Representations and Warranties of the Provider. The Provider represents and warrants to SplitCo as follows:
(a) The Provider is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) The Provider has the power and authority to enter into this Agreement and to perform its obligations under this Agreement, including the Services.
(c) The 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 the Provider has the authority to do so.
Representations and Warranties of the Provider. The Provider represents and warrants to the Corporation as follows:
(a) The Provider is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) The Provider has the power and authority to enter into this Agreement and to perform its obligations under this Agreement, including the Services.
(c) The 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 the Provider has the authority to do so.
Representations and Warranties of the Provider. 5.01 The Provider hereby represents and warrants the accuracy of the information, documents and records provided to CAC.
5.02 The Provider acknowledges that CAC shall rely upon the truth and accuracy of all information provided by the Provider. Accordingly, the Provider hereby warrants and represents that all of its employees, volunteers, representatives, and agents who have provided or will provide information to CAC have been duly instructed to provide only accurate, truthful, and complete information and that, to the best of Provider’s knowledge and belief, such instructions have and will be followed, and all information provided to CAC is and will be accurate, truthful, and complete.
5.03 The Provider represents and warrants that the disclosure of information, records and documents to CAC is not in contravention of any applicable privacy protection legislation.
5.04 CAC makes no, and hereby disclaims any and all representations and warranties, whether written or oral, express or implied, as to the Program’s accreditation on-site review, accreditation decision, or continuation/termination of accreditation.
Representations and Warranties of the Provider. The Provider represents and warrants to the Executive that: it has all necessary power and authority to execute, deliver and perform its obligations under this Arrangement; the execution, delivery and performance by it of this Arrangement has been authorised by all necessary action on its part; and each of the obligations of the Provider under this Arrangement constitutes a legally binding obligation.
Representations and Warranties of the Provider and Dentist(s). Each of the Provider and Dentist(s), as applicable, hereby represents and warrants to Dental Cooperative as of the Closing Date and throughout the Term of this Agreement, as follows:
(a) The Provider is a legal entity duly organized, validly existing and in good standing under the laws of its state of organization and has all requisite corporate, company or partnership power and authority (as applicable) to enter into this Agreement and to consummate the transactions contemplated hereby.
(b) Each of this Agreement and the other Operative Documents have been duly executed and delivered by Provider, have been effectively authorized by all necessary action, corporate or otherwise, and constitute a legal, valid and binding obligation of Provider.
Representations and Warranties of the Provider. The Provider represents and warrants to LMC as follows:
(a) The Provider is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) The Provider has the power and authority to enter into this Agreement and to perform its obligations under this Agreement, including the Services.
(c) The 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 the Provider has the authority to do so.
Representations and Warranties of the Provider. The Provider represents and warrants to CH Parent as follows:
(a) The Provider is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) The Provider has the power and authority to enter into this Agreement and to perform its obligations under this Agreement, including the Services.
(c) The 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 the Provider has the authority to do so.
Representations and Warranties of the Provider. The Provider represents and warrants to the Company that:
9.1. Provider is duly registered and in good standing as a money services business with the Department of Treasury will remain as such from the date this Agreement becomes effective until termination of this Agreement.
9.2. There are no actions, grievances, proceedings (including, without limitation, arbitration proceedings), orders, inquiries or claims pending, or to Provider’s knowledge, threatened against or affecting it or any employee (in his or her capacity as such) by any regulatory organization that would affect Provider’s ability to fulfill its obligations hereunder.
9.3. Provider has full legal right, power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereby;
9.4. This Agreement has been duly and validly executed and delivered and constitutes a valid and binding obligation of Provider, enforceable against Provider in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii) the effect of rules of law governing the availability of equitable remedies;
9.5. The execution, delivery and performance of this Agreement does not and will not constitute a violation or breach of (i) any agreement to which Provider is a party or (ii) to Provider’s knowledge, any Law, in each case the violation or breach of which would cause material harm to the Company or Provider;
9.6. Provider shall provide any services with regard to this Agreement in a commercially reasonable manner.
9.7. Provider owns, or has a valid license to use, all intellectual property necessary to operate the Coveware Platform and perform the services and other obligations contemplated by this Agreement.
9.8. Beyond the representations and warranties stated in this Section, Provider provides the Services “AS IS” and MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KINDS EXPRESS, IMPLIED OR STATUTORY (INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).
Representations and Warranties of the Provider. The Provider represents and warrants that this Agreement constitutes a valid and binding agreement by The Provider, enforceable in accordance with its terms; and neither the execution and delivery of this Agreement nor compliance with any of the provisions hereof will violate or conflict with or constitute a default under (or give rise to any right of termination, cancellation, or acceleration under) the terms or conditions or provisions of any certificate, note, instrument, bond, lease, mortgage, obligation, agreement, understanding, arrangement, regulation, law or restriction of any kind whatsoever to which the Provider is a party or by which it or its assets are bound or subject.
Representations and Warranties of the Provider. The Provider represents, warrants and covenants to the Company that as of the Effective Date:
(a) the Provider is a corporation which was duly organized and is validly existing under the laws of the country of Spain;
(b) the Provider is duly qualified to carry out its business, and is in good standing in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such qualifications necessary;
(c) the Provider has the full right, power and authority, and has taken all corporate action necessary, to enter into this Agreement and be bound by the terms of this Agreement, none of which require the consent of any other person or entity;
(d) the Provider has complied with all requirements for the operation of its business and operations in accordance with the laws applicable to the Provider, in all material respects;
(e) the execution and delivery of this Agreement and the performance by the Provider of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to the Provider, including its organizational documents; and
