RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES Sample Clauses

RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. 6.1 By signing the Subscription Agreement and agreeing to its terms, each Party represents and warrants that it has the legal power and authority to enter into this Agreement.
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RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. Xxxxx Xxxxxx Design LLC represents and warrants that (i) the Services provided hereunder will be performed in a professional manner, and (ii) any software, hardware, websites, web-based or technology- related Services (collective “Electronic Services”) will be free of material bugs or defects for thirty (30) days after delivery. Such warranty does not extend to any modification of Services by anyone other than Xxxxx Xxxxxx Design LLC or its Subcontractors at the time of such modification, any abuse or misuse of Services by Client, or use of Services in an operating environment that differs materially from the specifications agreed to by the parties.
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RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. (a) The sale of Securities to any Investor will be made pursuant to a purchase agreement ("Purchase Agreement") between the Company and such Investor in substantially the form attached hereto as Exhibit A. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.
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RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES a. Distributor will be responsible for and will have liability with respect to (i) the compliance of any prospectus, statement of additional information, registration statement, annual or periodic report, proxy statement, or other marketing materials permitted under this Agreement of or relating to the Funds with all applicable laws, rules and regulations (except for advertising or marketing material prepared by Ameriprise Financial); (ii) the registration, qualification or notification of any Shares of Funds under all federal and applicable state and territorial laws; (iii) the filing with FINRA of any advertising or sales literature provided or made available to Ameriprise Financial; (iv) the compliance by Distributor, each Fund and each “affiliated person” (as that term is defined in the rules under the 0000 Xxx) with applicable federal and state law; provided, however, that the same will not apply to the extent that any failure to comply is caused by Ameriprise Financial’s failure to comply with any of the applicable foregoing laws, rules or regulations or its breach of this Agreement.
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RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. CCB represents and warrants as follows:
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RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. (a) Aquarius represents and warrants that (i) the Services provided hereunder will be performed in a professional manner, and (ii) any software, hardware, websites, web-based or technology-related Services (collective “Electronic Services”) will be free of material bugs or defects for thirty (30) days after delivery. Such warranty does not extend to any modification of Services by anyone other than Aquarius or its Subcontractors at the time of such modification, any abuse or misuse of Services by Client, or use of Services in an operating environment that differs materially from the specifications agreed to by the parties.
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RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. 7. 1 You agree to use effective technology to detect and prevent unusual activity which involves Fraud (“Fraudulent Activity”). Participant shall have the right to determine and declare such fraudulent activities to be invalid and Platform shall not be charged for such fraudulent activities.
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RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents, warrants and covenants for the benefit of the Board, the Trustee and the Bondholders, as follows:
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RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES 
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Related to RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES

  • THE PARTIES; REPRESENTATIONS AND WARRANTIES All references in this Agreement to the “Fund” are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the “Portfolio” are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.

  • Employee’s Representations and Warranties Employee represents, warrants, covenants, understands and agrees that: (i) Employee is free to enter into this Agreement; (ii) Employee is not obligated or a party to any engagement, commitment or agreement with any person or entity that will, does or could conflict with or interfere with Employee's full and faithful performance of this Agreement, nor does Employee have any commitment, engagement or agreement of any kind requiring Employee to render services or preventing or restricting Employee from rendering services or respecting the disposition of any rights or assets that Employee has or may hereafter acquire or create in connection with the Services and the results thereof; (iii) other than as required by law, Employee shall not at any time divulge, directly or indirectly, any of the terms of this Agreement to any person or entity other than Employee's legal counsel; (iv) Employee shall not use any material or content of any kind in connection with Employer's products, software or website that is copyrighted or owned or licensed by a party other than Employer or that would or could infringe the rights of any other party; (v) Employee shall not use in the course of Employee's performance under this Agreement, and shall not disclose to Employer, any confidential information belonging, in part or in whole, to any third party; (vi) EMPLOYEE UNDERSTANDS ALL OF THE TERMS OF THIS "AT WILL" EMPLOYMENT AGREEMENT, AND HAS REVIEWED THIS AGREEMENT FULLY AND IN DETAIL PRIOR TO AGREEING TO EACH AND ALL OF THE PROVISIONS HEREOF; and (vii) no statement, representation, promise, or inducement has been made to Employee, in connection with the terms of this Agreement, the execution hereof or otherwise, except as is expressly set forth in this Agreement.

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Assignor's Representations and Warranties Assignor represents and warrants to Assignee that:

  • Covenants, Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

  • Company’s Representations and Warranties In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete:

  • Depositor’s Representations and Warranties The Depositor represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

  • Vendor’s Representations and Warranties 1. The Vendor represents and warrants to the Purchaser that:

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that:

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