S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender;
S REPRESENTATIONS AND WARRANTIES. The Debtor hereby represents and warrants to each Secured Party on the date hereof that:
(a) this Agreement constitutes the legal, valid and binding obligations of the Debtor, and constitutes a valid first priority security interest under the Law, enforceable against the Debtor in accordance with its terms;
(b) no event has occurred or circumstance exists which constitutes or with the giving of notice or lapse of time or both would constitute an Event of Default;
(c) the Debtor and David Robson are the sole legal and the Debtor is txx xxxx xxxxficial owner of and has good title to the Collateral subject only to the rights granted in favour of the Secured Parties by this Agreement;
(d) the Securities constitute the entire issued capital of the Company and have been duly authorised and validly issued and are fully paid;
(e) the Collateral is free from all Encumbrances and rights of set-off other than those created by this Agreement in favour of the Secured Parties;
(f) the Debtor has the necessary power to execute, deliver and perform its obligations under this Agreement; and the execution, delivery and performance by the Debtor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action;
(g) all necessary authorisations or approvals or other actions by and notices or filings with any governmental authority, regulatory body or any other third party to enable the Debtor to execute, deliver and perform this Agreement and the perfection of the security interest created hereunder have been obtained and are, in full force and effect;
(h) the execution, delivery and performance by the Debtor of this Agreement and the consummation by the Debtor of the transactions contemplated hereby do not:
(i) require any consent or approval of any Person that has not been obtained and each such consent or approval that has been obtained is in full force and effect;
(ii) violate any provision of the memorandum and articles of association of the Debtor;
(iii) violate any provision of any statute, regulation, order, injunction or judgement applicable to each Debtor which violation could reasonably be expected to have a Material Adverse Effect; or
(iv) violate, result in a breach of or constitute a default under any mortgage, indenture or any other material agreement to which the Debtor is a party or by which it or its property may be bound which violation or breach could reasonably be expected to have a ...
S REPRESENTATIONS AND WARRANTIES. [PURCHASER 3] has the requisite power and authority to execute and deliver this Note, to consummate the transactions contemplated hereby and to duly observe and perform all his covenants and obligations herein set forth;
S REPRESENTATIONS AND WARRANTIES. That Borrower is the owner of all existing Collateral free of any claim whatsoever except the claim of the Bank and that as to all Collateral to be acquired after the date hereof Borrower will be the owner of said Collateral and that the ownership of the Borrower is free of any claim whatsoever except the claim of the Bank and Borrower will defend the Collateral and title thereto.
S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (A) this Agreement is executed at Borrower's request and not at the request of Lender; (
S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to Seller as of Closing, as follows:
S REPRESENTATIONS AND WARRANTIES iXL represents and warrants to ------------------------------------ Endeavor that:
(a) With the exception of any Endeavor and Healthcare Professional Content or Endeavor and Healthcare Professional Marks included therein, any and all Custom Works delivered to Endeavor under this Agreement and any and all Healthcare Professional Web Sites prepared under this Agreement will be prepared by iXL or iXL employees and agents as "works for hire";
(b) With the exception of any Endeavor and Healthcare Professional Content or Endeavor and Healthcare Professional Marks included therein, all Deliverables delivered to Endeavor or to Healthcare Professionals hereunder do not and will not infringe any patents, copyrights, trademarks, or other intellectual property rights, including trade secrets, privacy or similar rights of any person or entity, nor has any claim of such infringement been threatened or asserted against iXL;
(c) The Custom Works accepted by Endeavor will comply with the specifications in the "Scope of Work" section of the Statement of Work, the Phase I Document, and any Change Orders;
(d) All services iXL performs under this Agreement or related to the Program will be performed in a workmanlike manner in accordance with applicable industry standards for software development, software support, and customer service;
(e) iXL will provide Corporate Siteman upgrades and major product revisions on a when and if available basis as part of the maintenance provided during the Term of this Agreement; and
(f) iXL represents and warrants to Endeavor that the design of Corporate Siteman and the other Code developed hereunder allows and will allow processing of 4-digit years and that their design is and will be, accordingly, Year 2000 compliant on the server and with the applications being used by iXL. iXL does not make any representation or warranty hereunder concerning (i) the extent to which data maintained by Endeavor, Healthcare Professionals, or their agents and any Endeavor and Healthcare Professional Content provided for input into, or display in connection with, the Custom Works or Healthcare Professional Web Sites includes 2-digit or 4-digit years, or (ii) whether Corporate Siteman, Endeavor Siteman, Code, the Custom Works, or the Healthcare Professional Web Sites will operate in a manner that is Year 2000 compliant after any modifications are made to the Endeavor and Healthcare Professional Content, to the type of equipment on which the Custom Works or Healt...
S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that: (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (
S REPRESENTATIONS AND WARRANTIES. You hereby represent and warrant to each of the undersigned as follows:
S REPRESENTATIONS AND WARRANTIES. Jubilee for the purpose of inducing Transferors to enter into and consummate this Agreement, hereby represents and warrants to Transferors, as follows:
