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 hereby represents and warrants that:
a. the COU Work Product (as defined in Exhibit B) will be an original work of Service Provider and any third parties will have executed assignment of rights reasonably acceptable to COU;
b. neither the work product provided to COU, nor any element thereof, will infringe the trade secret, patent, copyright, mask work or other intellectual property rights throughout the world of any third party;
c. neither the COU Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments;
d. Service Provider will not grant, directly or indirectly, any rights or interest whatsoever in the COU Work Product to third parties;
e. Service Provider has full right and power to enter into and perform this Agreement without the consent of any third party;
f. Service Provider will take all necessary precautions to prevent injury to any persons (including employees and invitees of COU) or damage to property (including COU’s property) during the Term;
g. Should COU permit Service Provider to use any of COU’s equipment, tools, or facilities during the Term, such permission shall be gratuitous and Service Provider shall be responsible for any injury to any person (including death) or damage to property (including COU’s property) arising out of use of such equipment, tools or facilities, whether or not such claim is based upon its condition or on the alleged negligence of COU in permitting its use;
h. Service Provider is familiar with and will comply (and ensure compliance) with all applicable laws, including, without limitation, employment discrimination and harassment, and federal and state laws governing payment of wages; and
i. Service Provider warrants that if any governmental agency determines Service Provider to be a common law employee, Service Provider will make no private claim for any benefits or compensation provided to employees of COU.
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. (A) The Service Provider is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties and carry on its business as now being conducted. The Service Provider is qualified to do business and is in good standing in each jurisdiction where the conduct of its business or ownership of its properties requires such qualification.
(B) The Service Provider has all requisite corporate power and authority to enter into this Agreement and perform its obligations under this Agreement. The execution, delivery and performance by the Service Provider of this Agreement have been duly authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by the Service Provider and, assuming that this Agreement is a valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of the Service Provider, enforceable against the Service Provider in accordance with its terms.
Service Provider Representations and Warranties. Docusign Envelope ID: 35E7349B-60DD-4034-A9B7-EBC9CC03A9EE
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.
