Representations and warranties of the Supplier. The Supplier represents and warrants to the Utility that:
(a) it is duly organized 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 authorize the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) along with its Developer, has the financial standing and capacity to operate the Project 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 hereof;
(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 Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may giv...
Representations and warranties of the Supplier. The Supplier represents and warrants to the Aggregator 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 standing and capacity to operate the Power Station in accordance with the terms of this Agreement;
Representations and warranties of the Supplier. Supplier represents and warrants that: (i) it has full power to grant Distributor the distribution rights as provided under the Agreement, and (ii) it has obtained all necessary governmental approvals and is complying with all other applicable laws and regulations (including, without limitation, federal and state laws and regulations concerning medical devices) in connection with the Products in the United States; and (iii) it is the sole owner and holder of title in and rights to the Products, and no third party approval is required for granting Distributor rights under the Agreement; and (iv) in all respects, the Products do not and shall not infringe upon nor violate any patent, copyright, trade secret, trade name or trademark or other proprietary right of any person not a party to this Agreement; and (v) the Products shall perform in accordance with Supplier’s user documentation; and (vi) the Products sold under the Agreement will perform in accordance with specifications described in user manuals, technical materials and related writings published by Supplier, and further that such Products will achieve any such function. Supplier’s obligations pursuant to Article 3.8 hereof shall survive termination of this Agreement.
Representations and warranties of the Supplier. The Supplier hereby represents and warrants as follows:
3.1 The Supplier is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation and with full power to perform its obligations under this Agreement.
3.2 The execution and delivery of this Agreement have been duly authorized and approved by all requisite corporate actions.
3.3 The execution and consummation of this Agreement does not conflict with, create legal impediments under, or breach the terms of any other agreements and/or any applicable law.
3.4 The Supplier has fully and independently acquired, reviewed, examined, and evaluated, as an expert, all factors and data that may be deemed to affect the carrying out its obligations under this Agreement, including any related risks.
Representations and warranties of the Supplier. The Supplier represents and warrants that the performance by the Supplier of its obligations under this Agreement will not violate the intellectual property rights of any third party, including without limitation any trade-mark, copyright or other similar rights.
Representations and warranties of the Supplier. 12.1 The Supplier represents and warrants to the Client that
a) he possesses all professional qualifications to supply the Object of Purchase, has all the professional prerequisites necessary for the proper fulfilment of this Contract and is able to carry out activities foreseen hereunder with the due care, skill and knowledge of well-experienced experts in his particular professional field,
b) is fully authorized to perform this Contract, and
c) there are no obstacles on his side that would preclude him from the due performance of this Contract.
12.2 The Supplier is aware of the importance to the Client of the fulfilment of this Contract in terms of quality, performance and schedule. In the event of a failure by the Supplier to meet them (e.g. in case of delay with delivery of Deliverables and/or in the case if the Object of Purchase does not meet the performance requirements), substantial damage may arise to the Client.
Representations and warranties of the Supplier. In order to induce the parties hereto to enter into this Amendment, the Supplier represents and warrants to each other party hereto that:
(a) The representations and warranties contained in Section 4.2 of the Transaction Agreement are true and correct at and as of the time of the effectiveness hereof.
(b) The Supplier is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Transaction Documents to which it is a party. The Supplier has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of the obligations of the Supplier hereunder.
(c) The execution and delivery by the Supplier of this Amendment, the performance by the Supplier of its obligations hereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws of the Supplier, or of any material agreement, judgment, license, order or permit applicable to or binding upon the Supplier, or result in the creation of any lien, charge or encumbrance upon any assets or properties of the Supplier. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by the Supplier of this Amendment or ta consummate the transactions contemplated hereby.
(d) When duly executed and delivered, each of this Amendment and each Transaction Document amended hereby to which it is a party will be a legal and binding instrument and agreement of the Supplier, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally.
(e) The audited annual Consolidated financial statements of the Supplier dated as of August 31,1994 fairly present the Consolidated financial position at such date and the Consolidated statement of operations and the changes in Consolidated financial position for the period ending on such date for the Supplier. Copies of such financial statements have heretofore been delivered to the Purchaser. Since August 31, 1994, no material adverse change has occurred in the financial condition or businesses or in the Consolidated financial cond...
Representations and warranties of the Supplier. Supplier, represents and warrants to Customer that the following statements are true and correct as of the date of this Agreement:
(a) Supplier is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.
(b) Supplier has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, Supplier has duly authorized the execution, delivery and performance of this Agreement by Supplier. This Agreement constitutes the valid and legally binding obligation of Supplier, enforceable in accordance with its terms and conditions.
(c) Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Supplier is subject or any provision of the charter or bylaws of Supplier or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which such Supplier is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any security interest upon any of its assets). Supplier does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Supplier to consummate the transactions contemplated by this Agreement.
(d) The Supplier has obtained all regulatory approvals that are necessary for manufacturing and marketing of the Products.
(e) The Supplier has obtained all licenses, patents, trademarks or other intellectual property necessary for the manufacturing and marketing of the Products.
Representations and warranties of the Supplier. The Supplier makes the following representations and warranties to each of the other parties hereto:
