Representations & Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement.
14.2 The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:
14.2.1 will not result in a breach of any other Agreement to which it is a party; and
14.2.2 will not, to the best of its knowledge and belief, infringe the rights of any third party; and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for third party claims on such a basis.
Your Warranties You warrant that You have validly entered into this Agreement and have the legal power to do so.
Manufacturer’s Warranties If a Lease Vehicle is covered by a Manufacturer’s warranty, the Lessee, during the Vehicle Term for such Lease Vehicle, shall have the right to make any claims under such warranty that the Lessor could make.
Our Warranties We warrant that (i) the Services shall perform materially in accordance with the User Manual, and (ii) the functionality of the Services will not be materially decreased during a Subscription Term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 13.3 (Termination for Cause) and Section 13.4 (Refund or Payment upon Termination) below.
Reciprocal Representations and Warranties The Seller/Servicer and Residential Funding each represents and warrants to the other that as of the date of this Contract:
(1) Each party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, is qualified, if necessary, to do business and in good standing in each jurisdiction in which it is required to be so qualified, and has the requisite power and authority to enter into this Contract and all other agreements which are contemplated by this Contract and to carry out its obligations hereunder and under the Guides and under such other agreements.
(2) This Contract has been duly authorized, executed and delivered by each party and constitutes a valid and legally binding agreement of each party enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation pending or threatened, and no basis therefor is known to either party, that could affect the validity or prospective validity of this Contract.
(4) Insofar as its capacity to carry out any obligation under this Contract is concerned, neither party is in violation of any charter, articles of incorporation, bylaws, mortgage, indenture, indebtedness, agreement, instrument, judgment, decree, order, statute, rule or regulation and none of the foregoing adversely affects its capacity to fulfill any of its obligations under this Contract. Its execution of, and performance pursuant to, this Contract will not result in a violation of any of the foregoing.
SUPPLIER’S WARRANTIES 16.1 The Supplier represents, warrants and undertakes to the Authority that:
16.1.1 the Supplier has the full right, power and authority to enter into and perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disrepute.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.
Mutual Representations, Warranties and Covenants Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party as follows:
General Warranties Seller warrants that (a) Goods are new and do not contain any used or reconditioned parts or materials, unless otherwise specified or approved by AGILENT;
(b) Goods are manufactured by or for the original manufacturer and do not contain any counterfeit materials.
(c) Goods and results of the Services do not use or incorporate any freeware, shareware or open source software, unless otherwise specified or approved by AGILENT; and (d) all Services shall be performed in a professional manner.
GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:
