The Company Warranties Sample Clauses

The Company Warranties. The Company hereby warrants that: (a) Company is a private limited company duly established under the Laws of Bangladesh and (i) has all requisite corporate power and authority (ii) has complied with all requirements under the Laws of Bangladesh; and (iii) has all permits, licenses and approvals required by any Government Authority; to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this Agreement; (b) The execution, delivery and performance by Company of this Agreement has been duly authorized by all necessary corporate or Government action; (c) This Agreement shall be a valid and binding obligation of Company from the Project Effective Date; (d) It is duly created under the Laws of Bangladesh and has, so far as it is material to the Narayanganj City Corporation, complied fully with all applicable Laws of Bangladesh; (e) To the best of Company’s knowledge, there is no pending or threatened action or proceeding against Company before any court, Government Authority or arbitrator that could reasonably be expected to affect the ability of Company to perform its obligations hereunder or which could reasonably be expected to affect the legality, validity or enforceability of this Agreement (as in effect on the date hereof).
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The Company Warranties. The Company warrants to the Investors that each Company's Warranty in Schedule 5 is true, accurate and not misleading at the date of this Agreement. For every day during the period between the date of this Agreement and the Completion Date (including the Completion Date), the Company is deemed to warrant to the Investors that each Company's Warranty in Schedule 5 is true, accurate and not misleading by reference to the facts and circumstances then subsisting. For this purpose only, where there is an express or implied reference in any of the Company Warranties to the "date of this Agreement", that reference is to be construed as a reference to the relevant date.
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The Company Warranties. 1. The Company is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which it conducts business and the failure to so qualify would have a material adverse effect on its financial condition, business or properties. 2. The Company is solvent, has full power and authority, and has obtained all necessary consents and approvals, to enter into and deliver this Agreement and any other document or agreement contemplated by this Agreement, and to exercise its rights and perform its obligations hereunder and all corporate and other actions required to authorise its execution of this Agreement and any other document or agreement contemplated by this Agreement and its performance of its obligations hereunder have been duly taken. 3. When executed and delivered by the Company, this Agreement and any other document or agreement contemplated by this Agreement will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms. 4. The execution, delivery and performance of this Agreement and any other document or agreement contemplated by this Agreement by the Company does not: (a) violate in any respect the laws and documents incorporating and constituting the Company; (b) result in the creation or imposition of any encumbrance on any of its assets pursuant to the provisions of any agreement or other undertaking to which the Company is a party or which is binding upon it or any of its assets; or (c) violate any agreement or other undertaking to which any of the Company is a party or which is binding upon it or any of its assets. UNANIMOUS WRITTEN RESOLUTIONS OF MEMBERS OF THE COMPANY DATED MARCH 22, 2007. The undersigned, being the legal and beneficial owners of all the issued share capital of the Company, DO HEREBY ADOPT the following resolutions with immediate effect: RESOLVED, AS A SPECIAL RESOLUTION, THAT:
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The Company Warranties. The goods manufactured by the company will be provided with a 1-year structural warranty for the benefit of the customer the benefit of the warranty is not transferable, and the warranty will not cover any damage sustained by misuse by the customer or third party. Certain elements of the goods will be bought in and in such circumstances the company cannot provide a warranty other than that provided by the manufacturer or supplier of that material. The company warrants the installation of the goods for one year. No warranties as outlined above or at all will be given by the company if the customer does not pay in full the contract price as agreed.
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The Company Warranties. 1. Each member of the Company Group is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each member of the Company Group has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which it conducts business and the failure to so qualify would have a material adverse effect on its financial condition, business or properties. 2. Each member of the Company Group is solvent, has full power and authority, and has obtained all necessary consents and approvals, to enter into and deliver this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement, and to exercise its rights and perform its obligations hereunder and all corporate and other actions required to authorise its execution of this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement and its performance of its obligations hereunder have been duly taken. 3. When executed and delivered by each member of the Company Group, this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement will constitute a valid and legally binding obligation of each member of the Company Group, enforceable in accordance with its terms. 4. The execution, delivery and performance of this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement by each member of the Company Group does not: (a) violate in any respect the laws and documents incorporating and constituting each member of the Company Group; (b) result in the creation or imposition of any encumbrance on any of its assets pursuant to the provisions of any agreement or other undertaking to which any member of the Company Group is a party or which is binding upon it or any of its assets; or (c) violate any agreement or other undertaking to which any of the Company Group is a party or which is binding upon it or any of its assets. 5. The authorized capital of the Purchaser is and as of the Completion will be US$50,000. The authorized capital of the Purchaser consists, or will consist, immediately prior to the Completion of:
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The Company Warranties. The Company hereby represents and warrants to GWS that (1.) The Company owns all The Company Supplied Materials provided to GWS hereunder or has obtained all rights and permissions required to have such The Company Supplied Materials used and or distributed electronically by GWS in accordance with the terms of this Agreement without infringing on any trademark, copyright, contract, property or intellectual property rights of any third party; (2) Such use and/or distribution by GWS and GWS’ performance of the Services associated therewith will not infringe any trademark, copyright, contract, property or intelluectual property rights of any third party; (3) such The Company Supplied Materials do not contain matter which constitutes libel or defamation or and invasion of the right of privacy or publicity of any individual ; and (4) such The Company Supplied Materials do not contain obscene or pornographic matter.
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The Company Warranties. The Company represents and warrants to BMS that the Company shall adhere to all applicable Laws relating to the handling, storage and disposal of each Product.
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The Company Warranties. The Company hereby represents and warrants to the Investor that except as Disclosed in the Disclosure Schedule, the following representations and warranties are true, complete and correct as of the date hereof and the Completion Date. The Disclosure Schedule shall be arranged in clauses corresponding to the numbered and lettered sections and subsections set forth below and each item shall be deemed to be disclosed for the purposes of all sections of this Agreement and the Disclosure Schedule to the extent that it is reasonably apparent on the face of the disclosures that such item is applicable to such other sections of this Agreement and the Disclosure Schedule.
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Related to The Company Warranties

  • Company Warranties The Company represents and warrants to the Purchaser that:

  • Buyer Warranties 38.1 The Buyer represents and warrants that: (a) it has full power and capacity to enter into this Contract; (b) it has the financial capacity to perform its obligations; (c) it does not require the consent of any third party to this Contract or to perform its obligations; (d) they are aware of the rights given to purchasers by sections 217-219 (inclusive)of the Act ; (e) that any alteration, variation or matter referred to in clause 13 of this Contract will not materially prejudice their position and the Buyer agrees to be bound by any such matters or alterations; (f) it has not relied on or been induced to enter into this Contract by any representation or warranty made by the Seller, a consultant of the Seller, an agent of the Seller or any other person other than as expressly set out in this Contract; (g) it has relied on its own independent investigations and enquiries about the Scheme, the development and the Lot in entering into this Contract; (h) it has had the opportunity to obtain independent legal, financial, taxation and accounting advice in relation to the Lot and this Contract; and (i) the Buyer was not introduced to the lot by any person other than the Agent. 38.2 The Buyer agrees that information in brochures, models or other material of any description in connection with the sale of the Lot are indicative only and are not to be relied on or if relied on, the Buyer acknowledges that it elects to do so at its own risk and with full understanding that the Lot and Scheme may vary from the information in those items as represented in any of them, in accordance with the terms of this Contract. Where there is any inconsistency between plans, the sizes, dimensions and measurements on the draft survey plan contained in the Disclosure Statement (as amended from time to time) prevails. 38.3 The Buyer acknowledges and agrees that it has had the opportunity, prior to signing this Contract, to obtain an independent valuation in relation to the Lot and that no representations or warranties about the likely value of the lot at completion has been made by the Seller, a consultant of the Seller, an agent of the Seller. 38.4 The Buyer acknowledges and agrees that it had the opportunity to investigate the Land and the financial viability and/or performance of any investment in the Lot prior to signing this Contract and during the statutory 5 day cooling off period.

  • Seller Warranties 20.1 The Seller warrants that at the Date of this Contract: (a) the Seller will be able to complete at Completion; (b) the Seller has no knowledge of any unsatisfied judgment, order or writ affecting the Land; (c) the Seller has no knowledge of any current or threatened claims, notices or proceedings that may lead to a judgment, order or writ affecting the Land; and (d) the Seller is not aware of any material change in the matters disclosed in the Housing Development Requirements. 20.2 The Seller warrants that on Completion: (a) the Seller will have the capacity to complete; (b) there will be no unsatisfied judgment, order or writ affecting the Land; (c) the Seller has no knowledge of any current or threatened claims, notices or proceedings that may lead to a judgment order or writ affecting the Land; and (d) the Seller is not aware of any encroachments by or upon the Land except as disclosed. This warranty does not extend to the location of any dividing fence. 20.3 The Seller gives no warranties as to the present state of repair of any of the Improvements or condition of the Land, except as required by law.

  • Your Warranties You warrant that You have validly entered into this Agreement and have the legal power to do so.

  • Client Warranties a) Client shall fully brief Oracle as to its requirements or objectives prior to entering into the Agreement and shall keep Oracle so briefed during the term of the Agreement. b) Client shall cooperate with Oracle in all matters relating to the Services and shall, at its own expense, supply Oracle with all materials and data reasonably requested by Oracle from time to time for the proper provision of the Services. c) Client shall respond promptly to any request by Oracle for materials or approval and within any deadline reasonably required by Oracle to provide the Services.

  • Purchaser Warranties 8.1. The Purchaser warrants to the Seller as at the Execution Date, and, save as expressly provided otherwise, as at the Completion Date in terms of the warranties set out in Schedule 4 (“Purchaser Warranties”). 8.2. The Purchaser acknowledges that the Seller has entered into this Agreement in reliance on, amongst others things, the Purchaser Warranties. 8.3. If after the Execution Date (i) it is brought to the knowledge of the Purchaser that any of the Purchaser Warranties were untrue, inaccurate or misleading in any material respect as of the Execution Date, or (ii) any event occurs or any matter arises which to the knowledge of the Purchaser results or could reasonably be expected to result in any of the Purchaser Warranties being untrue, inaccurate or misleading in any material respect at Completion had the Purchaser Warranties been repeated as at the Completion Date, the Purchaser shall notify the Seller in writing as soon as reasonably practicable and in any event prior to the Completion Date. Any such notifications shall be disregarded with respect to determining whether the condition set forth in Clause 3.1(iii) has been satisfied and for the purposes of Clause 10.

  • Service Warranties Contractor warrants that: (i) the Services will be rendered with promptness and diligence and will be executed in a workmanlike manner, in accordance with the practices and professional standards used in well-managed operations performing services similar to the Services; and (ii) Contractor will perform the Services in the most cost-effective manner consistent with the required level of quality and performance. Contractor warrants that each Deliverable will conform to and perform in accordance with the requirements of this Agreement and all applicable specifications and documentation. For each such Deliverable, the foregoing warranty shall commence for such Deliverable upon the JBE’s acceptance of such Deliverable, and shall continue for a period of one (1) year following acceptance. In the event any Deliverable does not to conform to the foregoing warranty, Contractor shall promptly correct all nonconformities to the satisfaction of the JBE.

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date: a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the "1933 Act") or which would render the disposition of any Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction other than the Purchaser.

  • Seller’s Warranties 10.1 Each of the Sellers warrants to the Buyers, in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:

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