Representations Warranties and Exclusions Sample Clauses

Representations Warranties and Exclusions. As of the respective date of execution by a duly authorized officer, as is hereinafter set forth, ODURF and EVMS each hereby represent and warrant the following:
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Representations Warranties and Exclusions. Each party represents, warrants and covenants to the other party as follows: (a) it is a corporation organized and existing
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Representations Warranties and Exclusions a. Each party represents, warrants and covenants to the other party as follows: (i) it is an entity organized and existing under the laws of its jurisdiction of incorporation with full power and authority to enter into and perform the Agreement; (ii) the Agreement has been duly authorized by all necessary corporate action and constitutes the binding obligation of such party enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy laws or other laws affecting the rights of creditors generally; (iii) the person(s) executing the Agreement on its behalf has actual authority to bind it to the Agreement; (iv) such party’s execution and performance of the Agreement does not and will not violate or conflict with any provision of such party’s governing corporate instruments or of any commitment, agreement or understanding that such party has or will have to or with any person or entity; and (v) it will comply with all Applicable Laws now or hereafter enacted, of any jurisdiction in which performance occurs or may occur hereunder. b. CUSTOMER EXPRESSLY AGREES THAT ITS USE OF THE SERVICES IS AT ITS SOLE RISK AND THAT THE SERVICES AND ANY DATA OR MATERIALS PROVIDED OR MADE AVAILABLE BY THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY STATED IN THIS SECTION, 1UPHEALTH MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY WITH RESPECT TO THE SUBJECT MATTER OF THE AGREEMENT, AND SPECIFICALLY DISCLAIM ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, NOR DOES 1UPHEALTH GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION OF THE SERVICES OR THAT ERRORS WITH A ROOT CAUSE NOT IN 1UPHEALTH’S CONTROL IN THE SERVICES WILL BE CORRECTED. 1UPHEALTH WILL NOT BE LIABLE FOR ERRORS OR DAMAGES OF ANY KIND CAUSED BY CUSTOMER, THIRD PARTY CRIMINAL ACTS, LIMITATIONS INHERENT IN THE USE OF THE INTERNET, OR THIRD-PARTY HARDWARE, SOFTWARE, SYSTEMS, OR DATA. 1UPHEALTH IS NOT RESPONSIBLE TO CUSTOMER OR ANY THIRD PARTY FOR UNAUTHORIZED ACCESS TO DATA OR THE UNAUTHORIZED USE OF THE SERVICES AS A RESULT OF CUSTOMER’S INTENTIONAL OR UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO THIS AGREEMENT. c. In addition to the foregoing, Customer hereby expressly acknowledges and agrees t...
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Representations Warranties and Exclusions 
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Related to Representations Warranties and Exclusions

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that: (a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor; (b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors; (c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.

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