SERVICE PROVIDER’S REPRESENTATIONS. Service Provider represents and warrants to the Transfer Agent and each Scudder Fund that:
(a) It is a corporation duly xxxxxxzed and validly existing and in good standing under the laws of the State of Delaware;
(b) It has full power and authority under applicable law to carry on its business, and is registered or licensed as required, in each jurisdiction where it conducts its business;
(c) It has full power and authority under applicable law, and has taken all actions necessary, to enter into and to perform this Agreement;
(d) It is duly registered as a transfer agent under section 17A of the Securities Exchange Act of 1934, as amended ("1934 Act");
(e) It is duly registered as a broker-dealer under section 15 of the 1934 Act; or, if it not so registered, it is not required to be so registered in order to perform this Agreement, and it undertakes to comply with any determination by a governmental agency or court of competent jurisdiction that activities substantially similar to those of the Service Provider hereunder are such as to require registration as a broker-dealer under the 1934 Act;
(f) It maintains and knows of no reason why it cannot or will not during the term hereof maintain adequate offices, personnel and computer and other equipment to perform the services contemplated by this Agreement;
(g) To the best of its knowledge, it will not be a "fiduciary" of any Plan as such term is defined in section 3 (21) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA"), and section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"); and
(h) To the best of its knowledge, the receipt for the Administrative Fees by Service Provider will not constitute a "prohibited transaction" as such term is defined in section 406 of ERISA and section 4975 of the Code.
SERVICE PROVIDER’S REPRESENTATIONS. 14.1 The Service Provider represents that prior to entering this Agreement it has made such enquiries and examined such information as it considers necessary to satisfy itself:
(a) as to the nature, scope extent and degree of difficulty of the Services to be performed by it pursuant to this Agreement;
(b) as to its ability to supply the Goods to a high standard and within the time specified in this Agreement; and
(c) as to the availability of suitably qualified and experienced personnel, and all other facilities and information which it is required to provide for the purpose of supplying the Goods.
SERVICE PROVIDER’S REPRESENTATIONS. 9.1 The Service Provider warrants and represents that prior to entering this Agreement it has made such enquiries and examined such information as it considers necessary to satisfy itself:
(a) as to the nature, scope extent and degree of difficulty of the services to be performed by it pursuant to this Agreement; and
(b) as to the availability of suitably qualified and experienced personnel, and all other facilities and information which it is required to provide for the purpose of supplying the Services.
9.2 The Service Provider warrants and represents that, at the date of signing this Agreement, no conflict of interest exists, or is likely to arise in the performance of its obligations under this Agreement.
9.3 The Service Provider must use its best endeavours to ensure that no conflict of interest arises in relation to the performance of any aspect of this Agreement.
SERVICE PROVIDER’S REPRESENTATIONS. The Service Provider represents and warrants to the Trust that:
(a) it is a corporation duly organized and validly existing and in good standing under the laws of the State of Texas;
(b) it has full power and authority under applicable law to carry on its business, and is registered or licensed as required, in each jurisdiction where it conducts its business, and the performance of its obligations hereunder does not and will not violate or conflict with any governing
SERVICE PROVIDER’S REPRESENTATIONS. The Service Provider warrants and represents that prior to entering this Agreement it has made such enquiries and examined such information as it considers necessary to satisfy itself: as to the nature, scope extent and degree of difficulty of the services to be performed by it pursuant to this Agreement; and as to the availability of suitably qualified and experienced personnel, and all other facilities and information which it is required to provide for the purpose of supplying the Services. The Service Provider warrants and represents that, at the date of signing this Agreement, no conflict of interest exists, or is likely to arise in the performance of its obligations under this Agreement. The Service Provider must use its best endeavours to ensure that no conflict of interest arises in relation to the performance of any aspect of this Agreement.
SERVICE PROVIDER’S REPRESENTATIONS. Service Provider represents and warrants to each Xxxxxxx Fund that:
(a) It is a limited liability partnership duly organized and validly existing under the laws of the State of Illinois;
(b) It has full power and authority under applicable law to carry on its business, and is registered or licensed as required, in each jurisdiction where it conducts its business;
(c) It has full power and authority under applicable law, and has taken all actions necessary, to enter into and to perform this Agreement;
(d) It maintains and knows of no reason why it cannot or will not during the term hereof maintain adequate offices, personnel and computer and other equipment to perform the services contemplated by this Agreement;
(e) It will not be a "fiduciary" of any Plan as such term is defined in section 3 (21) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA"), and section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"); and
(f) The receipt for the Administrative Fees by Service Provider will not constitute a "prohibited transaction" as such term is defined in section 406 of ERISA and section 4975 of the Code.
SERVICE PROVIDER’S REPRESENTATIONS. 9.1 The Service Provider warrants and represents that prior to entering this Agreement it has made such enquiries and examined such information as it considers necessary to satisfy itself:
(a) as to the nature, scope extent and degree of difficulty of the services to be performed by it pursuant to this Agreement; and Template ID: COZ_TMP_ServicesAgreement Template Version: 6 Doc ID: GS – <number> <title> <date>
(b) as to the availability of suitably qualified and experienced personnel, and all other facilities and information which it is required to provide for the purpose of supplying the Services.
9.2 The Service Provider warrants and represents that, at the date of signing this Agreement, no conflict of interest exists, or is likely to arise in the performance of its obligations under this Agreement.
9.3 The Service Provider must use its best endeavours to ensure that no conflict of interest arises in relation to the performance of any aspect of this Agreement.
SERVICE PROVIDER’S REPRESENTATIONS. On behalf of its employees, agents, servants and contractors, SERVICE PROVIDER represents and warrants to the NEW SMYRNA BEACH UTILITIES each of the following:
SERVICE PROVIDER’S REPRESENTATIONS. The Service Provider represents and warrants to the District that the Service Provider:
10.1. Is competent and qualified to and capable of performing the Services.
10.2. Maintains the licensing, certificates, and other credentials required by law and by the District to perform the Services.
10.3. Has full authority under applicable law to execute and deliver the Agreement and has the authority to perform all of the obligations under the Agreement.
10.4. Was truthful and correct, to the best of its knowledge as of the time when made, in making any statement, representation, or information, in connection with the Agreement and the Services, on which the District has relied in the award of the Agreement.
SERVICE PROVIDER’S REPRESENTATIONS. The Service Provider will:
3.1. Provided the client has purchased the relevant modules and service packs and achieved the standard in each module of service, advertise the details of the Client’s site on an individual Client page on the xxx.xxxxxxxxxxxxxxxx.xxx websites. Those pages will present the standard form used for all Clients who use this service of the Service Provider. The standard form can be varied from time to time at the discretion of the Service Provider.
3.2. Provide to the client the E-Cristal auditing software function. This will also include a periodic inspection of the client’s sites and a report as to the level of risk as represented by the different modules that the Client has contracted to receive.
3.3. Keep the Client updated of all developments associated with the system, service and websites, the Cristal auditing function and all other services offered by the Check Safety First Group of Companies.
3.4. Undertake international marketing on a regular scheduled basis, promoting the websites and the form of its content to the public globally.
3.5. Keep copies of all records and due diligence information contained within the system at any point during the lifetime of the contract, and will further provide a digital copy of all such information to the client upon termination of this contract, subject to all debts due from the Client to the service provider being paid and all terms of contract being satisfied.
3.6. Provide services to the Client in accordance with the service specification contained in the quotation/specification presented to the Client and which is hereby approved by the Client.
3.7. Deliver to the Client’s site/s the standard service delivery unless stated differently overleaf, which will be for a number of the following modules of risk management: • BrandCheck • StandardsCheck • SecurityCheck • LabCheck • AccessCheck • FoodCheck • FireCheck • PoolCheck • SafetyCheck • AquaCheck • EcoCheck • CrisisCheck • Checkpoint (formerly TourCheck) • SupplyCheck • RoomCheck • DineCheck • POSICheck
3.8. The client hereby authorizes the service provider to carry out a Checkpoint Audit at least annually as to the standards in the hotel. The client hereby authorizes the service provider to provide the Checkpoint audit report to the travel trade and tour operators through a suitably secure website.
3.9. The Service Provider warrants that the reports provided by it under this agreement shall be accurate at the point of the inspection up...
