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 Buyer that:
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.
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 represents, warrants and covenants to Importer as follows:
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 represents, warrants and covenants, during the term of this Agreement, to Great Spirits as follows:
Representations and Warranties of Supplier. (a) Status; Enforceability. Supplier and Parent are validly existing ---------------------- corporations in good standing under the laws of the jurisdiction of their incorporation; the execution, delivery and performance of this Agreement by Supplier has been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of Supplier, enforceable against Supplier in accordance with the terms hereof, subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights and remedies of creditors generally and the effect of general principles of equity, whether applied by a court of law or equity; and the execution, delivery and performance of this Agreement by it will not violate or conflict with any other agreement or instrument to which it is a party.
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.
