Representations and Warranties of the Service Provider. The Service Provider hereby represents and warrants to the YieldCo Parties that, as of the date hereof:
(a) it is validly organized and existing under the laws of the State of Delaware;
(b) it or another member of the Service Provider Group, as applicable, holds, and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might no longer be valid;
(c) it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder;
(d) it has taken all necessary action to authorize the execution, delivery and performance of this Agreement;
(e) the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the Service Provider’s ability to perform its obligations under this Agreement;
(f) no authorization, consent or approval of, or filing with or notice to, any Person is required in connection with the execution, delivery or performance by it of this Agreement; and
(g) this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally, and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.
Representations and Warranties of the Service Provider. The Service Provider hereby represents and warrants to the Trusts and to the Managing Owner that:
A. It is duly registered Futures Commission Merchant as that term is defined under Section 4d of the Commodity Exchange Act as amended and the regulations thereunder and is a registered member of NFA.
B. It is registered with the SEC as a broker-dealer and is a registered member of the NASD.
C. It will maintain the foregoing registration status throughout the time it performs any services under this Agreement.
D. It has complied with all laws, rules and regulations having application to its business, including rules and regulations promulgated by the CFTC and NFA, the violation of which would materially and adversely affect the business, financial condition or earnings of the Service Provider.
E. There are no actions, suits or proceedings pending or, to the best knowledge of the Service Provider, threatened at law or in equity or before or by any Federal, state, municipal or other governmental or regulatory department, commission, board, bureau, agency or instrumentality, or by any commodity or security exchange worldwide in which an adverse decision would materially and adversely affect the ability of the Service Provider to comply with and perform it obligations under this Agreement, except as set forth in Exhibit A attached hereto.
F. This Agreement has been duly and validly authorized, executed and delivered and is a valid and binding agreement, enforceable against it, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium, insolvency or other laws now or hereafter enacted affecting the enforcement of creditors’ rights generally and by legal and equitable restrictions on the availability of equitable remedies, including specific performance.
G. The Service Provider will not use the name of the Managing Owner or any Trust in any documents or correspondence, other than those necessary for the Service Provider to perform the services enumerated in Section 1 hereof, without the express written consent of such Trust and the Managing Owner, which consent shall not be unreasonably withheld. The representations and warranties contained in this Section 4 shall continue during the term of this Agreement, and, if at any time any event has occurred which would make or tend to make any of the foregoing not true, the Service Provider will notify the Managing Owner and each Trust in writing of such event.
Representations and Warranties of the Service Provider. The Service Provider represents and warrants to the Funds that:
a. It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;
b. It has the requisite power and authority to carry on its business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or threatened which would materially impair the Service Provider’s ability to perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Service Provider or any law or regulation applicable to it.
Representations and Warranties of the Service Provider. 3.1 The Service provider represents that the Service provider has the ability to provide the Services to the Company for the entire duration of the Agreement.
3.2 The Service provider represents that there is nothing by law or otherwise preventing it from entering into and performing this Agreement.
Representations and Warranties of the Service Provider. The Service Provider hereby represents and warrants to the IESO that:
4.1.1 the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental action and does not and will not result in a breach of or constitute a default under or require the consent of any Person pursuant to any other agreement to which it is a party or by which it or its properties may be bound or affected and that this Agreement constitutes a legal and binding obligation on the Service Provider, enforceable against the Service Provider in accordance with its terms;
4.1.2 it holds or will, prior to commencing to act as a demand response market participant, hold all permits, licenses and other authorizations that may be necessary to enable it to carry on the business and perform the functions and obligations of a demand response market participant as described in the market rules and in this Agreement;
4.1.3 the information provided in and in support of its Proposal is true, accurate and complete in all respects;
4.1.4 the Service Provider is not a party to or, to its knowledge, threatened with any litigation or claim that, if successful, would materially adversely affect the financial condition of the Service Provider or its ability to fulfil its obligations under this Agreement; and
4.1.5 the Service Provider is not a Restricted Person.
Representations and Warranties of the Service Provider. As a material inducement for the Company to enter into this Agreement, the Service Provider represents and warrants to the Company and Bright Mountain as follows:
(a) he is free to enter into this Agreement and to perform each of its terms and covenants hereunder;
(b) he is not restricted nor prohibited, contractually or otherwise, from entering into and performing this Agreement, and his performance of this Agreement, and the receipt of compensation hereunder, is not a violation or breach of any federal, state or local order, law or regulation of any governmental body, or a violation or breach of any agreements between the Service Provider and any other person or entity; and
(c) this Agreement is a legal, valid and binding agreement of Service Provider, enforceable in accordance with its terms.
Representations and Warranties of the Service Provider. The Service Provider represents and warrants that (i) it is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act; (ii) it is acquiring the Shares for investment for the Service Provider’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, without prejudice, however, to Service Provider’s right to at all times to sell or otherwise dispose of any or all of the Shares so issued in compliance with applicable federal and state securities laws and (iii) it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of such Shares.
Representations and Warranties of the Service Provider. The Service Provider hereby represents and warrants to the Company as of the date hereof as follows:
(a) the Service Provider has all right, title and interest in and to the Shares, (b) the Shares are owned by the Service Provider free and clear of all liens and encumbrances, and upon receipt of such Shares, the Company will have all right, title and interest in and to the Shares, (c) it is free to enter into this Agreement; and (d) in so doing, it will not violate any other agreement to which it is a party.
Representations and Warranties of the Service Provider. The Service Provider represents and warrants to the Kerala Technological University or its nominated agencies that: [A concept of materiality could be introduced for some of the clauses, on request of Service Provider]
Representations and Warranties of the Service Provider. 7.1.1 The Service Provider represents and warrants to the Authority that:
(a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial and technical standing and capacity to undertake the Telemedicine Services and discharge obligations hereunder, in accordance with the terms of this Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its Memorandum and Articles of Association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;
(h) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on its ...
