Representations of MPI Sample Clauses

Representations of MPI. MPI represents and warrants to Netcentives ---------------------- that: (a) it has the full corporate right, power, and authority to enter into this Agreement, perform the acts required of it hereunder, (b) the execution of this Agreement by MPI, and the performance by MPI of its obligations and duties hereunder, do not and will not violate any agreement to which MPI is a party or by which it is otherwise bound, and (c) when executed and delivered by MPI, this Agreement will constitute the legal, valid and binding obligation of MPI, enforceable against MPI in accordance with its terms. MPI further represents that it has the authority to allow Netcentives to use the United Marks in accordance with the terms hereof. S E C T I O N I V P R O P R I E T A R Y I N F O R M A T I O N
Sample 1Sample 2
AutoNDA by SimpleDocs
Representations of MPI. MPI hereby represents and warrants to BRC ---------------------- that:
Sample 1
Representations of MPI. As at the date of the Agreement, MPI represents that: • it has full capacity to contract and is not subject to any measures which could impair its civil capacity; • it has obtained the necessary authorisations from the appropriate decision-making bodies to sign and perform the Agreement; • it is a duly incorporated company, is not subject to any action for a declaration of invalidity and does not meet the criteria for early dissolution as provided by French law; and • it is not and has never been insolvent, subject to pre-insolvency or insolvency proceedings or any other equivalent proceedings. Regarding the transfers made as part of the Merger, MPI represents that: • no proceedings have been brought against it that could fully or significantly impair its ability to carry on its business as currently carried on; • there are no financial or other commitments, including any amounts payable as a result of a dispute or potential dispute, that might affect the valuation of the assets transferred as part of the Merger; and • there is no risk of confiscation or any other form of expropriation with respect to its assets and liabilities.
Sample 1
Representations of MPI. MPI represents, warrants and covenants to Medtronic that:
Sample 1

Related to Representations of MPI

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations of GFS GFS represents and warrants to the Trust that:

  • Representations of BISYS BISYS represents and warrants that: (a) BISYS has been in, and shall continue to be in, substantial compliance with all provisions of law, including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required in connection with the performance of its duties under this Agreement; and (b) the various procedures and systems which BISYS has implemented with regard to safekeeping from loss or damage attributable to fire, theft or any other cause of the blank checks, records, and other data of the Trust and BISYS' records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are required for the secure performance of its obligations hereunder.

  • REPRESENTATIONS OF MANAGER The Manager represents, warrants and agrees that:

  • Representations of Company (a) Company represents and warrants that the Variable Accounts have been established and are in good standing under the laws of their state of organization; and the Variable Accounts have been registered as unit investment trusts under the 1940 Act and will remain so registered, or are exempt from registration pursuant to Section 3(c)(11) of the 1940 Act;

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • Representations of Buyer Buyer represents and warrants that:

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.