Representations of Customer. Customer represents and warrants to Bank that: (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement and to incur indebtedness, pledge Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; and (ii) this Agreement is its legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Bank may rely upon the above or the certification of such other facts as may be required to administer Bank's obligations hereunder.
Representations of Customer. Customer represents, warrants and covenants to BVL that:
(a) it has the full power and right to enter into this Agreement and that there are no outstanding agreements, assignments, licenses, encumbrances or rights held by other parties, private or public, inconsistent with the provisions of this Agreement; and (b) the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder: (i) do not conflict with or violate any requirement of Applicable Law; (ii) do not, and will not conflict with or otherwise interfere with resulting in a violation, breach, or default under, or require any consent that has not been obtained under any contact or agreement between such Party or any of its Affiliates, Agents and any third party; and (iii) there are no, and shall be no, liens, conveyances, mortgages, assignments, encumbrances, or other contacts or agreements that would prevent or impair such Party’s full and complete exercise of the terms and conditions of this Agreement;
10.2.2. the use, practice or exploitation of Customer Technology, Customer Improvements, and Customer Confidential Information in the performance of services under this Agreement will not infringe, misappropriate or otherwise violate the patents, trademarks, copyrights, trade secrets, or other intellectual property rights of any Third Party and that it will promptly notify BVL in writing should it become aware of any claims or threats asserting such infringement, misappropriation or violation;
10.2.3. that the API and Customer-supplied Composition shall be free of defects of any kind, shall not be adulterated, shall conform to applicable Specifications and will be provided to BVL free and clear of any liens and encumbrances; and
10.2.4. Customer’s further distribution of the Product will not cause the Product to be adulterated or misbranded under the FDCA or other Applicable Law.
Representations of Customer. Customer represents and warrants that (a) it has the legal right and authority, and will continue to own or maintain the legal right and authority, during the Term of this Agreement, to use any Customer intellectual property, Customer data, and Customer Equipment contemplated to be used in connection with the Services; (b) the performance of its obligations and use of the Service(s) (by Customer, its customers and users) will not cause a breach of any agreements with any third parties or unreasonably interfere with any other INAP operations or other INAP customers’ use of INAP services and, to its knowledge, will not violate any applicable laws or regulations, (c) all equipment, materials and other tangible items used by Customer in connection with any of the Service(s) will be used in compliance with all applicable manufacturer specifications, and (d) Customer has the legal right and authority to enter into the Agreement based on the signature following Customer’s name below.
Representations of Customer. Customer represents and warrants to BVL that: (a) it has the full power and right to enter into this Agreement and that there are no outstanding agreements, assignments, licenses, encumbrances or rights held by any Third Party, private or public, inconsistent with the provisions of this Agreement; (b) to the best of its knowledge the use of Customer Technology, Customer Improvements, and Customer Confidential Information by BVL in the performance of services under this Agreement will not infringe the intellectual property rights of any Third Party and that it will promptly notify BVL in writing should it become aware of any claims or threats asserting such infringement; (c) that the API provided by Customer will be provided to BVL free and clear of any liens and encumbrances; (d) Customer’s further distribution of the Product will not cause the Product to be adulterated or misbranded under the FDCA or other Applicable Law; and (e) Customer has not been debarred, nor is it subject to a pending debarment pursuant to section 306 of the FDCA, 21 U.S.C. § 335a, nor is it the subject of a conviction described in such section. Customer agrees to inform BVL in writing Immediately if Customer is debarred or is the subject of a conviction described in section 306, or if any action, suit, claim, investigation, or proceeding is pending relating to the debarment or conviction of Customer.
Representations of Customer. Customer hereby represents and warrants to Company as follows:
(a) Customer (i) is a limited liability company, organized, validly existing and in good standing under the laws of the State of Delaware, (ii) is authorized to do business in the Commonwealth of Kentucky, (iii) has the power and authority to execute and deliver this Contract and to perform its obligations hereunder, and (iv) has the power and authority to carry on its business as such business is now being conducted and as is contemplated hereunder to be conducted during the Term hereof.
(b) The execution, delivery, and performance of this Contract by Customer have been duly and effectively authorized by all requisite corporate action.
(c) The rates offered to Customer and incorporated into this Contract were a necessary factor in the decision of Customer to locate its operations, including the construction and operation of the Facility, in Kentucky.
Representations of Customer. Customer hereby represents and warrants to M&B and Supplier that:
Representations of Customer. Customer represents and warrants to Generator as of the date of this Agreement as follows:
Representations of Customer. As of the Effective Date, and at all times during the Term Customer represents and warrants as follows:
(a) It is a valid existing private limited liability stock company and in good standing under the laws of the Netherlands. It has the corporate power and authority required to carry on its activities as they are now conducted.
(b) It has full legal right and corporate power, without the consent of any other person to execute, deliver and to perform its obligations under this Agreement.
(c) All corporate and other actions required to be taken by it to authorize the execution, delivery and performance of this Agreement and all transactions contemplated hereby have been duly and properly taken. No consent, approval or authorization of, or filing of any certificate, notice application, report or other document with any governmental authority is required on the part of it in connection with its valid execution and delivery of this Agreement or the performance by it of any of its obligations hereunder.
(d) The Aggregate 2003 Manufacturing Costs accurately reflect the Supplier’s actual, recurring, aggregate stand-alone cost of providing Manufacturing Services in relation to total Supplier manufacturing volume in 2003 (“Total Volume”), after those certain adjustments mutually agreed upon by Customer and Supplier and are set forth on Schedule 12.2 (d).
(e) The Allocated 2003 Manufacturing Costs when divided by Total Volume and allocated to CD and DVD replication (as shown in Schedule 12.2 (d)) results in the departmental cost per disc included in the disc price set forth in Schedule 10.1.
(f) The third-party contracts referenced on Schedule 4.1(ii) (“Third Party Contracts”) attached hereto are the complete list of all contracts or arrangements which any Universal Music Group entity is a party to, as of the Effective Date, under which any amount of the Universal Music Group Manufacturing Requirements is committed to any party under such joint venture or other contract or arrangement.
(g) The amounts set forth in Schedule 4.1(ii) as the volumes contractually committed under all Third Party Contracts as of the Effective Date are complete and accurate.
(h) The Manufacturing Requirements of the Universal Music Group and its third party business in calendar year 2003 totaled not less than [*****] million Optical Disc units, and no corporate reorganizations have occurred in or since such period which could reasonably be expected to reduce such Manufacturing Requirements...
Representations of Customer. Customer represents and warrants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, to incur indebtedness and to pledge Financial Assets as contemplated by Section 4.3; and (ii) this Agreement is Customer's legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Bank may rely upon the above or the certification of such other facts as may be required to administer Bank's obligations hereunder.
Representations of Customer. Customer further agrees and represents to the City that the distributed generation equipment of Customer shall be designed, installed, connected, operated and maintained, to the best of Customer’s knowledge and belief, in accordance with the applicable ANSI standards now in force; the applicable UL standards that are in force at the time of the execution of this Agreement; the applicable IEEE standards [particularly IEEE 929-2000 and IEEE 1547-2003] that are in force at the time of the execution of this Agreement; the applicable National Electrical Code (the “NEC”) standards in force at the time of the execution of this Agreement; the applicable ERCOT Operating Guides in force at the time of the execution of this Agreement; as well as any other applicable local, state, or federal codes, statutes, and regulations in force at the time of the execution of this Agreement .
