Representations, Warranties and Obligations. 11.1. Each Party declares and guarantees that:
(i) it is a duly organized and validly existing entity in good financial and legal standing;
(ii) it has all required power and authority to own the Affected Shares and perform the obligations set forth in this Agreement;
(iii) the execution of and compliance with the Agreement have been authorized by all required instances and (a) do not or will violate any law, rule, regulation, order or decree applicable thereto, (b) nor violate its bylaws and other corporate documents;
(iv) this Agreement represents a legal obligation that binds its signatories and is enforceable against them, according to the terms herein; and
(v) there is no pending lawsuit that said Party is a party to, which, if adversely resolved, might have a substantial adverse effect on the financial condition of the Party or on its capacity for complying with its obligations provided for in the Agreement herein.
Representations, Warranties and Obligations. All ------------------------------------------- representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date. The Seller shall have performed in all material respects all of his agreements, covenants and obligations required hereby to be performed prior to or at the Closing Date.
Representations, Warranties and Obligations. All representations, warranties and agreements of Buyer contained in this Agreement shall, except as expressly provided herein, be true and correct at or prior to Closing. Buyer shall have performed and complied with all of its covenants and obligations under this Agreement.
Representations, Warranties and Obligations. Advisor:
(a) will use commercially reasonable efforts to promote the Intermedia Products to prospective End Users;
(b) will not send SPAM or unsolicited e-mails and communications (whether personalized or bulk, personal or commercial) in promoting Intermedia or any Intermedia Product;
(c) will comply with all applicable laws and regulations, including without limitation anti-corruption and anti-bribery laws and regulations, such as the U.K. Bribery Act and the U.S. Foreign Corrupt Practices Act, as amended;
(d) will accept reasonable sales and marketing direction from Intermedia in marketing Intermedia Products;
(e) will maintain and provide Intermedia reasonable access to any and all of Advisor’s records and documentation regarding the marketing of Intermedia Products and performance under this Agreement;
(f) has the legal right to enter into and perform the obligations set forth in this Agreement;
(g) will not misrepresent the features, performance specifications or other components of Intermedia’s services or any agreements, including but not limited to Master Service Agreements, Service Level Agreements, Schedules, and the Privacy Policy, covering Intermedia’s services; and
(h) will use, share, safeguard and destroy PII only in accordance with Section 6 of this Agreement, and will notify Intermedia of any breach of PII in accordance with Section 6 of this Agreement.
Representations, Warranties and Obligations. All representations and warranties of Sellers contained in this Agreement shall be true and correct in all respects as of the Closing, and Sellers shall have performed all obligations to be performed by them as of the Closing Date pursuant to this Agreement.
Representations, Warranties and Obligations. Each Party represents and warrants on behalf of the other Parties that:
Representations, Warranties and Obligations. 17.1 The Supplier represents and warrants to the Customer that, as of the date of this Agreement:
17.1.1 the Supplier is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation;
17.1.2 the Supplier has full power and authority to execute, deliver and perform its obligations under this Agreement and any other documentation relating to this Agreement to which it is a party and has taken all necessary action in this regard;
17.1.3 the execution of this Agreement does not violate or conflict with any law applicable to the Supplier, any provision of its constitutional documents, any order or judgement of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;
17.1.4 the obligations under this Agreement constitute legal, valid and binding obligations, enforceable in accordance with their respective terms;
17.1.5 the Supplier is entering into this Agreement as principal and not as agent of any person or entity; and
17.1.6 all governmental and other consents that are required to have been obtained by the Supplier prior to executing this Agreement are in full force and effect and all conditions of any such consents have been complied with.
17.2 The Supplier further undertakes to the Customer that:
17.2.1 It will scan the Software for known software viruses prior to delivery of the Software to Customer;
17.2.2 the Services shall be provided to the same level of professional skill and care expected of an experienced UK provider of services the same as the Services in the relevant industry;
17.2.3 any Deliverables supplied comply with their specification as set out in this Agreement or any relevant Statement of Work and are free of material defects; and
17.2.4 the Personnel are fully qualified and competent to carry out the Services to be provided under this Agreement or an individual Statement of Work.
17.3 If the Supplier receives written notice from Customer of any breach of Clause 17.2 within the Warranty Period then the Supplier shall at its own expense and within a reasonable time after receiving such notice use its reasonable endeavours to remedy the defect or error in question.
17.4 The Supplier shall have no liability or obligations under the said warranties other than to remedy breaches by the provision of materials and services within a reasonable time and without charge to the Customer.
17.5 Both Parties ...
Representations, Warranties and Obligations. Revenue Share Partner:
(a) will use commercially reasonable efforts to promote the NEC Products to prospective End Users;
(b) will not send SPAM or unsolicited e-mails and communications (whether personalized or bulk, personal or commercial) in promoting NEC or any NEC Product;
(c) will comply with all applicable laws and regulations, including without limitation anti- corruption and anti-bribery laws and regulations, such as the U.K. Bribery Act and the U.S. Foreign Corrupt Practices Act, as amended and Canada’s Corruption of Foreign Public Officials Act;
(d) will accept reasonable sales and marketing direction from NEC in marketing NEC Products;
(e) will maintain and provide NEC reasonable access to any and all of Revenue Share Partner’s records and documentation regarding the marketing of NEC Products and performance under this Agreement;
(f) has the legal right to enter into and perform the obligations set forth in this Agreement;
(g) will not misrepresent the features, performance specifications or other components of NEC’s services or any agreements, including but not limited to Master Service Agreements, Service Level Agreements, Schedules, and the Privacy Policy, covering NEC’s services; and
(h) will use, share, safeguard and destroy PII only in accordance with Section 6 of this Agreement, and will notify NEC of any breach of PII in accordance with Section 6 of this Agreement.
Representations, Warranties and Obligations. 14.1. Each Party hereby represents and warrants that it:
(i) is a duly organized entity, validly existing and in a good financial and legal situation;
(ii) has all the power and authority required to own the Affected Shares and to perform the obligations set forth herein;
(iii) the execution and performance of the Agreement were authorized by all necessary instances and (a) do not violate, nor shall violate any law, rule, regulation, order or decree that is applicable to it, nor (b) violate its bylaws and other articles of incorporation;
(iv) this Agreement is binding on its signatories, and is enforceable against it pursuant to its terms;
(v) there is no litigation pending to which such Party is a party and which, if adversely decided, may have a substantially adverse effect on the Party’s condition or on its capacity to perform its obligations under this Agreement;
Representations, Warranties and Obligations. 14.1. Each Party hereby represents and warrants that it:
(i) is a duly organized entity, validly existing and in a good financial and legal situation;
(ii) has all the power and authority required to own the Affected Shares and to perform the obligations set forth herein;
(iii) the execution and performance of the Agreement were authorized by all necessary instances and (a) do not violate, nor shall violate any law, rule, regulation, order or decree that is applicable to it, nor (b) violate its bylaws and other articles of incorporation;
(iv) this Agreement is binding on its signatories, and is enforceable against it pursuant to its terms;
(v) there is no litigation pending to which such Party is a party and which, if adversely decided, may have a substantially adverse effect on the Party’s condition or on its capacity to perform its obligations under this Agreement;
14.2. XX XXXXX ratifies hereby for due purposes, as if it had wholly been transcribed herein, the representations and warranties given to Portugal Telecom under the Transaction Agreements, especially, but without limitation, the representations regarding the Title to the Affected Shares, Capitalization of the Company and Equity Interests held by the Company.
