Warranties and Representations of the Parties. 6. Warranties and representations of the Public partner [and if present the Transferor]
6.1. The Public partner [and if present the Transferor] respectively warrants and represents:
6.1.1. The Public partner [and if present the Transferor] has performed the necessary actions and obtained official permits and/or approvals for the conclusion of the Agreement and performance of the obligations under it. The Agreement establishes lawful and valid obligations for the Public partner [and if present the Transferor] in accordance with the provisions of the Agreement, which could be performed against it through enforcement;
6.1.2. The Public partner, based on its competence and authority, established on the date of conclusion of the Agreement by the applicable legislation of the Republic of Lithuania, is responsible for the respective functions and areas of activity, implemented during the conclusion of the Agreement, therefore it may be a contracting authority in the sense of the Law on Public Procurement and a Public partner in the sense of the Law on Investment;
6.1.3. To the belief and/or knowledge of the Public partner [and if present the Transferor], it provided the Investor and the Private partner with all the available essential and, based on [choose its / or their] knowledge, correct information, requested by the Investor and the Private partner, related to the Land plot(s), the Transferred property and the obligations of the Public partner under the Agreement. To the knowledge of the Public partner, the information provided on the day of the conclusion of the Agreement is correct in all key aspects, except for possible changes of the status of Land plot(s), and the Transferred property due to a regular economic activity from the date of the information provision to the date of the conclusion of the Agreement. There are no undisclosed key facts that the Public partner was aware of, which could affect the conclusion of the Agreement or performance of the indicated obligations;
6.1.4. By concluding and performing the Agreement the Public partner does not breach: any key agreements or obligations, to which it is a party to, court judgement, decision, or order, or an arbitration decision applicable to it, as well as any requirements of laws or other legislation applicable to it;
6.1.5. The Public partner [and if present the Transferor] has the right to transfer the Transferred property to be managed and used by the Private partner under the right of [indicate ...
Warranties and Representations of the Parties. Each of the parties hereby represents and warrants to the other party that: it is a corporation (or limited liability company, as applicable) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; it has the full right, power and authority to enter into, and perform its obligations under, this Agreement; and all necessary corporate acts have been effected by it to render this Agreement valid and binding upon it.
Warranties and Representations of the Parties. 6. The warranties and representations of the Granting institution [and if present the Transferor]:
6.1. The Granting institution [and if present the Transferor] respectively warrants and represents:
6.1.1. The Granting institution [and if present the Transferor] has performed the necessary actions and obtained official permits and/or approvals for the conclusion of the Agreement and performance of the obligations under it. The Agreement establishes lawful and valid obligations for the Granting institution [and if present the Transferor] in accordance with the provisions of the Agreement, which could be performed against it [and if present against the Transferor] through enforcement;
6.1.2. The Granting institution, in accordance with its competence and authority, established by the legislation of the Republic of Lithuania in force on the date of conclusion of the Agreement, is responsible for the respective functions and areas of activity that are being implemented and ensured at the time of the conclusion of the Agreement, therefore, it is the granting institution within the meaning of the Law on Concessions;
6.1.3. The Granting institution [and the Transferor if present] provided the Investor and the Concessionaire with all the essential and, to its knowledge, correct information demanded by the Concessionaire in relation to the Transferred property [if applicable, to the Land plot] and the obligations of the Granting institution [and the Transferor if present] under the Agreement. The information provided is correct on the day the Agreement is concluded, in all material respects, except for possible changes in the condition of the Transferred property [if applicable, the Land plot] due to the usual economic activity, occurring between the date of the presentation of the information and the date of the signing of the Agreement. There are no undisclosed significant facts that the Granting institution was aware of, which could affect the conclusion of the Agreement or performance of the indicated obligations;
6.1.4. By concluding and performing the Agreement the Granting institution [and the Transferor if present] is not in breach of any essential agreements or obligations to which it [they if the Transferor is present] is, court (arbitration) decision, judgement, ruling, or order applicable to it [them if the Transferor is present], as well as any requirements of laws or other legislation applicable to it [them if the Transferor is present];
6.1.5. The Gr...
Warranties and Representations of the Parties. The warranties and representations of the Granting institution [and if present the Transferor] 19
Warranties and Representations of the Parties. 1. The parties do hereby warrant and represent that this agreement has not been solicited or secured, directly or indirectly, in a manner contrary to the laws of the State of New Jersey and that said laws have not been violated as they relate to the procurement or performance of this agreement by any conduct, including the paying or giving of any fee, commission, gift, gratuity, or consideration of any kind, directly or indirectly, to any state employee, officer or official.
2. Each institution does hereby warrant and represent that it is qualified by training and experience to perform the required services and programs in the manner and on the terms and conditions set forth herein.
Warranties and Representations of the Parties. The Parties warrant and represent as follows:
A. Each of the Parties warrants and represents to the other parties that said party has entered into this Settlement Agreement of its own free will, in accordance with its judgment, after the opportunity to investigate the claims made in connection with the Lawsuit, and after consultation with its respective attorneys;
B. None of the Parties have been induced to enter into this Settlement Agreement by any statement, act, or representation of any kind or character on the part of any other Party;
C. The terms of this agreement were drafted by the Parties and their counsel. No provision of this Settlement Agreement shall be construed against any Party because that Party initially drafted any particular provision.
D. Each of the Parties acknowledges that the terms of this Settlement Agreement are clear and unambiguous and have been fully read and understood.
E. Camber warrants that it has paid all of its subcontractors, suppliers and/or vendors any disputed amounts due and owing in connection with operation of the properties set forth on Exhibit A during the time such properties were directly operated by CE Energy, LLC, and specifically not when PetroGlobe was operating the assets either as PetroGlobe or through CE Energy, LLC but not otherwise, and that such properties are free and clear of any liens related to such time periods. Camber further agrees to release, indemnify and hold harmless PetroGlobe and its assigns from any claim or demand made by any such subcontractor, supplier and/ or vendor in the future with respect to said time period that CE Energy, LLC directly operated such properties but specifically not when PetroGlobe was operating the assets either as PetroGlobe or through CE Energy, LLC.
F. This Settlement Agreement is a compromise settlement of each party's disputed claims, and the sums and covenants given in consideration of this Settlement Agreement, as well as the execution of this Settlement Agreement, shall not be construed to be an admission of liability on the part of any party with respect to the disputed matters set forth above or contained in pleadings filed in the Lawsuit.
G. Each signatory to this Settlement Agreement has the authority to enter into and execute this Settlement Agreement and all corporate formalities have been complied with in order to bind the party for whom said signatory has executed this document.
H. Each of the parties executing this Settlement Agreement has the ri...
Warranties and Representations of the Parties. Šalys viena kitai patvirtina ir garantuoja, kad:
Warranties and Representations of the Parties. 1. The Transferors hereby warrant and represent as follows:
(1) the Transferors has full legal right, approval and authority to execute this Agreement and to perform its obligations hereunder;
(2) the execution and performance of this Agreement do not and will not violate any other legitimate obligations assumed by Transferors;
(3) the Designated Contribution was legally acquired by the Transferors, free from any pledge or encumbrance;
(4) no any third party claims any rights on Designated Contribution.
2. The Transferee hereby represents and warrants that:
(1) the Transferee has full legal right, approval and authority to execute this Agreement and to perform its obligations hereunder;
(2) the execution and performance of this Agreement do not and will not violate any other legitimate obligations assumed by Transferee.
Warranties and Representations of the Parties a.) The Parties represent, warrant, and agree that they are the sole owners of all right, title, and interest in and to every claim or matter released herein, and have not assigned or transferred to any person or entity any claim or other matter released herein.
b.) Each of the Parties represents, warrants, and agrees that the recitals as set forth in the preamble to this Agreement are true and correct as to themselves and that there are no undisclosed liabilities which, based upon personal guarantees of Fulton, could be asserted against OneSource and each Pxxxx xgrees that the recitals are incorporated herein as if fully set forth in the text of this Agreement.
c.) Each of the Parties represents and warrants that the person signing this Agreement on its behalf is duly authorized to execute this Agreement on behalf of the Party and that this Agreement constitutes a valid and binding obligation.
d.) Each Party acknowledges that this Agreement has been entered into for the sole purpose of avoiding the expense, uncertainty, and inconvenience associated with the Litigation. Each Party further agrees that this Agreement shall not constitute an admission of liability and may not be used by any other Party or person including creditors of Fulton, Net Express or OneSource as evidence of an xxxxxxion of liability by any Party or anyone claiming in the right of any party in any subsequent dispute between the Parties or otherwise other than in an action for breach of this Agreement or seeking enforcement of this Agreement.
Warranties and Representations of the Parties. 8.1 Additional Representations and Warranties of INyX. INyX hereby additionally represents and warrants to Xxxxxxx the following:
(a) INyX is a corporation duly organized and existing in good standing under the laws of England;
(b) There are no material adverse claims pending or, to the best of INyX' knowledge, threatened against INyX by any entity with respect to the Products;
(c) INyX is neither a party to nor otherwise bound by any agreement or instrument which prohibits or prevents it from performing its obligations under this Agreement; and
(d) INyX' manufacturing, packaging and storage facilities comply in all material respects with all applicable federal, state and local laws, rules and regulations in the Territory.
(e) INyX will make no use of Confidential Information of Connetics Corporation under the provisions of the Amended and Restated Manufacturing and Supply Agreement between Miza Pharmaceuticals, Inc. and Connetics Corporation, in performing its obligations hereunder.
