Supplier Representations. (1) Supplier is a duly organized entity or corporation qualified to do business and in good standing under the laws of the State of North Carolina;
(2) Supplier has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;
(3) No approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for Supplier to enter into and perform its obligations under this Agreement;
(4) In connection with Supplier’s obligations under this Agreement, it shall comply with all applicable federal, state and local laws and regulations and shall obtain all applicable permits and licenses;
(5) Supplier shall not violate any agreement with any third party by entering into or providing the Goods under this Agreement;
(6) Supplier will provide all Goods in conformity with the specifications and requirements of this Agreement;
(7) Supplier will provide all Goods free and clear of all liens and encumbrances;
(8) The Goods provided by Supplier under this Agreement will not violate, infringe or misappropriate any patent, copyright, trademark or trade secret rights of any third party, or any other third-party rights (including without limitation non-compete agreements); and
(9) Supplier shall ensure that whenever its employees or agents are on County property, they will strictly abide by all instructions and directions issued by County with respect to rules, regulations, policies and security procedures applicable to work on County’s premises. Such rules, regulations, policies and security procedures shall include, but not be limited to: (i) not possessing any controlled substances; (ii) smoking only in designated smoking areas, if any; and (iii) not possessing weapons, except for weapons possessed by law enforcement officials.
Supplier Representations. Supplier represents and warrants that there are no notices, claims, investigations or proceedings pending, or, to the knowledge of Supplier, threatened, by state or federal agencies, or private parties involving notice or information to individuals that any data held or stored by Supplier has been compromised, lost, acquired, accessed or misused. If Supplier receives notice regarding any violation of any local, state, federal or foreign privacy or information security laws, has reason to believe such notice will be received or has reason to believe that the security of any records containing Non-Public Information that Supplier maintains has been breached or potentially breached, Supplier shall immediately provide notice and additional requested information to the University regarding such notice or knowledge
Supplier Representations. Supplier represents and warrants to Purchaser that:
(a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Supplier corporate action;
(b) this Agreement is a legal and valid obligation binding upon Supplier and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Supplier is a party or by which it is bound;
(c) Supplier has the full right and legal capacity to grant the rights granted to Purchaser hereunder in the Territory without violating the rights of any Third Party;
(d) Supplier is not aware of any Third Party patent, patent application or other intellectual property rights in the Territory that would be infringed (i) by using the Trademark, or (ii) by making, using, offering for sale, selling or importing Product;
(e) Supplier is not aware of any information that would render invalid and/or unenforceable claims for the Product in the Patent Rights; and
(f) Supplier warrants exclusively to Purchaser that all of the Products shipped by Supplier or its third party manufacturer in accordance with this Agreement: (i) shall meet Supplier’s specifications for the shelf life of such Product when stored and handled in accordance with Supplier’s labeled conditions, (ii) shall be manufactured in accordance with the GMP and the Law in effect at the time of manufacture, and (iii) shall not be adulterated or misbranded as a result of acts or omissions by Supplier; provided, that, (i) the Parties agree that the warranty set forth in this Section 13.1(f) shall not apply to any Product Manufactured by Purchaser pursuant to Section 5 above, and (ii) subject to Supplier’s indemnification obligations in the event of a product liability claim, Supplier’s sole obligation and the sole remedy under this warranty is replacement of any Product or a refund of the purchase price that Supplier reasonably determines to be covered by this warranty.
Supplier Representations. Sale of Supplier’s product to Buyer does not and will not violate and Federal or state laws, rules or regulations. Supplier has the full rights to sell its product. Supplier’s sale of product to Buyer and subsequent resale to Buyer’s customers does not and will not violate and trademark, patent, service xxxx, trade secret or similar such right.
Supplier Representations. Supplier makes the following representations to Kala:
(a) Supplier is duly organized, validly existing and in good standing under the laws of Spain. Supplier has all requisite power and authority to own, operate and lease its properties and to carry on its business as now conducted. Supplier has full corporate power and authority to execute, deliver and perform this Agreement; all corporate actions of Supplier necessary for such execution, delivery and performance have been duly taken; and this Agreement is a valid and binding obligation of Supplier.
(b) Supplier warrants that the Manufacturer shall perform all manufacturing, storage, handling, and testing of the Product(s) at the Facilities. Supplier warrants that the Facilities are in good standing with FDA and/or any other required government agency (including Ministry of Health), are fully compliant with cGMPs and that all employees working on the Product whose responsibilities involve work which must be performed under cGMP standards have been properly trained and tested in the requirements of those standards. Supplier additionally warrants that the Facilities hold all necessary licenses and permits required by applicable laws, rules, and regulations for the manufacture and testing of the Product and that all such licenses and permits are in full force and effect. Supplier is not aware of the existence of any outstanding violations of any such licenses or permits and warrants that no proceeding is pending or, to the knowledge of Supplier, threatened, seeking the revocation or limitation of any such licenses or permits.
(c) Supplier represents and warrants that the Manufacturer is part of the same company group of Supplier. Supplier shall ensure that Manufacturer is, and remains, fully compliant with the terms and conditions of this Agreement. Any breach by Manufacturer of this Agreement shall be deemed to be a breach by Supplier. Supplier shall fully indemnify, defend, and hold Kala harmless from and against the acts and/or omissions of Manufacturer.
Supplier Representations. Supplier represents to Buyer that, as of the date hereof:
Supplier Representations. The Supplier hereby represents and warrants to the Customer that, as of the date of this Agreement, the Supplier is an indirect wholly-owned subsidiary of Unicom Corporation.
Supplier Representations. The Supplier represents and warrants, effective as of the Effective Date, that: (i) the Products shall be supplied with full title guarantee; (ii) the Products shall comply with all applicable Laws in those jurisdictions in which Supplier has obtained certification or has determined the Products may be sold in accordance with Section 2.19: (iii) the Development Services and Associated Services shall comply with all applicable Laws; (iv) all information and materials included with the Products under a Purchase Order will be accurate in all material respects and (v) it shall perform the Development Services and the Associated Services and its other obligations under the Agreement with all reasonable skill and care using Supplier Personnel of appropriate expertise and experience.
Supplier Representations. As of the Start Date and the date of each application for Credits, the Supplier represents and warrants that: it is a Part 3 Fuel Supplier under the Act; it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; all information, documents or statements furnished in writing by or on behalf of the Supplier to the Director or the Province in connection with this Agreement including proposals submitted in response to the Province’s Part 3 Agreements Program call for Project Proposals issued [DATE OF APPLICATION CALL (if renewal, then original date)] are true, accurate and complete in every material respect; there is no pending, or to the Supplier’s knowledge threatened, claim, litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator which reasonably could be expected to impair the ability of the Supplier to complete the Project and, to its knowledge, no state of facts exist which could reasonably give rise to any such claim, litigation, arbitration or administrative proceeding; there is no state of facts which would substantially impair the ability of the Project to realize greenhouse gas emission reductions from the use of Part 3 fuels. – access to books and records and site Without derogating from the inspection powers under the Act, the Supplier will, upon receiving a request from the Director or any person acting under the direction of the Director, provide the Director or any person acting under the direction of the Director with access, at reasonable times, to all sites under the control of the Supplier at which the Project or Designated Milestones are to occur or may have occurred, and any additional sites listed in Part 1 of Schedule D, for the purpose of auditing whether Designated Schedule B Milestones or Schedule C Milestones have been Completed as Required. Without derogating from the inspection power under the Act, the Supplier will make available to the Director or any person acting under the direction of the Director, as soon as reasonably practicable upon any request by the Director or that person, all records, as defined under the Interpretation Act, that are reasonably related to the subject matter of this Agreement and either in the control or custody of the Supplier or in the custody of a person listed in Part 2 of Schedule D; and allow the Director or any person acting under the direction of the Director to take copies of records referr...
Supplier Representations. In order to induce Purchaser to enter into this Agreement, Supplier makes the following representations and warranties:
