Warranties and Commitments Sample Clauses
The 'Warranties and Commitments' clause sets out the specific promises and assurances each party makes regarding their ability and intention to fulfill the contract. This clause typically details representations about legal authority, compliance with laws, and the accuracy of information provided, and may include ongoing obligations such as maintaining certain standards or refraining from prohibited actions. Its core function is to allocate risk and establish a clear baseline of trust, ensuring that both parties have reliable expectations about each other's conduct and the validity of the agreement.
POPULAR SAMPLE Copied 1 times
Warranties and Commitments. Maker warrants and agrees that:
A. Maker has, or immediately will acquire, full title to collateral, and shall at all times keep collateral free of all liens and claims whatsoever, other than the security interest under this Promissory Note and Security Agreement.
B. Maker shall not sell, transfer, lease, or otherwise dispose of any of collateral or any interest in collateral except with the prior written consent of Secured Party.
C. Maker shall at all times keep collateral in good order and repair, excepting any loss, damage, or destruction that is fully covered by proceeds of insurance or that results from ordinary use.
D. Maker shall at all times keep collateral insured against loss, damage, theft, and other risks, in such amounts, with such companies and under such policies and in such form as shall be satisfactory to Secured Party. Such policies shall provide that loss under the policy shall be payable to Secured Party as its interest may appear, and Secured Party may apply any proceeds of such insurance that may be received by Secured Party to payment of any of the liabilities of Maker to Secured Party regardless of whether due. Such application of proceeds may be made in such order as Secured Party determines proper. Such policies of insurance shall, if secured parties so request, be deposited with Secured Party.
E. Secured Party may examine and inspect collateral or any part of the same, wherever located, at any reasonable time.
Warranties and Commitments. Debtors hereby warrant and agree to the following:
Warranties and Commitments. ORGANIZATION. IT IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF FORMATION WITH ALL REQUISITE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT, TO PERFORM ITS OBLIGATIONS HEREUNDER AND TO CONDUCT THE BUSINESS OF THE PROGRAM AND THE SUBSIDIARIES. ENFORCEABILITY. THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS. CONSENTS AND AUTHORITY. NO CONSENTS OR APPROVALS ARE REQUIRED FROM ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON FOR IT TO ENTER INTO THIS AGREEMENT. ALL ACTION ON THE PART OF SUCH PARTY NECESSARY FOR THE AUTHORIZATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY BY SUCH PARTY, HAVE BEEN DULY TAKEN. NO CONFLICT. THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY IT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY BY IT DO NOT CONFLICT WITH OR CONTRAVENE THE PROVISIONS OF ITS ORGANIZATIONAL DOCUMENTS OR ANY AGREEMENT OR INSTRUMENT BY WHICH IT OR ITS PROPERTIES OR ASSETS ARE BOUND OR ANY LAW, RULE, REGULATION, ORDER OR DECREE TO WHICH IT OR ITS PROPERTIES OR ASSETS ARE SUBJECT. RECEIVER. IT HAS BEEN AFFORDED THE OPPORTUNITY TO SEEK AND RELY UPON THE ADVICE OF ITS OWN ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL ADVISOR IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT. BOTH PARTY SHALL DO SO IN RESPECT OF EACH OTHER AND UNDER THIS AGREEMENT WRITTEN CONDITIONS. ALL STATEMENTS MADE HEREIN ARE UNDER PENALTY OF PERJURY ANY MODIFICATIONS, AMENDMENTS, ADDENDUMS OR FOLLOW ON CONTRACTS WILL BE EXECUTED BY ALL AUTHORIZED SIGNATORIES. WHEN SIGNED AND REFERENCED TO THIS AGREEMENT, WHETHER RECEIVED BY MAIL OR FACSIMILE TRANSMISSION AS ALL AND ANY FACSIMILE OR PHOTOCOPIES CERTIFIED AS TRUE COPIES OF THE ORIGINALS BY BOTH PARTIES HERETO SHALL BE CONSIDERED AS AN ORIGINAL, BOTH LEGALLY BINDING AND ENFORCEABLE FOR THE TERM OF THIS AGREEMENT. BOTH PARTIES AGREE THAT NO PARTY MAY ASSIGN THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
Warranties and Commitments. Parties shall fully cooperate with each other during the term of this Contract and thereafter as reasonably necessary, and shall promptly provide to each other all information regarding the Services, as can be reasonably expected.
Warranties and Commitments. 6.1 DA SATS Customer warrants that:
6.1.1 it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of DA SATS Customer;
6.1.2 it will provide all assistance and information reasonably required by Lloyd’s in relation to the provision of the DA SATS Solution;
6.1.3 it has full authority, including where necessary and appropriate the authority of its Client, to provide, post, link to, make available and let the Subcontractors use any DA SATS Customer Data or DA SATS documents solely in connection with the Services;
6.1.4 it will comply, and procure that its Individual Users, agents, contractors and employees comply, to the extent applicable, with DA SATS Customer obligations set out herein, including in clause 4.
6.2 Lloyd’s warrants that:
6.2.1 it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of Lloyd’s;
6.2.2 it will (i) provide assistance and information required by a Regulator; and (ii) use reasonable endeavours to provide information reasonably required by DA SATS Customer, in each case solely in relation to the provision of the DA SATS Solution and, in the event that the provision of such information would result in an additional cost to Lloyd’s, at DA SATS Customer's cost;
6.2.3 it has been granted the rights necessary to permit DA SATS Customer to use the DA SATS Solution as contemplated under this Agreement;
6.2.4 in accordance with Good Industry Practice, it shall use reasonable endeavours to procure the use of the latest version of anti-virus definitions and Software available from an industry accepted anti-virus Software vendor to ensure the maintenance of the DA SATS Solution is free of bugs, viruses and other malicious Software; and
6.2.5 none of its directors has been or is disqualified from acting as a director in England & Wales.
6.3 Except as expressly set out in this Agreement, all other warranties, representations and conditions of Lloyd’s, whether express or implied, are excluded. In particular, and without limit, Lloyd’s makes no warranties of uninterrupted use with respect to the DA SATS Solution.
Warranties and Commitments. Maker warrants and agrees that:
A. Maker has, or immediately will acquire, full title to collateral, and shall at all times keep collateral free of all liens and claims whatsoever, other than the security interest under this Promissory Note and Security Agreement.
B. Maker shall not sell, transfer, lease, or otherwise dispose of any of collateral or any interest in collateral except with the prior written consent of Lender.
C. Maker shall at all times keep collateral in good order and repair, excepting any loss, damage, or destruction that is fully covered by proceeds of insurance or that results from ordinary use.
Warranties and Commitments