REPRESENTATIONS, WARRANTIES AND CONVENANTS. Parties represent, warrant, and covenant as follows:
REPRESENTATIONS, WARRANTIES AND CONVENANTS. Supplier represents, warrants and covenants that:
(a) all Products and Services provided pursuant to the Agreement shall:
i. conform to the Specifications outlined in the applicable Order Document, Supplier warrants that such Products and Services shall be fit for all their intended uses and purpose(s) and be merchantable;
ii. be free from defects in material-design and workmanship, and be performed in a first class and professional manner;
iii. conform to all applicable laws, bylaws, codes and regulations in effect on date of delivery, or any other laws or regulations specifically set forth in the Specifications;
(b) it has, or at the time of performance shall have, and shall transmit to Conestoga good title to the Products and Services, free and clear of all encumbrances and liens of any kind whatsoever, and that all Products and Services provided pursuant to, or in connection with, any Order Document shall not infringe the intellectual property rights of any other party existing as of the date of delivery of the Products and Services;
(c) it shall assign to Conestoga any warranties it or its affiliates receive from any third party as relates to the Products and/or Services, as the case may be, and if the warranties cannot be assigned, Supplier agrees to make claims in a prompt and proper manner under the warranties on Conestoga’s behalf, upon its request, without any charge to Conestoga whatsoever in such respect;
(d) its liability under the above warranty is expressly limited to the repair or replacement, at Conestoga’s sole option, of Products which breach the above warranty within the Warranty Period outlined in the applicable Order Document, or, if in Conestoga’s sole opinion, repair or replacement is not reasonably feasible, available or practical, return of the Products to Supplier at Supplier’s cost in exchange for refund to Conestoga of the entire purchase price paid for the Products and/or Services, pursuant to the Agreement where any part thereof is in breach of warranty
(e) in acknowledgement and support of Conestoga’s commitment to the health and safety of its employees and contractors/suppliers in the provision and delivery of any Products or Services on Conestoga’s property, it will at all times:
i) ensure that all work is carried out in accordance with Occupational Health and Safety Act (“OHSA”) and its regulations;
ii) identify any hazards associated with the Products being delivered or the Services being performed, assess the risks and ...
REPRESENTATIONS, WARRANTIES AND CONVENANTS. 5 SECTION 3.1. Representations and Warranties of the County. 5 SECTION 3.2. Covenants by the County 6 SECTION 3.3. Representations and Warranties of the Company 6 SECTION 3.4. Filings & Reports 7
REPRESENTATIONS, WARRANTIES AND CONVENANTS. 5 SECTION 3.1. Representations and Warranties of the County 5 SECTION 3.2. Covenants by the County 6 SECTION 3.3. Representations and Warranties of the CompanyError! Bookmark not defined. ARTICLE IV COMMENCEMENT AND COMPLETION OF THE PROJECTERROR! BOOKMARK NOT
REPRESENTATIONS, WARRANTIES AND CONVENANTS. Both BPCL and ABC represents and warrants each other that (i) each party is duly organized and validly exists under the laws of their respective countries ; (ii) Each party has all corporate approvals to enter into this Agreement and capable of performing the respective obligation(s) under this Agreement and to carry out their respective responsibilit(ies) made herein ; (iii) Each party is duly authorized to execute and deliver this Agreement and to carry out their respective responsibilit(ies) and perform their respective obligation(s) as set forth herein; (iv) this Agreement constitutes the legal, valid and binding obligation of each party , enforceable against each other in accordance with its terms, and (v) the execution, delivery, and performance of this Agreement does not conflict or will not violate or constitute a default under the terms of any agreement or instrument to which ABC/BPCL is a party or by which any of its or their material assets or rights or privileges are subject or bound, nor does it violate any law, regulation, or order of any court, governmental body or agency having jurisdiction over it.
REPRESENTATIONS, WARRANTIES AND CONVENANTS. The Company and the Note Holders represent and warrant to each other as follows as of the date hereof:
REPRESENTATIONS, WARRANTIES AND CONVENANTS. The Optionor hereby represents, warrants and covenants to and for the benefit of the Optionee, which representations, warranties and covenants shall survive the closing of the transaction contemplated by this Agreement, that:
REPRESENTATIONS, WARRANTIES AND CONVENANTS. The representations and warranties of Carrera and the Stockholder contained in this Agreement shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except for such changes as do not reflect a material adverse change in the assets, properties, business, operations or condition (financial or otherwise) of Carrera. Each of Carrera and the Stockholder shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by such party on or prior to the Closing Date. Carrera and the Stockholder shall have delivered to Maximus certificates, dated the Closing Date and signed by the President of Carrera to the foregoing effect and stating that all conditions to Maximus's obligations hereunder have been satisfied.
REPRESENTATIONS, WARRANTIES AND CONVENANTS. The representations and warranties of the Seller Group contained herein shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date, and the covenants and agreements of the Seller Group to be performed at or prior to the Closing shall have been duly performed in all material respects.
REPRESENTATIONS, WARRANTIES AND CONVENANTS
