplier represents and warrants that neither performance nor functionality of the Services, products or systems is or will be affected by dates prior to, during and after the year 2000. Supplier represents and warrants that Services supplied hereunder shall be free of defects in workmanship, design and material. Supplier represents and warrants that the products, Work Product and Services furnished under this Agreement do not and shall not infringe, misappropriate or otherwise violate any Intellectual Property Rights or any other rights of any third party, except to the extent such infringement, misappropriation or violation results from Bank of America’s unauthorized modification of the Work Product or Services, from use of the Work Product or Services in a manner for which the Work Product or Services are not designed, from incorporation of the Work Product or Services with products not approved by Supplier, or from Bank of America Content.
9.3 As of this Amended and Restated Agreement, there are no actions, suits or proceedings pending, or to the knowledge of Supplier threatened, against Supplier alleging infringement, misappropriation or other violation of any Intellectual Property Rights related to any product, Work Product or Service contemplated by this Agreement that have not already been disclosed to Bank of America on **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. ...
Representations and Warranties of Supplier. Supplier represents and warrants to Buyer that:
Representations and Warranties of Supplier. As of the Effective Date, Supplier hereby represents and warrants to Buyer as follows:
Representations and Warranties of Supplier. Supplier warrants and represents that:
(a) it has and will continue to conduct its activities in accordance and compliance with all applicable laws, regulations, ordinances, Executive Orders, codes, standards, permits and liens;
(b) all information it has submitted heretofore and contemporaneously is true and accurate in every material respect;
(c) it has requisite personnel, competence, skill and physical resources necessary to perform the services herein set forth. Supplier further warrants that services performed by or delivered through Supplier shall be in accordance with the highest generally accepted standards of the profession at the time services are performed;
(d) it will comply with the stated standards, policies and practices of GE, including but not limited to GE's standards, policies and practices relating to integrity, and to require the same stringent standards, policies and practices for its employees or other workers in regard to its services hereunder;
(e) it will require each person who will or does perform services hereunder to execute Exhibit C, attached hereto and made a part hereof, acknowledging such person's agreement to comply with certain policies of GE designated therein. Supplier shall solicit the execution of such Exhibit C by each such person, and Supplier shall not permit any person that does not execute such Exhibit C to perform any services hereunder. Supplier shall furnish GE with a copy of such Supplement that has been executed by each person that Supplier engages for performance of services hereunder prior to the start of such performance by such person; and
(f) it shall promptly provide any information or materials relating to services provided hereunder to GE at its request.
Representations and Warranties of Supplier. Supplier warrants and represents that (i) it is duly organized, validly operating and in good standing under the laws of the jurisdiction of its formation; (ii) it is authorized and qualified to do business in the jurisdictions necessary to perform under this Agreement; (iii) the execution, delivery and performance of this Agreement are duly authorized and do not violate any governing documents or any contracts to which it is a party or any laws, rules or regulations applicable to it; (iv) there is no material event(s) or other agreement(s) which would impair its right, authority or ability to execute this Agreement and otherwise consummate the transactions contemplated by this Agreement; (v) it will maintain its status as a certified REP as required by the PUCT; and (vi) all electric energy delivered to Customer under this Agreement is free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person arising prior to the Delivery Point. SUPPLIER AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMER FROM ANY ADVERSE CLAIMS TO THE ELECTRIC ENERGY ARISING PRIOR TO ITS DELIVERY TO CUSTOMER AT THE DELIVERY POINTS. CUSTOMER ACKNOWLEDGES THAT SUPPLIER DOES NOT OWN, OPERATE, CONTROL, OR MAINTAIN THE FACILITIES DELIVERING ENERGY AT THE DELIVERY POINTS.
Representations and Warranties of Supplier. (a) Supplier represents and warrants to Company that the Products, at the time of delivery to Company shall: (i) conform to the Specifications, as then in effect; (ii) have been Manufactured in compliance with all Applicable Laws and in accordance with cGMPs and (iii) shall have not have exceeded the minimum shelf life, as mutually agreed upon by Supplier and Company.
(b) Other than with respect to the ***, Supplier further represents and warrants that as of the Effective Date, it has not received written notice from a Third Party asserting that Supplier’s Product or the Manufacturing Process of a Product infringe a claim of a patent owned or controlled by such party.
(c) With respect to the ***, Supplier represents that as of the Effective Date, to the best of Supplier’s knowledge and belief, *** *** ***.
Representations and Warranties of Supplier. Supplier represents, warrants and covenants, during the term of this Agreement, to Great Spirits as follows:
(a) Supplier has the authority to enter into and carry out its obligations under this Agreement.
(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not breach any contract or agreement to which Supplier is a party, or violate any law or regulation by which it is bound.
(c) Supplier has the right to designate and appoint Great Spirits as the exclusive importer and distributor of the Products in the Territory and, subject to Section 2, is the sole owner of the Brand free and clear of any lien or encumbrance.
(d) The Products to be sold to Great Spirits under this Agreement shall be merchantable and fit for human consumption. The Products shall be manufactured, packaged and labeled in Ireland in conformity with applicable U.S. federal, state and local laws, rules and regulations and the rules and regulations of the United States Bureau of Alcohol, Tobacco and Firearms or the laws and regulations of other governments regarding bottles and labels for the Products, as advised by Great Spirits to the Supplier from time to time. In addition, all Cases of Products sold to Great Spirits shall be coded in such a manner that Supplier and Great Spirits are able to identify production lots. The Products shall have a shelf life of a minimum of five years from date of manufacture.
(e) The formulation and quality of ingredients and the packaging of the Products to be sold in the Territory will not change without Great Spirits' written approval.
(f) The Products to be sold to Great Spirits shall be free and clear of all liens. Neither the execution and delivery of this Agreement or compliance with its terms and provisions will result in the creation or imposition of any lien, charge, encumbrance, or restriction of any nature upon the Products and other assets to be sold to Great Spirits.
(g) Supplier shall not sell or otherwise transfer Products to any other party.
