Supplier Representations, Warranties and Covenants Sample Clauses

Supplier Representations, Warranties and Covenants. Supplier warrants that the Hosting Services will be performed in a professional manner consistent with generally accepted industry standards for the Hosting Services. If Customer provides notice to Supplier of any documented incidence of material non-conformance within thirty (30) days of discovering any such non-conformance, Supplier will use commercially reasonable efforts to correct such non-conformance, provided such non-conformance is not caused by: (A) negligence, gross negligence, or intentional misconduct on the part of Customer or any of its Authorised Users, (B) Customer’s failure to use of the Hosting Services or System in accordance with the terms of the Agreement, (C) Third Party System Components or any other product or service not provided by Supplier its Affiliates, or its Personnel, or (D) Harmful Code, to the extent that such Harmful Code was not introduced as a result of Supplier’s negligence, gross negligence, or intentional misconduct. If Supplier cannot correct a non-conformity within ninety (90) days from the date Customer provided notice of the non-conformity (the “Remedy Period”), then Customer may terminate the non- conforming Hosting Services and receive a pro rata refund for the non-conforming Hosting Services, calculated from the effective date of any such termination. If Customer fails to exercise this right to terminate within fifteen (15) days after the end of the Remedy Period, Customer shall be deemed to have waived this right. This Section 3(a) contains Customer’s sole and exclusive remedies for breach of the warranty set forth herein.
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Supplier Representations, Warranties and Covenants. Supplier represents, warrants and covenants that: (i) As of the time of Product delivery, the Products (a) conform to the applicable Specifications; (b) are not adulterated; and (c) have been Manufactured, packaged, stored and shipped in accordance with cGMP. (ii) Supplier (a) complies with all Applicable Laws affecting the performance of its duties hereunder and shall maintain any and all permits, certificates or licenses necessary for the conduct of its operations; and (b) has good title to the Products, free and clear of encumbrances of any kind; and (c) is a corporation validly existing under the laws of its state of incorporation, with all requisite power and authority to carry on the business in which Supplier is engaged and proposes to engage pursuant to this Agreement. *** Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. (iii) The Manufacturing Facilities comply with all Applicable Laws. The execution and performance of this Agreement will not result in a violation or breach of any agreement or other instrument under which Supplier is bound or to which any of the assets of Supplier are subject or violate any relevant Applicable Laws. No authorization, consent, approval, permit, or filing of or with any Governmental Authority, any lender or lessor, or any other Person is required to authorize, or is required in connection with, the execution, delivery, and performance of this Agreement. Supplier’s acceptance of any Order shall constitute a continuing representation and warranty that the Products conform to the warranties contained herein. All such warranties shall survive inspection, tests, acceptance and payment until the applicable expiration date of the Products. (iv) As of the time of Product delivery, the Products shall conform to all industry standards governing the Manufacture and supply of the Products. Supplier shall conduct and maintain a stability program to support U.S. and international Products. Supplier will provide Purchaser with all necessary manufacturer documentation necessary for international Product registration, shipping and distribution. (v) Supplier shall: (i) retain the minimum number of samples of Product as are required and specified to comply with the retention requirements set forth in cGMP provisions, regulatory applications in the relevant jurisdiction and under all other Applicable Laws; (ii) report to ...
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Supplier Representations, Warranties and Covenants. 8.1. The Supplier warrants to the Purchaser that the Products will be free from material defects in materials and workmanship and shall conform to the Mask Specifications and the Mask Designs for a period of [*****] following the date of delivery of the Products, provided that in no event shall the Supplier be responsible in any way for any defects arising out of or resulting from the Mask Specifications and/or the Mask Designs. 8.2. In the event that any Product is found to be defective during such [*****] period as set forth in Section 8.1, the Purchaser shall promptly, but prior to the expiration of such [*****] period, notify the Supplier thereof in writing by a detailed description of the defects for purposes of the Supplier’s inspection. Upon receiving such notice, the Parties shall follow the Return Material Authorization Policy (the “RMA Policy”) set forth in Exhibit A attached hereto and shall be to take such actions as are set forth in the RMA Policy. 8.3. Notwithstanding anything to the contrary, the Supplier shall not be liable to the Purchaser or to any third party for any defects in the Products that have been caused by any act or omission of Purchaser, including the Purchaser’s misuse or unauthorized modification or alternation of the Products. 8.4. The Supplier represents that it has sufficient production capacity for the supply of the Products to the Purchaser and to meet the Purchaser’s needs for the Products as set forth in the Monthly Guaranteed Volume. /*****/ = Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission.
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Supplier Representations, Warranties and Covenants. Supplier represents, warrants and covenants to ByTheOlive and its successors and assigns that: (a) Supplier’s goods will pass without objection in the trade under the description provided by Supplier in the Product Information Form; will be fit for the ordinary purposes of such goods; and will be free of defects in workmanship and material. (b) The prices for goods charged to ByTheOlive hereunder, as set forth in any Product Information Form provided to ByTheOlive, are and will remain equal to or less than those extended to any other wholesale customer of Supplier for the same or similar goods in similar quantities. (c) The prices shown on any Product Information Form provided by Supplier shall be complete and Supplier shall not add additional charges of any kind except in conformity with the provisions set forth in this Agreement. (d) The title conveyed to ByTheOlive with respect to the goods shall be good and sellable and their transfer rightful, and the goods will be delivered free of any security interest, lien, encumbrance, or charge. (e) The goods will be free of any claim by any person for infringement or misappropriation of any patent, copyright, trademark, trade secret, license or other third party rights. (f) The goods will be furnished in compliance with all federal, state and local laws, rules and regulations applicable to the importation, manufacture, shipment, sale, use, performance, safety, branding, packaging, marking and labeling of the goods.
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Supplier Representations, Warranties and Covenants. Supplier represents and warrants to Xxx Automotive as follows: (a) Supplier has considerable experience and expertise in the Services, and is well equipped to perform the Services for Xxx Automotive in a satisfactory and timely fashion; (b) Supplier will comply with all laws and regulations applicable to the performance of its obligations hereunder and will obtain all applicable permits and licenses required of it in connection with its obligations hereunder; (c) all Services performed pursuant to this Agreement or any Statement of Work and the Works created and delivered pursuant to this Agreement or any Statement of Work will comply with all laws and regulations applicable to the applicable Services and Works; (d) all Services and Works will conform to the descriptions and specifications set forth in any Statements of Work; (e) Supplier will ensure that the Works are capable of integrating and operating in conjunction with, without any corresponding diminution in functionality or performance of, any applicable Xxx Automotive software, interfaces, or applications, the Xxx Automotive Network; (f) Supplier will ensure that the Works integrating and operating in conjunction with, without any corresponding diminution in functionality or performance of, any and all security patches, bug fixes, and/or any other similar security or performance-enhancement releases made available to Xxx Automotive in connection with any widely-deployed operating system or similar software within thirty (30) days of Xxx Automotive’s receipt of any such release and notification to Supplier of its receipt of such release; (g) the Works do not and will not contain any virus or any other contaminant, or disabling devices including, but not limited to codes, commands or instructions that may be used to access, alter, delete, remotely access, damage or disable the Works, other Xxx Automotive software, Xxx Automotive Data, the Xxx Automotive Network or other Xxx Automotive property; (h) the Services, Works and Materials will not violate any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any other individual or entity; (i) Supplier has obtained, or will promptly obtain copyright or other property rights assignments from any and all employees or independent contractors who contributed to the creation or development of the Works; (j) Supplier will not, without the prior written consent of Xxx Automotive, include in the Works, any software o...
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Supplier Representations, Warranties and Covenants. The Supplier represents, warrants and covenants to Ontario Shores that: (a) the Supplier will not breach any agreement or other obligation to keep in confidence, or to refrain from using, the confidential, proprietary, trade secret or Personal Information of another client or any other person, and will not use any such information in connection with the Deliverables (b) any Deliverables that are services shall be provided fully and diligently in a professional and competent manner by persons qualified and skilled in their occupations; (c) any Deliverables that are goods (i) are fit for their intended purpose and shall be free from defects in workmanship and material and (ii) shall not be subject to any Liens; (d) Deliverables will be provided in accordance with: (a) this Agreement; (b) Industry Standards; and (c) Requirements of Law; (e) the Supplier has developed and implemented corporate policies and procedures designed to provide for compliance in all material respects with applicable Requirements of Law and has complied with such policies and procedures in all material respects; and (f) the warranty provisions in this Agreement are in addition to, and without prejudice to, any right or remedy otherwise available to Ontario Shores for the Supplier’s failure to fulfill its responsibilities under this Agreement.
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Supplier Representations, Warranties and Covenants. 9.1. The Supplier warrants to the Purchaser that the Products will be free from material defects in materials and workmanship and shall conform to the Foundry Specifications and the Foundry Designs for a period of [*****] following the date of delivery of the Products, provided that in no event shall the Supplier be responsible in any way for any defects arising out of or resulting from the Foundry Specifications, the Foundry Designs or the Licensed Materials. 9.2. In the event that any Product is found to be defective during such [*****] period as set forth in Section 9.1, the Purchaser shall promptly, but prior to the expiration of such [*****] period, notify the Supplier thereof in writing with a detailed description of the defects for purposes of the Supplier’s inspection. Upon receiving such notice, the Parties shall follow the Return Material Authorization Policy (the “RMA Policy”) set forth in Exhibit E attached hereto and shall take such actions as are set forth in the RMA Policy. 9.3. Notwithstanding anything to the contrary, the Supplier shall not be liable to the Purchaser or to any third party for any defects in the Products that have been caused by any act or omission of Purchaser, including the Purchaser’s misuse or unauthorized modification or alternation of the Products, or by any defect in the Licensed Materials. 9.4. The Supplier represents that it has sufficient production capacity for the supply of the Products to the Purchaser and to meet the Purchaser’s needs for the Products as set forth in the Base Plan. 9.5. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS ARTICLE 9, THE SUPPLIER MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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Related to Supplier Representations, Warranties and Covenants

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Buyer’s Representations, Warranties and Covenants Buyer represents, warrants and covenants:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that: (a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor; (b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors; (c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.

  • Purchaser’s Representations, Warranties and Covenants In order to induce the Issuer to sell and issue the Securities to the Purchaser under one or more exemptions from registration under the Securities Act, the Purchasers, severally and not jointly, represent and warrant to the Issuer, and covenant with the Issuer, that: (i) Such Purchaser has the requisite power and authority to enter into and perform this Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to purchase the Securities in accordance with the terms hereof and thereof. (ii) The execution and delivery of the Transaction Documents by the Purchaser and the consummation by it of the transactions contemplated thereby have been duly and validly authorized by the Purchaser's organizational documents and no further consent or authorization is required by the Purchaser. (iii) The Transaction Documents have been duly and validly executed and delivered by the Purchaser. (iv) The Transaction Documents, and each of them, constitutes the valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. (b) The execution, delivery and performance of the Transaction Documents by the Purchaser and the consummation by the Purchaser of the transactions contemplated thereby will not conflict with or constitute a default under any agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound. (c) The Purchaser is acquiring the Securities for investment for its own account, and not with a view toward distribution thereof, and with no present intention of dividing its interest with others or reselling or otherwise transferring or disposing all or any portion of either the Notes or Warrants. The undersigned has not offered or sold a participation in this purchase of either the Notes or Warrants, and will not offer or sell any interest therein. The Purchaser further acknowledges that the Purchaser does not have in mind any sale of either the Notes or Warrants currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined events or consequence; and that it has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of either the Notes or Warrants and is not aware of any circumstances presently in existence that are likely in the future to prompt a disposition thereof. (e) The Purchaser acknowledges that the Securities have been offered to it in direct communication between itself and the Issuer and not through any advertisement of any kind. (f) The Purchaser acknowledges that the Issuer has given it access to all information relating to the Issuer’s business that it has requested. The Purchaser has reviewed all materials relating to the Issuer's business, finance and operations which it has requested and the Purchaser has reviewed all of such materials as the Purchaser, in the Purchaser’s sole and absolute discretion shall have deemed necessary or desirable. The Purchaser has had an opportunity to discuss the business, management and financial affairs of the Issuer with the Issuer's management. Specifically but not by way of limitation, the Purchaser acknowledges the Issuer’s publicly available filings made periodically with the SEC, which filings are available at xxx.xxx.xxx and which filings the Purchaser acknowledges reviewing or having had the opportunity of reviewing. (g) The Purchaser acknowledges that it has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (i) evaluating the merits and risks of an investment in the Securities and making an informed investment decision in connection therewith; (ii) protecting its own interest; and (iii) bearing the economic risk of such investment for an indefinite period of time for Securities which are not transferable or freely tradable. The undersigned hereby agrees to indemnify the Issuer thereof and to hold each of such persons and entities, and the officers, directors and employees thereof harmless against all liability, costs or expenses (including reasonable attorneys’ fees) arising by reason of or in connection with any misrepresentation or any breach of warranties of the undersigned contained in this Agreement, or arising as a result of the sale or distribution of the Securities or the Common Stock issuable upon conversion of the Notes or exercise of the Warrants, by the undersigned in violation of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other applicable law, either federal or state. This subscription and the representations and warranties contained herein shall be binding upon the heirs, legal representatives, successors and assigns of the Purchaser (h) The Purchaser is familiar with the definition of an "accredited investor" as that term is defined in Rule 501(a) of Regulation D of the Securities Act and represents and warrants to the Issuer that it is an accredited investor as so defined. If the Purchaser is not a resident of the United States, the Purchaser is not a “U.S. person[s]” as that term is defined in Rule 902 of Regulation S promulgated under the Securities Act of 1933, as amended. (i) During the term of this Agreement and the other Transaction Documents, the Purchaser will comply with the provisions of Section 9 of the Exchange Act, and the rules and regulations promulgated thereunder, with respect to transactions involving the Common Stock. During the term of this Agreement and the other Transaction Documents, the Purchaser agrees not to sell the Issuer's Common Stock short or engage in any hedging transactions in the Issuer’s Common Stock, either directly or indirectly, through its affiliates, principals, agents or advisors. (j) The Purchaser is aware of the restrictions of transferability of both the Notes and the Warrants, and the shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants, and further understands and acknowledges that any certificates evidencing the Notes, the Warrants or the shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants will bear the legends in substantially the following form: (k) The Purchaser understands and acknowledges that following the purchase of the Notes, the Warrants and any shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants, each may only be disposed of pursuant to either (i) an effective registration statement under the Securities Act or (ii) an exemption from the registration requirements of the Securities Act. (l) The Purchaser understands and acknowledges that the Issuer has neither filed a registration statement with the SEC or any state authorities nor agreed to do so, nor contemplates doing so in the future for the transactions contemplated by this Agreement or the other Transaction Documents, and in the absence of such a registration statement or exemption, the undersigned may have to hold the Notes, the Warrants and any shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants, indefinitely and may be unable to liquidate any of them in case of an emergency. (m) The Purchaser is purchasing the Notes and Warrants, and will acquire any shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants, for its own account for investment purposes and not with a view towards distribution and agrees to resell or otherwise dispose of any of the Notes or the Warrants, or any shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants, in accordance with the registration provisions of the Securities Act (or pursuant to an exemption from such registration provisions). (n) The Purchaser is not and will not be required to be registered as a "dealer" under the Exchange Act, either as a result of its execution and performance of its obligations under this Agreement or otherwise. (o) The Purchaser understands and acknowledges that proceeds raised in connection with this Agreement will be used by Issuer for general working capital purposes, including without limitation, the payment of salaries and professional fees. (p) The Purchaser understands that it is liable for its own tax liabilities and has obtained no tax advice from the Issuer in connection with the purchase of the Securities. (q) The Purchaser will not pay or receive any finder’s fee or commission in respect of the consummation of the transactions contemplated by this Agreement.

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that: (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and possesses all requisite authority, power, licenses, permits and franchises to carry on its business as currently conducted by it and to execute, deliver and comply with its obligations under the terms of this Agreement. (ii) This Agreement has been duly and validly authorized, executed and delivered by the Seller and, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by (A) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of creditors' rights in general, and (B) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (iii) The execution and delivery of this Agreement by the Seller and the Seller's performance and compliance with the terms of this Agreement will not (A) violate the Seller's organizational documents, (B) violate any law or regulation or any administrative decree or order to which the Seller is subject, or (C) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Seller is a party or by which the Seller is bound. (iv) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency or body, which default might have consequences that would, in the Seller's reasonable and good faith judgment, materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or have consequences that would materially and adversely affect its performance hereunder. (v) The Seller is not a party to or bound by any agreement or instrument or subject to any organizational document or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that would, in the Seller's reasonable and good faith judgment, materially and adversely affect the ability of the Seller to perform its obligations under this Agreement or that requires the consent of any third person to the execution and delivery of this Agreement by the Seller or the performance by the Seller of its obligations under this Agreement. (vi) Except for the recordation and/or filing of assignments and other transfer documents with respect to the Mortgage Loans, as contemplated by Section 2(d) hereof, no consent, approval, authorization or order of, registration or filing with, or notice to, any court or governmental agency or body, is required for the execution, delivery and performance by the Seller of or compliance by the Seller with this Agreement or the consummation of the transactions contemplated by this Agreement; and no bulk sale law applies to such transactions. (vii) No litigation is pending or, to the best of the Seller's knowledge, threatened against the Seller that would, in the Seller's good faith and reasonable judgment, prohibit its entering into this Agreement or materially and adversely affect the performance by the Seller of its obligations under this Agreement. (viii) Under generally accepted accounting principles ("GAAP") and for federal income tax purposes, the Seller will report the transfer of the Mortgage Loans to the Purchaser, as provided herein, as a sale of the Mortgage Loans to the Purchaser in exchange for the consideration specified in Section 1 hereof. In connection with the foregoing, the Seller shall cause all of its records to reflect such transfer as a sale (as opposed to a secured loan). The consideration received by the Seller upon the sale of the Mortgage Loans to the Purchaser will constitute at least reasonably equivalent value and fair consideration for the Mortgage Loans. The Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, the sale of the Mortgage Loans to the Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of the creditors of the Seller. After giving effect to its transfer of the Mortgage Loans to the Purchaser, as provided herein, the value of the Seller's assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of the Seller's debts and obligations, including contingent and unliquidated debts and obligations of the Seller, and the Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business. The Mortgage Loans do not constitute all or substantially all of the assets of the Seller. The Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature. (ix) No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Seller are pending or contemplated. (b) The Seller hereby makes, for the benefit of the Purchaser, with respect to each Mortgage Loan, as of the Closing Date or as of such other date expressly set forth therein, each of the representations and warranties made by the initial Purchaser pursuant to Section 2.04(b) of the Pooling and Servicing Agreement, except that all references therein to the "Depositor" shall be deemed to be references to the Seller and all references therein to the Mortgage Pool shall be deemed to be references to all the Securitized Loans.

  • Perfection Representations, Warranties and Covenants The Seller hereby makes the perfection representations, warranties and covenants set forth on Schedule B hereto to the Issuer and the Issuer shall be deemed to have relied on such representations, warranties and covenants in acquiring the Receivables.

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and validly existing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. 2.2. The Company represents and warrants that the Policies are currently and at the time of issuance will be treated as life insurance policies, endowment or annuity contracts under applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), that it will maintain such treatment and that it will notify the Trust or MFS immediately upon having a reasonable basis for believing that the Policies have ceased to be so treated or that they might not be so treated in the future. 2.3. The Company represents and warrants that it, as the underwriter for the Policies, is a member in good standing of the NASD and is a registered broker-dealer with the SEC. The Company represents and warrants that, to the extent it sells the Policies directly, it will sell and distribute such policies in accordance in all material respects with all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 0000 Xxx. 2.4. The Trust and MFS represent and warrant that the Shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with the laws of The Commonwealth of Massachusetts and all applicable federal and state securities laws and that the Trust is and shall remain registered under the 1940 Act. The Trust shall amend the registration statement for its Shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its Shares. The Trust shall register and qualify the Shares for sale in accordance with the laws of the various states only if and to the extent deemed necessary by the Trust. 2.5. MFS represents and warrants that the Underwriter is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. The Trust and MFS represent that the Trust and the Underwriter will sell and distribute the Shares in accordance in all material respects with all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act. 2.6. The Trust represents that it is lawfully organized and validly existing under the laws of The Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act and any applicable regulations thereunder. 2.7. MFS represents and warrants that it is and shall remain duly registered under all applicable federal securities laws and that it shall perform its obligations for the Trust in compliance in all material respects with any applicable federal securities laws and with the securities laws of The Commonwealth of Massachusetts. MFS represents and warrants that it is not subject to state securities laws other than the securities laws of The Commonwealth of Massachusetts and that it is exempt from registration as an investment adviser under the securities laws of The Commonwealth of Massachusetts. 2.8. The Company shall submit to the Board such reports, material or data as the Board may reasonably request from time to time so that it may carry out fully the obligations imposed upon it by the conditions contained in the exemptive application pursuant to which the SEC has granted exemptive relief to permit mixed and shared funding (the "Mixed and Shared Funding Exemptive Order").

  • Additional Representations, Warranties and Covenants With respect to each of its Accounts, Borrower represents, warrants and covenants unto Agent and Lenders that: (A) they are and shall be genuine, in all respects what they purport to be and are not evidenced by a judgment; (B) they represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in the invoices and other documents delivered to Agent with respect thereto; (C) the amounts thereof, which may be shown on any invoices and statements delivered to Agent with respect thereto, are and shall be actually and absolutely owing to Borrower and are not contingent for any reason; (D) no payments have been or shall be made thereon except payments delivered to Borrower in the ordinary course of business; (E) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made and will not make any agreement with any Account Debtor for any deduction therefrom, except regular discounts allowed by Borrower in the ordinary course of its respective businesses for prompt payment; (F) there are no facts, events or occurrences known to Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (G) to Borrower’s knowledge, all Account Debtors have the capacity to contract and are solvent; (H) the services furnished or Goods sold giving rise thereto are not subject to any Lien, except the security interest and Liens of Agent and Lenders; (I) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (J) Borrower has no knowledge of any proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial condition.

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

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