Representations & Warranties Sample Clauses

Representations & Warranties. To induce the holders to execute and deliver this Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the exe...

Representations & Warranties. Executive represents and warrants that Executive is not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that Executive’s execution and performance of this Agreement will not violate or breach any other agreements between Executive and any other person or entity and that Executive has not engaged in any act or omission that could be reasonably expected to result in or lead to an event constituting “Cause” for purposes of this Agreement.

Representations & Warranties. 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement. 14.2 The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party: 14.2.1 will not result in a breach of any other Agreement to which it is a party; and 14.2.2 will not, to the best of its knowledge and belief, infringe the rights of any third party; and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for third party claims on such a basis.

Representations & Warranties. If PROVIDER is a business entity, PROVIDER warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business in the State of Texas, that it has all necessary power and has received all necessary approvals to execute and deliver this Agreement, and the individual executing this Agreement on behalf of PROVIDER has been duly authorized to act for and bind PROVIDER.

Representations & Warranties a. The Trust hereby represents and warrants to USBGFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable 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; iii. It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; iv. A registration statement under the 1940 Act and, if applicable, the Securities Act of 1933, as amended (the “Securities Act”), will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares; and v. All records of the Trust provided to USBGFS by the Trust or by any prior or present service provider of the Trust are accurate and complete and USBGFS is entitled to rely on all such records in the form provided. b. USBGFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. This Agreement has been duly authorized, executed and delivered by USBGFS in accordance with all requisite ac...

Representations & Warranties a) Seller covenants and represents to Buyer, which covenants shall be true and accurate at the time of closing, as follows: 1. Seller is a duly organized, validly existing municipality, and is in good standing under the laws of the State of Missouri and is possessed and vested with full power and authority to enter into and consummate, this Contract and to perform Seller's obligations hereunder. 2. The Joplin City Council and/or its duly authorized representatives must approve the transactions contemplated by this Contract, and the authorized representative of Seller has the authorization to execute this Contract and to do all other such acts and to take such other action as may be necessary to consummate this Contract, upon Council approval. 3. This Contract is a valid and binding agreement, enforceable in accordance with its terms. 4. There are no leases, tenancies or other rental arrangements pertaining to any portion of the property, and Seller owns fee simple title to the Property and has full right and lawful authority to enter into and perform Seller's obligations under this Contract. b) Buyer covenants, represents, and warrants to Seller, as follows: 1. ▇▇▇▇▇, is authorized to enter into this Contract and complete the transactions contemplated hereunder. 2. This Contract is a valid and binding agreement, enforceable in accordance with its terms.

Representations & Warranties. Starion makes no representations or warranties other than those expressly set forth in this Agreement, and STARION EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Starion does not represent any guarantee of savings under this Agreement.

Representations & Warranties. (a) The Parties hereby represent, warrant and undertake to each other that: (i) They are respectively competent in law and have full right and absolute authority to enter into this Agreement and to fully perform their rights and obligations and that there is no legal or other impediment in their doing so. (ii) This Agreement duly executed and delivered by the Parties constitutes a valid and binding obligation of the respective Parties enforceable against each respective Party in accordance with its terms. (iii) They shall at all times during the Term, and also otherwise, comply with all the laws applicable to them respectively. (b) Broadcaster hereby represent, warrant and undertakes to DEN that: (i) The Broadcaster has valid permits from the Ministry of Information and Broadcasting for downlinking the Channel(s) in India, true certified copies of which shall be provided by the Broadcaster to DEN at the time execution of the Agreement; (ii) There is no present or prospective claim, proceeding or litigation in respect of the programme content of the Channel(s), or the title thereof, or the ownership of copyright in the programme content of the Channel(s) which may in any manner infringe upon any third party’s rights. (iii) The Broadcaster shall ensue that the Channel(s) shall comply with the Programming Code and the Advertisement Code issued by the Central Government; (iv) The programme content for each of the Channel(s) shall correspond and represent the appropriate genre indicated by the Broadcaster, including the language of the Channel(s). (v) The Broadcaster shall provide its programming schedule atleast 30 days advance for the purpose of insertion in Electronic Programming Guide (EPG). (vi) The Broadcaster agrees and undertakes that the bandwidth utilization of its channels will between 2 to 4 mbps only. (vii) The Broadcaster shall provide including but not limited to Professional IRD boxes of CISCO/Harmonic/Tandberg, Cam Module, Smart Card, Remote and all other equipment which are proprietary in nature and related with reception of digital signals at installation premises indicated by DEN; (viii) DEN shall not be liable to the Broadcaster or any other party for any infringement of copyrights of any third party or any other illegality in respect of the programme content of the Channel(s). The Broadcaster shall be solely responsible for ensuring that the intellectual property rights of the Channel(s)/Broadcaster remain protected in the Area and DEN sha...

Representations & Warranties. 13.1 Each Party represents and warrants that it has the legal power and authority to enter into this Agreement. 13.2 bookinglab represents and warrants that: (a) the Booking Service will perform substantially in accordance with the Documentation under normal use and circumstances; (b) it will perform the Services with reasonable skill and care; (c) it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement; and (d) it will use commercially reasonable efforts to detect and remove or neutralize viruses or other malicious code introduced into the Booking Service by bookinglab that could have an adverse effect on your use of the Booking Service. In the event bookinglab breaches any of the foregoing representations and warranties, your sole and exclusive remedy, and bookinglab sole liability, will be for bookinglab to remedy the non-performance or non-compliance of the Booking Service and/or remove or neutralize the virus or malicious code. If, despite its exercise of commercially reasonable efforts, bookinglab is unable to remedy the non-performance or non-compliance of the Booking Service or remove or neutralize the virus or malicious code, then you may terminate this Agreement for cause in accordance with Clause 12.1. 13.3 You represent and warrant that you have and will maintain all necessary licences, consents, and permissions necessary to provide the Customer Data to bookinglab and JRNI and for them to store and process the Customer Data in accordance with the terms of this Agreement. 13.4 Except for the express warranties set out in Clauses 13.1 and 13.2, the JRNI and bookinglab Materials are provided “as is” and JRNI and bookinglab hereby disclaims all warranties, whether express, implied, statutory, or other, and JRNI specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. JRNI makes no warranty of any kind that the JRNI Materials, or any products or results or the use of them, will meet your or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code or viruses, or error free.