Representations Warranties Undertakings and Covenants Sample Clauses

Representations Warranties Undertakings and Covenants. The representations, warranties, undertakings and covenants made by the Parties under this Agreement are valid all the time during the term of this Agreement, until being completely released, fulfilled or waived in accordance with relevant provisions.
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Representations Warranties Undertakings and Covenants. 3.1 The MAHE hereby represents, warrants, undertakes and covenants with Pfizer as follows: 3.1.1. The MAHE is licensed, registered, or qualified under local law, regulations, policies, and administrative requirements to carry out activities as defined under this agreement, and, to the best of the MAHE ’s knowledge, no regulations or other obligations prohibit it from having the same; 3.1.2. The MAHE has not and will not in the future directly or indirectly offer or pay, or authorize the offer or payment, of any money or anything of value in an effort to influence any Government Official or any other person in order for Pfizer to illegally obtain or retain business or to gain an improper business advantage, and, has not accepted, and will not accept in the future, such a payment; 3.1.3. The MAHE has been provided with a copy of Pfizer’s International Anti-Bribery and Anti-Corruption Principles (Schedule A) and, to the best of the MAHE ’s ability, has communicated such Principles to all persons acting on its behalf in connection with work for Pfizer, including agents or subcontractors; 3.1.4. Any information provided by the MAHE to Pfizer, including that related to subcontractors / agents acting on its behalf, in connection with Pfizer’s anti-corruption due diligence is complete, truthful and accurate and, if the MAHE becomes aware, the MAHE agrees to inform Xxxxxx if any responses in the due diligence questionnaire with respect to the MAHE or any individuals identified in the due diligence questionnaire or their Family Relatives, as defined therein, change during the performance of this agreement; 3.1.5. The MAHE will (i) provide truthful and complete documentation supporting, in reasonable detail, the work performed and any expenses incurred, (ii) maintain true, accurate, and complete invoices, reports, statements, books, and other records; and 3.1.6. The MAHE will permit, during the term of the agreement and for three years after expiration of the agreement, Pfizer’s internal and external auditors access to any relevant books, documents, papers, and records of the MAHE involving transactions related to the agreement. If the MAHE ’s books and records are comingled with other clients of the MAHE , the audit may be conducted by an external auditor who will not share records related to such other clients with Pfizer. 3.1.7. The MAHE agrees to follow Xxxxxx’s My Anti-Corruption Policy and Procedures (XXXX) in connection with its performance under this agreemen...
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Representations Warranties Undertakings and Covenants. 5.1 Representations, warranties and undertakings The Pledgor hereby represents and warrants to the Pledgee that: (a) it is a corporation, duly incorporated and validly existing under the laws of its jurisdiction of incorporation; (b) each Company is a private limited liability company (société à responsabilité limitée), duly incorporated and validly existing for an unlimited duration under the laws of Luxembourg; (c) it and, to the extent relevant, each Company has full power, legal right and lawful authority to enter into, execute and perform this Pledge Agreement and to pledge, assign and transfer the Shares in the manner and form hereof; (d) it has the power, authority and legal right to own and operate its property, to hold and own all of its assets and to conduct the business in which it is currently engaged save for any power, authority or legal right the lack of which would not have a Material Adverse Effect; (e) the entry into, execution and performance of this Pledge Agreement have been duly authorised and approved by the Pledgor and each Company and this authorisation and this approval have not been withdrawn, revoked or rescinded prior to the date of this Pledge Agreement; (f) this Pledge Agreement constitutes the legally valid and binding obligations of the Pledgor, enforceable in accordance with their terms, subject to any general principles of law which are specifically referred to in any legal opinion delivered to the Pledgee pursuant to the Indenture; (g) the entry into, execution and performance of this Pledge Agreement do not conflict with: (i) any law or regulation applicable to the Pledgor or any Company; (ii) the constitutional documents of the Pledgor or any Company; or (iii) any document or contract which is binding upon the Pledgor or any Company or affects its assets; save to the extent such conflict would not reasonably be expected to have a Material Adverse Effect; (h) no Event of Default has occurred or will result from the entry into, execution or the performance of this Pledge Agreement; (i) the place of the central administration (siège de l'administration centrale) and the centre of main interests (as such term is referred to in the Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings, as amended (the EU Insolvency Regulation)) of each of the Companies are located at its registered office (siège statutaire) in Luxembourg, and that the Companies comply with the provisions of the Luxembourg act dated 3...
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Representations Warranties Undertakings and Covenants. D1.01 Producer represents, warrants, and covenants:
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Representations Warranties Undertakings and Covenants. ​ 4.1 Each Party represents and warrants to the other Party as follows: (a) It is a company duly organized, validly existing and in good standing under the laws of its place of establishment. ​ (b) It has the power and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement and the performance of its obligations hereunder have been duly authorized and approved by all necessary action and no other action on its part is necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by it, and constitutes a legal, valid, binding obligation, enforceable against itself in accordance with its terms. It has no other contractual obligations that would conflict with its obligations herein. ​ (c) To the best of its knowledge, the execution and delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby do not violate any law or any decree or judgement of any court or other governmental authority applicable to it or the Products or require any notice to, filing with, or the consent, approval or authorization of, any person or governmental authority. ​ (d) There are no suits, claims, or proceedings pending, or to its best knowledge and belief, after due inquiry, threatened against itself or any of its Affiliates in any court or by or before any ​ ​ EXECUTION VERSION ​ governmental body or agency which would affect its ability to perform its obligations under this Agreement. (e) It has the ability to perform its obligations under this Agreement. ​ (f) It will not take any action in violation of any and all (i) applicable laws addressing public corruption or commercial bribery, such as the U.S. Foreign Corrupt Practices Act 1977, the UK Anti-Bribery Act 2010, and laws in place in the relevant country or place where this Agreement is being performed and/or where it is domiciled, registered and/or legally established; and (ii) economic sanctions and restrictive measures laws and regulations of the United States, the United Kingdom, the European Union and its member states, and Switzerland. ​ 4.2 CASI represents, warrants and undertakes to MICL as follows: (a) It and its Affiliates shall not, directly or indirectly, make any false representation or falsely represent Mundipharma or any of its Affiliates in the promotion, marketing or sale of the Products in China or cond...
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Representations Warranties Undertakings and Covenants 
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Related to Representations Warranties Undertakings and Covenants

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and validly existing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. 2.2. The Company represents and warrants that the Policies are currently and at the time of issuance will be treated as life insurance policies, endowment or annuity contracts under applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), that it will maintain such treatment and that it will notify the Trust or MFS immediately upon having a reasonable basis for believing that the Policies have ceased to be so treated or that they might not be so treated in the future. 2.3. The Company represents and warrants that it, as the underwriter for the Policies, is a member in good standing of the NASD and is a registered broker-dealer with the SEC. The Company represents and warrants that, to the extent it sells the Policies directly, it will sell and distribute such policies in accordance in all material respects with all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 0000 Xxx. 2.4. The Trust and MFS represent and warrant that the Shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with the laws of The Commonwealth of Massachusetts and all applicable federal and state securities laws and that the Trust is and shall remain registered under the 1940 Act. The Trust shall amend the registration statement for its Shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its Shares. The Trust shall register and qualify the Shares for sale in accordance with the laws of the various states only if and to the extent deemed necessary by the Trust. 2.5. MFS represents and warrants that the Underwriter is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. The Trust and MFS represent that the Trust and the Underwriter will sell and distribute the Shares in accordance in all material respects with all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act. 2.6. The Trust represents that it is lawfully organized and validly existing under the laws of The Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act and any applicable regulations thereunder. 2.7. MFS represents and warrants that it is and shall remain duly registered under all applicable federal securities laws and that it shall perform its obligations for the Trust in compliance in all material respects with any applicable federal securities laws and with the securities laws of The Commonwealth of Massachusetts. MFS represents and warrants that it is not subject to state securities laws other than the securities laws of The Commonwealth of Massachusetts and that it is exempt from registration as an investment adviser under the securities laws of The Commonwealth of Massachusetts. 2.8. The Company shall submit to the Board such reports, material or data as the Board may reasonably request from time to time so that it may carry out fully the obligations imposed upon it by the conditions contained in the exemptive application pursuant to which the SEC has granted exemptive relief to permit mixed and shared funding (the "Mixed and Shared Funding Exemptive Order").

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