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. Any representation or warranty made by any Loan Party herein or any other Loan Document is breached or is false or misleading in any material respect, or any schedule, certificate, financial statement, report, notice or other writing furnished by any Loan Party to the Administrative Agent or any Lender in connection herewith is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified.
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. 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 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. 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) 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. Xxxxx, 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. Each Obligor represents and warrants to the Agent and the Lenders, acknowledging and confirming that the Agent and the Lenders are relying thereon without independent inquiry, that:
(a) the representations and warranties set forth in the Loan Documents and given by it are true and correct in all material respects on and as of the date hereof (except to the extent such representations and warranties relate to a specific date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such date); and
(b) no Default or Event of Default has occurred and is continuing nor shall any Default or Event of Default result from the execution, delivery or performance of this Agreement.
Representations & Warranties. The representations and warranties of Buyer contained in this Agreement shall be true in all material respects and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been duly complied with and performed in all material respects or waived by Seller at Closing.
