SERVICE PROVIDER’S REPRESENTATIONS. Service Provider represents and warrants to KDI, the Transfer Agent, and each Fund that:
(a) any ownership of Fund shares by Service Provider is purely as nominee for or on behalf of Customers of Service Provider, whereby Service Provider does not have investment discretion over or power to vote such Fund shares;
(b) it is duly organized and validly existing and in good standing under the laws of the State of its incorporation;
(c) 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;
(d) it is duly registered as a transfer agent under section 17A of the Securities Exchange Act of 1934, as amended ("1934 Act") and it is duly registered as a broker-dealer under section 15 of the 1934 Act; or, if 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 transfer agent or broker-dealer under the 1934 Act or, alternatively to terminate the Agreement;
(e) 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;
(f) it will not exercise any of the authority, control or responsibility which may make it a "fiduciary" as such term is defined in section 3(21) of ERISA to cause any account which is subject to ERISA to invest in Fund shares;
(g) 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 Internal Revenue Code of 1986, as amended (the "Code");
(h) to the extent Service Provider has engaged one or more third parties (including affiliates of Service Provider) to act as subcontractor(s) or agent(s) ("Agents") to perform services that Service Provider is responsible for performing under this Agreement, Service Provider has determined that each such Agent is capable of performing such services and shall take measures as may be necessary to ensure that such Agents perform such services in accordance with the terms of this Agreement; and
(i) its entering into and performing this Agreement are duly authorized ...
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 Scudder 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. 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...
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. 4.1. The Service Provider represents and warrants that:
(i) It is a duly organized company/business entity validly existing under the laws where it is incorporated/established, and has experience, expertise, ability and skills as required to perform the Services as detailed in this Agreement and as may be necessary to perform its obligations hereunder in a professional manner.
(ii) It has all the requisite power, authority and approvals required to enter into this Agreement and will have all the requisite power, authority to perform fully each and every obligation under this Agreement.
(iii) This Agreement has been duly executed and delivered by its duly authorized representatives and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms.
(iv) The execution, delivery and performance of this Agreement and all instruments or addenda required hereunder by it does not contravene, violate or constitute a default of or require any consent under the provisions of any other agreement or instrument to which it is bound, including the constitutional documents thereof, or any order, judgment, decree or injunction of any court of law.
(v) No legal proceedings are pending or threatened against it before any court, tribunal or authority which do or may restrain or enjoin its performance or observance of the terms and conditions of this Agreement or which do or may in any other manner rsion 4.0 (July 2020) Page 2 of 21 question the validity, binding effect or enforceability of this Agreement.
(vi) No order has been made or petition presented for the bankruptcy protection, winding up or dissolution thereof against it.
(vii) It shall maintain high professional standards to ensure performance of this Agreement as per best business practices and in full compliance with statutory obligations.
(viii) It has all necessary statutory and regulatory permissions, approvals and permits for the running and operation of its establishment for the conduct of its business;
(ix) It has full right, title and interest in and to all trade names, trademarks, service marks, logos symbols and other proprietary marks (IPR) (including limited right of use of those owned by any of its vendors, affiliates or subcontractors) which it provides to the Company, for use related to the Services, and that any IPR provided by the Service Provider shall not infringe the IPR of any third party;
(x) The Service Provider represents that there is no inquiry/ inv...
SERVICE PROVIDER’S REPRESENTATIONS. Warranties and Covenants with respect to Unreleased Shares Transaction. Pursuant to Subparagraph "(ii)" of Paragraph "C" of this Article "6" of this Agreement, the Service Provider shall provide the Company with a written statement representing, warranting and covenanting that:
(i) Status. The Service Provider is an individual with all requisite power and authority to consummate the Unreleased Shares Transaction.
