Sponsor's Warranties. The Sponsor represents and warrants to TTL that:
(a) the Sponsor is duly incorporated and validly existing under the laws of its place of incorporation;
(b) this Contract has been validly entered into by the Sponsor and creates legally binding obligations upon the Sponsor;
(c) no litigation, arbitration or administrative proceeding is current, pending or threatened to restrain the entry into, exercise of any of its rights under and/or performance or enforcement of or compliance with any of its obligations under this Contract;
(d) as at the date hereof neither the signing and delivery of this Contract nor the performance of any of the transactions contemplated in this Contract will:
(i) contravene or constitute a default under any provision contained in any laws or regulations to which it is subject or any agreement or instrument by which the Sponsor or any of its assets is bound or affected; or
(ii) cause any limitation on the Sponsor or the powers of its directors, whether imposed by or contained in any document which contains or established its constitution or in any laws or regulations to which it is subject or any agreement or instrument by which the Sponsor or any of its assets is bound or affected to be exceeded; and
(e) in entering into this Contract, it has not committed any Prohibited Act or fraudulent activity.
Sponsor's Warranties. The Sponsor represents, warrants, and undertakes that:
(a) there are no existing agreements, undertakings or arrangements, the terms of which prevent it from entering into this Agreement, or which would impede the performance of its obligations under this Agreement;
(b) it has not violated any Applicable Law regarding the offering of unlawful inducements in connection with the entering into or negotiation of this Agreement;
(c) the Sponsor has not (and any applicable Related Sponsor has not) breached any Related Charter School Agreement or any requirement of the ETA relating to Governing Members;
(d) no Insolvency Event has occurred in relation to the Sponsor;
(e) it is not (and nor is any Key Person identified in the Specific Terms or any Governing Member) a party to any litigation, proceedings or disputes which will adversely affect the Sponsor’s compliance with this Agreement;
(f) it will not engage in any activity, or permit any circumstance to occur, that is likely to compromise its ability to perform its obligations under this Agreement or that constitutes or that may constitute a Conflict of Interest in the performance of those obligations; and
(g) the Sponsor’s Proposal at the time it was provided to the Agency and/or Authorisation Board, to the best of the Sponsor’s knowledge, is accurate and complete and suitable for the purpose for which the Sponsor provided it to the Agency and/or Authorisation Board.
Sponsor's Warranties. Sponsor represents and warrants that any advertisement, logo, design or other content it supplies to ASID NJ pursuant to this agreement will not defame, libel or slander any third party; that it will not invade the privacy, right of publicity or other personal rights of any third party; and that it will not infringe on or otherwise violate the copyright, trademark, trade secret, patent or other intellectual property rights of any third party.
Sponsor's Warranties. Sponsor represents and warrants that any advertisement, logo, design or other content it supplies to ASID pursuant to this agreement will not defame, libel or slander any third party; that it will not invade the privacy, right of publicity or other personal rights of any third party; and that it will not infringe on or otherwise violate the copyright, trademark, trade secret, patent or other intellectual property rights of any third party.
Sponsor's Warranties. Sponsor represents and warrants that: (i) it has the full right and legal authority to enter into and fully perform this Agreement in accordance with its terms without violating the rights of any other person; (ii) Sponsor’s Trademarks do not infringe the trademarks or trade names of any other person; (iii) it has all government licenses, permits or other authorizations necessary to conduct its business; and (iv) all products furnished by Sponsor, if any, shall be of high quality and shall be free from product defects and shall be merchantable and suited for their intended purposes.
