Supplier representations, warranties and undertakings Sample Clauses

Supplier representations, warranties and undertakings. The Supplier represents, warrants and undertakes to the Customer that as at the date of this Agreement: unless disclosed in writing to the Customer, it has not taken any action, nor have any other steps been taken or legal proceedings commenced or, so far as it is aware, threatened against it for its winding-up or dissolution or for any similar or analogous proceedings in any jurisdiction, or for it to enter into any arrangement or composition for the benefit of creditors, or for the appointment of a receiver, administrative receiver, trustee or similar officer; no claim exists or is being assessed and no litigation, arbitration, administrative proceedings or regulatory investigations are presently in progress or, to the best of its knowledge, pending or threatened against it or any of its assets that will or might have a material adverse affect on its ability to perform its obligations under this Agreement; throughout the Term of this Agreement, it has and will have authority to grant to the Customer any rights to be granted under this Agreement and it owns, has obtained or will obtain valid licences for all IPR necessary for the fulfilment of all its obligations under this Agreement; throughout the Term of this Agreement, it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by the Customer; throughout the Term of this Agreement, on behalf of itself and its Affiliates or Parent Company, in the three (3) Years prior to the date of this Agreement and throughout the Term: it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and it has not performed any act or omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or on its ability to fulfil its obligations under this Agreement; throughout the Term of this Agreement, the Customer shall obtain good title to the Electricity Products receiv...
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Supplier representations, warranties and undertakings. The Supplier represents, warrants and undertakes to the Customer that as at the date of this Agreement:
Sample 1

Related to Supplier representations, warranties and undertakings

  • REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 3.1 Each Party hereby represents and warrants to the other Party that, as of the date this Contract Amendment No. 1 is signed and as of the Effective Date of this Contract Amendment No. 1:

  • WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS 6.1. The Supplier warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period that:

  • Representations Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • WARRANTIES AND UNDERTAKINGS 17.1 Each Party warrants to the other that:

  • REPRESENTATIONS, WARRANTIES, AND AGREEMENTS Section 6.01.

  • Representations, Warranties and Covenants of Recipient Recipient represents, warrants and covenants for the benefit of the Grantor as follows:

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

  • REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION You represent and warrant that: (i) You own or control all rights necessary to make the grant of rights, licenses, and permissions listed in Section 2, and that the exercise of such rights, licenses, and permissions shall not violate or infringe the rights of any third party, and (ii) any use of the Custom Codes shall be in accordance with the terms of this Exhibit C and shall not infringe any third party rights or violate any applicable laws, directives, rules, and regulations of any governmental authority in the Territory or anywhere else in the world. You agree to indemnify and hold Apple, its subsidiaries and affiliates (and their respective directors, officers, and employees) harmless from all losses, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions, or other proceedings arising from a breach of the representations and warranties set for h in this Section, or a breach of any other term of the Agreement and this Schedule 1.

  • Representations, Warranties and Indemnities You represent and warrant to Prime Publishing and its Affiliates that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Paragraphs 3 and 5 above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to Prime Publishing by you, and Prime Publishing's and its Affiliates' exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by Prime Publishing and its Affiliates as permitted hereunder, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, and (f) all factual statements submitted by you are accurate and not misleading. You agree to indemnify, defend, and hold Prime Publishing and its Affiliates harmless from all claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from your breach of any representation or warranty set forth in this paragraph. 8)

  • G2 Warranties and Representations G2.1 The Contractor warrants and represents for the duration of the Contract that:

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