Subscriber Warranties. 6.1 The Subscriber warrants to the Seller that as at the date of this Agreement and Closing Date:
a) it is validly incorporated, in existence and duly registered under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement;
b) the execution and delivery of the Agreement has been duly authorised and do not require any further corporate approvals and/ or authorizations and it has all necessary approvals required to be obtained by it for the execution, delivery and performance of this Agreement and has been validly executed by a duly authorised representative of the Subscriber. This Agreement constitutes a legal, valid and binding obligation of the Subscriber enforceable against it, in accordance with its terms;
c) it has the requisite power and authority to enter into and perform this Agreement; and entry into and performance of this Agreement will not (i) breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents or (ii) (subject, where applicable, to fulfilment of the Purchaser Conditions) result in a breach of any laws or regulations in its jurisdiction of incorporation or of any registration, license, permit, consent, order, decree or judgment of any court or any governmental or regulatory authority, where any such breach would adversely affect to a material extent it ability to enter into or perform its obligations under this Agreement.
Subscriber Warranties. 6.1 The Subscriber warrants to the Company that as at the Execution Date and Closing Date:
a) it is validly incorporated, in existence and duly registered under the laws of its jurisdiction and has full power to conduct its business as conducted at the Execution Date;
b) the execution and delivery of the Agreement has been duly authorised and do not require any further corporate or statutory approvals and/ or authorizations and it has all necessary approvals required to be obtained by it for the execution, delivery and performance of this Agreement and has been validly executed by a duly authorised representative of the Subscriber. This Agreement constitutes a legal, valid and binding obligation of the Subscriber enforceable against it, in accordance with its terms;
c) it has the requisite power and authority to enter into and perform this Agreement; and entry into and performance of this Agreement will not (i) breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents or (ii) (subject, where applicable, to fulfilment of the Conditions Precedent) result in a breach of any laws or regulations in its jurisdiction of incorporation or of any registration, license, permit, consent, order, decree or judgment of any court or any governmental or regulatory authority, where any such breach would adversely affect to a material extent it ability to enter into or perform its obligations under this Agreement.
d) The subscription of the Subscription Shares by the Subscriber does not violate any provision of the Prevention of Money Laundering Act, 2002, including any rules, regulations and byelaws framed thereunder.
Subscriber Warranties. Subscriber represents and warrants to Sparta that Subscriber or its licensors own all right, title and interest to all Subscriber Content.
Subscriber Warranties. Subscriber warrants that it will: (i) avoid misleading or unethical business practices in representing the Bundled Solution; (ii) fairly and accurately represent the Software; and (iii) not violate any applicable laws in integrating the Software as part of the Bundled Solution.
Subscriber Warranties. Subscriber represents and warrants that (i) it has full power and authority to enter into the Standard Terms and has received all parental and other permissions required to permit Discovery to obtain and retain information (including personal information) from Users; (ii) only Subscriber or its Users shall access the Service(s) and the Content; (iii) Subscriber and its Users will at all times use the Service(s) and the Content only as expressly permitted by the Standard Terms; (iv) in the event that Subscriber requests that Discovery customize the Service(s) interface with Subscriber’s trade name, trademarks or logos, and/or digitize and/or encode and/or host any of Subscriber’s content on the Content and/or the Service(s), Discovery has the right to so use and exploit any and all such trade names, trademarks, logos and content, including without limitation any and all underlying elements (the “Subscriber IP”), and (v) the Subscriber IP, any content, materials, and/or information contributed by Users, and any revisions to the Content by Users does not and will not contain any libelous, unlawful or infringing materials or content, will not infringe upon any party's proprietary rights, including without limitation statutory or common- law copyright, trademark and right of privacy, and will not violate any law, regulation or right of any kind whatsoever or give rise to any actionable claim or liability.
Subscriber Warranties. Subscriber represents and warrants that:
(i) the information it has provided to LiveVol (including Subscriber’s representation on Exhibit C that a User is either a professional or non-professional) is accurate and complete; (ii) it will promptly furnish LiveVol with new information if the information previously provided becomes materially inaccurate or incomplete, and (iii) it is not knowingly conducting any illegal business activities.
Subscriber Warranties. 7.1 The Subscriber:
(a) warrants and represents to the Company that each of the Subscriber Warranties is true and accurate in all material aspects;
(b) further warrants and represents to the Company that the Subscriber Warranties shall be deemed to be repeated immediately before the Subscription Completion with reference to the facts and circumstances then prevailing, and for this purpose a reference in any of the Subscriber Warranties to the date of this Agreement shall be construed as a reference to the Subscription Completion Date; and
(c) acknowledges that the Company has entered into this Agreement in reliance on, among other things, the Subscriber Warranties.
7.2 Notwithstanding any provisions herein to the contrary, the Subscriber shall have no liability whatsoever in respect of any Relevant Claim to the extent that the matter giving rise to the Relevant Claim would not have arisen but for the passing of, or any change in, after the date of this Agreement having retrospective effect any law, rule, regulation, or administrative practice of any government, governmental department, agency or regulatory body, in any such case not actually or prospectively in force at the date of this Agreement.
7.3 The Subscriber undertakes and agrees that, subject to and conditional upon the Subscription Completion, it shall not, without the prior written consent of the Company and whether directly or indirectly, at any time during the period of ten (10) months immediately following the Subscription Completion Date:
(a) offer, pledge, charge, sell, mortgage, lend, create, transfer or otherwise dispose of any legal or beneficial interest (including by the creation of or an agreement to create or selling or granting or agreeing to sell or grant any option or contract to purchase or any warrant or right to purchase) in the Subscription Shares, the Convertible Bonds or the Conversion Shares or any securities convertible into or exercisable or exchangeable for such Subscription Shares, Convertible Bonds or Conversion Shares, or contract to do so, whether directly or indirectly; or
(b) enter into any swap or other transaction that transfers to another, in whole or in part, the economic consequences of ownership of such Subscription Shares, Convertible Bonds, Conversion Shares or securities, in each case, whether any of the foregoing transactions described in clause 7.3(a) or 7.3(b) above is to be settled by delivery of Shares, Convertible Bonds, such other securities convert...
Subscriber Warranties. 7.1 The Subscriber represents and warrants to the Company that each Subscriber Warranty is true, accurate and not misleading at the date of this Agreement and at Closing by reference to the facts and circumstances as at the date of this Agreement and as at Closing, respectively. For this purpose only, where there is an express or implied reference in a Subscriber Warranty to the "date of this Agreement", that reference is to be construed as a reference to Closing Date.
7.2 The Subscriber acknowledges that the Company is entering into this Agreement in reliance on each Subscriber Warranty, which has also been given as a representation and with the intention of inducing the Company to enter into this Agreement.
7.3 Each Subscriber Warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by a provision of this Agreement or another Subscriber Warranty.
7.4 Between the execution of this Agreement and Closing, the Subscriber shall notify the Company immediately if it becomes aware of a matter, fact or circumstance which constitutes or which would or might constitute a breach (whether repudiatory in nature or not) of clause 7.1 above or which would or might cause a Subscriber Warranty to be untrue, inaccurate or misleading if given in respect of the matters, facts or circumstances at the relevant time between signing and Closing.
Subscriber Warranties. Each Subscriber gives the warranties in Schedule 4 to and for the benefit of the Trustees.
Subscriber Warranties. Subscriber represents and warrants to TORTUS that (i) they are a licensed clinician; (ii) they will only use the Services for its intended purposes, in accordance with applicable laws and regulations, including (without limitation) health and safety laws, the UK General Data Protection Regulation and the Data Protection Act 2018; (iii) they will keep account information secure and confidential, and promptly notify TORTUS of any unauthorised use of their account or any other breach of security; (iv) they will not attempt to gain unauthorised access to the Services or engage in any activity that disrupts, diminishes the quality of, or interferes with the performance of the Services; (v) they are solely responsible for confirming the accuracy, quality, integrity, and legality of any data, information, or content transmitted through the Services; (vi) they agree to use reasonable efforts to ensure the accuracy of all information they input or store in the Services and to promptly correct any errors or inaccuracies.
