Subscriber Organization’s Representations, Warranties and Covenants Sample Clauses

Subscriber Organization’s Representations, Warranties and Covenants. In addition to all other representations, warranties and covenants herein, Subscriber Organization hereby represents as of the Execution Date, and warrants and covenants throughout the Term, as follows: (A) Subscriber Organization is a [●], duly organized, validly existing and in good standing under the laws of the state of [●]. Subscriber Organization is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Subscriber Organization; and Subscriber Organization has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this Agreement.
Sample 1
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Subscriber Organization’s Representations, Warranties and Covenants. In addition to all other representations, warranties and covenants herein, Subscriber Organization hereby represents as of the Execution Date, and warrants and covenants throughout the Term, as follows: (A) Subscriber Organization is a [●], duly organized, validly existing and in good standing under the laws of the state of [●]. Subscriber Organization is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Subscriber Organization; and Subscriber Organization has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this Agreement. (B) The execution, delivery, and performance of its obligations under this Agreement by Subscriber Organization have been and will continue to be throughout 317 Advice Notice No. /s/ Xxxxxx X. Xxxxxxxx REGIONAL VICE PRESIDENT – X REGULATORY & PRICING ORIGINAL RULE NO. 29 RULES AND REGULATIONS ELECTRIC Page 24 of 60 the Term duly authorized by all necessary company action and applicable consent or authorization of the Project Owner, and do not and will not: (1) require any further consent or approval by any governing body of Subscriber Organization, other than that which has been obtained and is in full force and effect; (2) violate or breach any provision of the governing documents of the Subscriber Organization; or (3) conflict with or constitute a breach or default under any agreement to which Subscriber Organization is a party or any judgment, order, statute, or regulation that is applicable to Subscriber Organization or the Project; the violation of which could have a material adverse effect on the ability of Subscriber Organization to perform its obligations under this Agreement. (C) The obligations of Subscriber Organization under this Agreement are valid and binding obligations of Subscriber Organization. (D) All Governmental Approvals necessary for Subscriber Organization’s execution, delivery and performance of this Agreement have been duly obtained and are in full force and effect or will be obtained and in effect at the Commercial Operation Date. (E) Subscriber Organization shall at all times during the Term of this Agreement comply, and shall cause the Project Owner to comply, with the Program Materials, the Community Solar Act and all Applicable Laws (including any and all consumer protection rules established by the NMPRC...
Sample 1

Related to Subscriber Organization’s Representations, Warranties and Covenants

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • NOW, THEREFORE the parties hereto agree as follows:

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Definitions For purposes of this Agreement:

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

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