Service Provider Representations and Warranties. As of the Effective Date and continuing throughout the Term and any subsequent Task Order performance period, Service Provider warrants to City that:
Service Provider Representations and Warranties. To Service Provider’s knowledge, all agreements between Service Provider and third parties pursuant to which Service Provider obtains any Enterprise Services to be provided hereunder are in full force and effect, and there is no event of material default thereunder by any party thereto that would materially adversely prevent Service Provider from providing the Enterprise Services hereunder.
Service Provider Representations and Warranties. Service Provider represents and warrants that: (i) Service Provider and each person executing this Agreement on its behalf is duly authorized and empowered to enter into this Agreement; (ii) Service Provider shall not violate the terms of any other servicing or selling agreement that Service Provider may have with other fund parties or fund distributors by entering into this Agreement; (iii) all Service Provider personnel are and shall continue for the term of this Agreement to be registered pursuant to the requirements of applicable federal and state securities laws; (iv) Service Provider and its agents shall not oppose, interfere or recommend a certain action in connection with solicitation of Fund proxies; (v) Service Provider's receipt of fees under this Agreement will not constitute a "prohibited transaction" as such term is defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code of 1986; and (vi) Service Provider will inform its customers that they are transacting business with Service Provider and not with Company or the Funds, and that customers may look only to Service Provider for resolution of problems or discrepancies in their accounts or between their accounts and Service Provider's omnibus accounts.
Service Provider Representations and Warranties. Service Provider represents and warrants that it has the authority to enter into and perform its covenants and agreements set forth in this Agreement, and that the execution, delivery and performance of this Agreement does not materially conflict with or constitute a material breach or default under the terms and conditions of its organizational documents. Except as expressly set forth in this Section 13.1, Service Provider specifically disclaims all warranties of any kind arising out of or related to this Agreement.
Service Provider Representations and Warranties. Service Provider represents, warrants and covenants that:
Service Provider Representations and Warranties. Service Provider represents and warrants to the Company that Service Provider has the right to enter into this Agreement (and all other documents and agreements contemplated by this Agreement) on the terms and subject to the conditions hereof; that this Agreement is binding and enforceable against Service Provider in accordance with its terms; that the execution, delivery and performance by Service Provider of this Agreement will not violate any other agreement to which Service Provider is a party or by which Service Provider is bound, including, without limitation, any non-competition, non-solicitation, confidentiality, non-disclosure, invention ownership or work-for-hire agreement; and Service Provider has not done or permitted to be done anything which might curtail or impair any of the rights granted to Company herein.
Service Provider Representations and Warranties. The Service Provider warrants, represents and undertakes to each member of the University Group that: it has and shall continue to have throughout the Term, all adequate resource available at all times to carry out the Services; all Deliverables shall be fit for purpose and shall conform to the University's requirements (as detailed in the relevant Service Specification or as agreed by the parties from time to time); it will at all times while performing its obligations under this Agreement duly and promptly comply with all Applicable Laws and Regulations and shall not do anything or omit to do anything which will cause any member of the University Group to be in breach of any Applicable Laws or Regulations; it has, and shall continue to have throughout the Term, all necessary Consents to enter into and perform this Agreement (including the grant of rights under this Agreement), and it shall inform the University in writing immediately on losing (or on becoming aware of future or anticipated loss of) any such Consents that it requires in connection with the performance of its obligations under this Agreement; the Service Provider Software shall be free from Harmful Code and the Service Provider shall not introduce any Harmful Code to the University Systems; the Service Provider's provision and the University Group's receipt of the Services shall not infringe any third party's Intellectual Property Rights; it has examined and become familiar with all information regarding the University Items. In addition (and without limiting the generality of the foregoing) the Service Provider shall make use of and interpret the same entirely at its own risk and responsibility to the intent that no claim by the Service Provider for additional payment or extension of time shall be allowed on the ground of any misunderstanding in respect of the information so provided; it shall not use the trade marks, logos and corporate identifiers of the University Group without the prior written consent of the University; and there are no material outstanding litigation, arbitration or other disputed matters to which Service Provider is a party which may have a material adverse effect upon the supply of the Services or the fulfilment of Service Provider's liabilities, responsibilities and obligations pursuant to this Agreement. Work carried out by, or under the direction of, the University or the Step-In Third Party pursuant to the exercise by the University of its rights in Clause 13 ...
Service Provider Representations and Warranties. Service Provider does not make and hereby expressly disclaims any and all representations, warranties, or conditions, express or implied, regarding any matter in connection with this Agreement, including the merchantability, fitness for a particular use or purpose, or results to be derived from the use of any Services, hardware, software, system or other items provided under or in connection with this Agreement or that any service, hardware, software, system or other items will be free from defects, or will be uninterrupted or error free. Notwithstanding the foregoing, Service Provider represents and warrants that all Services, equipment, and work performed or provided by Service Provider and/or its employees under this Agreement shall: (a) be performed in a professional manner, by qualified, trained and, where applicable, properly certified, representatives, and in accordance with standards of care customary in Service Provider’s industry; and (b) conform to the representations, specifications, and descriptions set forth in this Agreement and all included Exhibits.
Service Provider Representations and Warranties. Except for the express warranties set for below, Service Provider does not make and hereby expressly disclaims any and all representations, warranties, or conditions, express or implied, DocuSign Envelope ID: BBB0D4EF-1589-4C0E-BC35-80078CD2D823 regarding any matter in connection with this Agreement, including the merchantability, fitness for a particular use or purpose, or results to be derived from the use of any service, hardware, software, system or other items provided under or in connection with this Agreement or that any service, hardware, software, system or other items will be free from defects, or will be uninterrupted or error free. Notwithstanding the foregoing, Service Provider represents and warrants that all Services, equipment, and work performed or provided by Service Provider and/or its employees under this Agreement shall: (a) be performed in a professional manner, by qualified, trained and, where applicable, properly certified, representatives, and in accordance with standards of care customary in Service Provider’s industry; and (b) conform to the representations, specifications, and descriptions set forth in this Agreement and all included Exhibits.
Service Provider Representations and Warranties. The Service Provider represents, covenants, and warrants that:
