Common use of Supplier’s Representations and Warranties Clause in Contracts

Supplier’s Representations and Warranties. A.2.1 The Supplier hereby represents and warrants to the Bank that (i) it is duly incorporated in the jurisdiction that it has specified to the Bank in this Contract; (ii) there are no insolvency proceedings against it of any kind; (iii) it has the licenses and permits and fulfills all legal and administrative requirements that are necessary for the performance of this Contract; (iv) it has sufficient resources and expertise to provide the Deliverables; (v) the entry into force and the performance of this Contract will not result in the breach of laws, enactments, orders, regulations or standards to which the Supplier is subject (including those of an environmental, labor and social nature) or other agreements made between the Supplier and third parties; (vi) it is not aware of any infringement by it of any third party’s rights that would result from the Supplier entering into and performing this Contract; and (vii) the Bank’s Information provided by the Bank to the Supplier will be held at all times within the jurisdiction(s) specified in section A.13.4. A.2.2 With respect to the Goods (if any), the Supplier further warrants to the Bank that (i) the Goods are of merchantable quality, are free from defects in material and workmanship, (ii) the Supplier has full title to the Goods and that these will be free of all liens, claims, security interests or other encumbrances at the time the title in the Goods passes to the Bank, and (iii) to the best of the Supplier’s knowledge, the Goods are fit for the purposes intended by the Bank. A.2.3 With respect to the Services (if any), the Supplier further warrants to the Bank that (i) it will at all times ensure the diligent, due and proper execution of the Services by its officers, employees, agents and subcontractors, and (ii) it will use up-to-date, relevant professional techniques and standards in accordance with Good Industry Practice.

Supplier’s Representations and Warranties. A.2.1 The Supplier hereby represents and warrants to Buyer that: (a) it is a corporation, duly organized, validly existing and in good standing under the Bank that laws of the State of Connecticut; (b) it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement; (c) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; (d) the execution of this Agreement by its Representative whose signature is set forth at the end of this Agreement, and the delivery of this Agreement by Supplier, have been duly authorized by all necessary action on the part of Supplier; (e) the execution, delivery, and performance of this Agreement by Buyer will not violate, conflict with, require consent under or result in any breach or default under (i) any of Supplier’s organizational documents, (ii) any applicable Law or (iii) with or without notice or lapse of time or both, the provisions of any agreement with any third party; (f) this Agreement has been executed and delivered by Supplier and (assuming due authorization, execution and delivery by Buyer) constitutes the legal, valid and binding obligation of Supplier, enforceable against Supplier in accordance with its terms; (g) it is in compliance with all applicable laws and third party agreement relating to this Agreement, the Products and the operation of its business (including all loan covenants and other financing obligations to which it is subject); (h) it has obtained all licenses, authorizations, approvals, consents or permits required by applicable laws to conduct its business generally and to exercise its rights and perform its obligations under this Agreement; and (i) it is duly incorporated in the jurisdiction that it has specified to the Bank in this Contract; (ii) there are no insolvency proceedings against it not insolvent and is paying all of any kind; (iii) it has the licenses and permits and fulfills all legal and administrative requirements that are necessary for the performance of this Contract; (iv) it has sufficient resources and expertise to provide the Deliverables; (v) the entry into force and the performance of this Contract will not result in the breach of laws, enactments, orders, regulations or standards to which the Supplier is subject (including those of an environmental, labor and social nature) or other agreements made between the Supplier and third parties; (vi) it is not aware of any infringement by it of any third party’s rights that would result from the Supplier entering into and performing this Contract; and (vii) the Bank’s Information provided by the Bank to the Supplier will be held at all times within the jurisdiction(s) specified in section A.13.4its debts as they become due. A.2.2 With respect to the Goods (if any), the Supplier further warrants to the Bank that (i) the Goods are of merchantable quality, are free from defects in material and workmanship, (ii) the Supplier has full title to the Goods and that these will be free of all liens, claims, security interests or other encumbrances at the time the title in the Goods passes to the Bank, and (iii) to the best of the Supplier’s knowledge, the Goods are fit for the purposes intended by the Bank. A.2.3 With respect to the Services (if any), the Supplier further warrants to the Bank that (i) it will at all times ensure the diligent, due and proper execution of the Services by its officers, employees, agents and subcontractors, and (ii) it will use up-to-date, relevant professional techniques and standards in accordance with Good Industry Practice.

Supplier’s Representations and Warranties. A.2.1 The Supplier hereby represents and warrants to the Bank that (i) it is duly incorporated in the jurisdiction that it has specified to the Bank in this Contract; (ii) there are no insolvency proceedings against it of any kind; (iii) it has the licenses and permits and fulfills all legal and administrative requirements that are necessary for the performance of this Contract; (iv) it has sufficient resources and expertise to provide the Deliverables; (v) the entry into force and the performance of this Contract will not result in the breach of laws, enactments, orders, regulations or standards to which the Supplier is subject (including those of an environmental, labor and social nature) or other agreements made between the Supplier and third parties; (vi) it is not aware of any infringement by it of any third party’s rights that would result from the Supplier entering into and performing this Contract; and (vii) the Bank’s Information provided by the Bank to the Supplier will be held at all times within the jurisdiction(s) specified in section A.13.4. A.2.2 With respect to the Goods (if any), the Supplier further warrants to the Bank that (i) the Goods are of merchantable quality, are free from defects in material and workmanship, (ii) the Supplier has full title to the Goods and that these will be free of all liens, claims, security interests or other encumbrances at the time the title in the Goods passes to the Bank, and (iii) to the best of the Supplier’s knowledge, the Goods are fit for the purposes intended by the Bank. A.2.3 With respect to the Services (if any), the Supplier further warrants to the Bank that that (i) it will at all times ensure the diligent, due and proper execution of the Services by its officers, employees, agents and subcontractors, and (ii) it will use up-to-date, relevant professional techniques and standards in accordance with Good Industry Practice, and (iii) the Services will conform with any requirements or specification set out in this Contract including in any Statement of Work or equivalent, as well as in any similar document subsequently agreed between the Parties.

Supplier’s Representations and Warranties. A.2.1 The Supplier hereby represents represents, warrants, and warrants covenants to Buyer that: (a) Supplier is a corporation, duly organized, validly existing and in good standing under the Bank that laws of Michigan; (b) Supplier is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement; (c) Supplier has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (d) the execution of this Agreement by its Representative whose signature is set forth at the end of this Agreement, and the delivery of this Agreement by Supplier, have been duly authorized by all necessary action on the part of Supplier; (e) the execution, delivery, and performance of this Agreement by Supplier will not violate, conflict with, require consent under, or result in any breach or default under (i) any of Supplier’s organizational documents, (ii) any applicable Law, or (iii) with or without notice or lapse of time or both, the provisions of any applicable Supplier Contract; (f) this Agreement has been executed and delivered by Supplier and (assuming due authorization, execution, and delivery by Bxxxx) constitutes the legal, valid, and binding obligation of Supplier, enforceable against Supplier in accordance with its terms; (g) it is in compliance with all applicable Laws and Supplier Contracts relating to this Agreement, the Products and the operation of its business (including all loan covenants and other financing obligations to which it is subject); (h) it has obtained all licenses, authorizations, approvals, consents, or Permits required by applicable Laws to conduct its business generally and to exercise its rights and perform its obligations under this Agreement; (i) it is duly incorporated in the jurisdiction not insolvent and is paying all of its debts as they become due; and (j) all financial information that it has specified provided to the Bank in this Contract; (ii) there are no insolvency proceedings against it of any kind; (iii) it has the licenses Buyer is true and permits accurate and fulfills all legal and administrative requirements that are necessary for the performance of this Contract; (iv) it has sufficient resources and expertise to provide the Deliverables; (v) the entry into force and the performance of this Contract will not result in the breach of laws, enactments, orders, regulations or standards to which the Supplier is subject (including those of an environmental, labor and social nature) or other agreements made between the Supplier and third parties; (vi) it is not aware of any infringement by it of any third partyfairly represents Supplier’s rights that would result from the Supplier entering into and performing this Contract; and (vii) the Bank’s Information provided by the Bank to the Supplier will be held at all times within the jurisdiction(s) specified in section A.13.4. A.2.2 With respect to the Goods (if any), the Supplier further warrants to the Bank that (i) the Goods are of merchantable quality, are free from defects in material and workmanship, (ii) the Supplier has full title to the Goods and that these will be free of all liens, claims, security interests or other encumbrances at the time the title in the Goods passes to the Bankfinancial condition, and (iii) to the best of the Supplier’s knowledge, the Goods are fit for the purposes intended by the Bank. A.2.3 With respect to the Services (if any), the Supplier further warrants to the Bank that (i) it will at all times ensure the diligent, due and proper execution of the Services by its officers, employees, agents and subcontractors, and (ii) it will use up-to-date, relevant professional techniques and standards has been prepared in accordance with Good Industry PracticeGAAP, uniformly and consistently applied.