Representations of the Supplier. The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement:
(a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], is registered or otherwise qualified to carry on business in the Province of Ontario, and has the requisite power to enter into this Agreement and to perform its obligations hereunder. [Note to Finalization: To be updated prior to execution.] Draft
(b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier enforceable in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.
(c) The execution and delivery of this Agreement by the Supplier and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Supplier under:
(i) any contract or obligation to which the Supplier is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) the articles, by-laws or other constating documents, or resolutions of the directors or shareholders of the Supplier;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Supplier; or
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier.
(d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier.
(e) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has the Supplier consented to an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any steps to commence a...
Representations of the Supplier. The Supplier hereby represents ------------------------------- and warrants to DLC as follows:
Representations of the Supplier. 3.1 The Supplier hereby represents and warrants that it is competent to perform its obligations under this Agreement and that it conforms to the standards and has the know-how, expertise, resources, licenses, permits and certifications required to fully perform and comply with the Supplier's obligations under this Agreement.
3.2 The Supplier represents that it holds all licenses required for the performance of the Supplier's obligations under this Agreement. The Supplier shall maintain such licenses and comply with all applicable laws and regulations pertaining to the performance of this Agreement, including, but not limited to, those related to employment.
Representations of the Supplier. 7.1. The Beneficiary hereby represents that:
a) the Beneficiary is entitled, registered and qualified according to the laws applicable within the Slovak Republic or other applicable laws accordingly, according to the applicable principles and requirements of the public authorities, to accept the Donation and to use it according to this Agreement,
b) the conclusion hereof and the provision of the Donation will not result in breach of rights of third parties, breach of applicable laws, regulations or Codes,
c) the Beneficiary is not obliged by any other engagement or any other obligation to another party, which may be in conflict with any provision of this Agreement and the Beneficiary shall not in the future undertake and shall not promise any obligation that would be in conflict with the acceptance of the Donation or this Agreement,
d) the Beneficiary was provided with the wording of the Pfizer's International Anti-Bribery and Anti-Corruption Business Principles that form the Appendix 2 to this Agreement ("Anti- Corruption Principles") and the Beneficiary represents that it became familiar with its wording and undertakes to adhere with it,
e) the Beneficiary is entitled and has the right to enter into this Agreement and the compliance of the Beneficiary with the provisions hereof will not cause any breach of rights of any third party. By signing this Agreement, the Beneficiary expressly represents, that it has obtained all necessary approvals and consents for the conclusion hereof from all competent public authorities and internal bodies of the Beneficiary,
f) it is aware that: • pharmaceutical companies are highly regulated and in particular, Pfizer must comply with the EFPIA Code on the promotion of Prescription-only Medicines, and interactions with Healthcare Professionals and the applicable laws and code of practice applicable in the country where the Donation is being provided, • Pfizer is not permitted to use charitable donations to influence or reward the use of its products, or the outcome of clinical trials, or for any other improper purpose, • Pfizer requires that the Donation is made without the expectation of anything in return from the Beneficiary (other than use of the Donation for charitable purposes), • in particular, Pfizer wishes to make it clear that the Donation is not conditional on, nor related to, Beneficiary's support of any Pfizer product(s) and that Pfizer does not require or expect the Beneficiary to exercise its influence (if an...
Representations of the Supplier. 3.1 The Supplier hereby represents and warrants that it is competent to perform its obligations under this PO and that it conforms to the standards and has the know-how, expertise, resources, licenses, permits and certifications required to fully perform and comply with the Supplier's obligations under this PO.
3.2 The Supplier represents that it holds all licenses required for the performance of the Supplier's obligations under this PO. The Supplier shall maintain such licenses and comply with all applicable laws and regulations pertaining to the performance of this PO, including, but not limited to, those related to employment.