WARRANTIES AND UNDERTAKINGS Sample Clauses

WARRANTIES AND UNDERTAKINGS. 18.1 Each Party warrants to the other that: (a) subject to Clause 18.2, it has obtained and will maintain at all times during the Term all licences, authorisations, permits, consents and other approvals necessary to enter into this Agreement and to enable it to fulfil its obligations under this Agreement; (b) it has negotiated, entered into and executed this Agreement as principal (and not as agent or in any other capacity, fiduciary or otherwise); and (c) it is and will remain a party to the Network Code for the duration of the Term. 18.2 Where the Service Provider does not hold a gas shipper licence, the Service Provider warrants that it shall use the shipping services of the licensed gas shipper whose Shipper Short Code is specified in Schedule 1 for the purpose of fulfilling its obligations under this Agreement. The Service Provider warrants that such licensed gas shipper has and will continue to hold throughout the Term a licence permitting it to ship gas on the NTS, and will ship Natural Gas on the NTS on behalf of the Service Provider for the purposes of the Service Provider’s performance of this Agreement. 18.3 The Service Provider acknowledges that the Customer requires the services provided under this Agreement (and in particular the withdrawal service) to comply with the Gas Safety (Management) Regulations 1996, and that the Customer requires a physical flow of Natural Gas from the Facility at least equal to its Nominated Withdrawal Quantity. Accordingly, the Service Provider warrants to the Customer, subject to Clauses 7, 13 and 14, that it shall ensure that: (a) the physical flow of Natural Gas from the Facility to the NTS on any Day in respect of which the Customer has submitted a Withdrawal Nomination is not less than the Nominated Withdrawal Quantity plus the Reallocation Quantity (if any) plus the quantity of Natural Gas nominated for withdrawal by other users of the Facility less the quantity of Natural Gas nominated for injection by the Customer and other users of the Facility; and (b) the Service Provider shall not knowingly or deliberately do anything that would put the Customer in breach of the Gas Safety (Management) Regulations 1996 and shall fully co-operate with the Customer insofar as such co-operation is required to ensure that the Customer complies with its obligations under the Gas Safety (Management) Regulations 1996. The Service Provider acknowledges and agrees that the provision of the Service is in accordance with its obli...

WARRANTIES AND UNDERTAKINGS. 6.1 The Company warrants to each of the Subscribers as at the date of this Agreement and as at the Subscription Date that it is a company incorporated and validly existing under the laws of the Republic of Turkey (the “Corporate Company Warranties”). 6.2 Each of the Subscribers warrants to the Company as at the date of this Agreement and as at the Subscription Date that to the extent it is a legal entity, it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that: (a) it has full power and authority to enter into and perform this Agreement and this Agreement constitutes a binding obligation on it in accordance with its terms. (b) the execution by it of this Agreement and the performance by it of any or all of its obligations under this Agreement does not and will not breach or conflict or constitute a default under any provision of: (i) any agreement or instrument entered into by it; or (ii) its constitutional documents (if applicable); or (iii) any law, order, judgement, injunction, decree or regulation or any other restriction of any kind or character by which it is bound. ((a) and (b) together, the “All Party Warranties”) 6.4 Each of the Subscribers is a sophisticated buyer and it has inspected or has made enquiries concerning the Preferred Shareholders. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out in this Agreement and is able to bear the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal and financial advice relating to all the matters provided for in, or contemplated by, this Agreement and the other Transaction Documents and agrees, having considered the terms of the Agreement as a whole, that the provisions of the Agreement are f...

WARRANTIES AND UNDERTAKINGS. The Seller warrants and undertakes that it shall deal with the Scottish Sale Assets and the Vehicles in accordance with the Receivables Purchase Agreement and the specific instructions (if any) of the Issuer (in accordance with the Receivables Purchase Agreement), including regarding the payment of amounts received in respect of or comprised in the Scottish Sale Assets or the Vehicles and the taking of such action (including court or other proceedings) as may be necessary to secure or protect the title to the Scottish Sale Assets or the Vehicles.

WARRANTIES AND UNDERTAKINGS. The Service Provider warrants to the Client that: it is validly existing under the laws of Ireland; the execution and delivery of this Agreement, and the performance by the Service Provider of its obligations under it, will not: result in a breach of, or constitute a default under, any instrument to which it is a party or by which they are bound; or result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which they are a party or by which they are bound; or require the consent of any other person; it has the requisite power and authority to enter into and perform this Agreement; and The System shall be designed, installed, tested and operated with the degree of skill and care reasonably expected by the broadcast service industry standards prevailing at the time the relevant service is being performed. The Service Provider agrees that: unless otherwise agreed in writing by the Client, the Service Provider shall not, save where expressly required to do by any Competent Authority, interrupt, alter, add to, delete, edit, overlay, frame or shrink any part of the Content; and insofar as the Client may be under an obligation to provide reports to the Competent Authority concerning its performance, provide the Client (at the Client’s cost and expense) with reasonable assistance and information required to enable the Client to prepare such reports. The Client warrants and represents to the Service Provider that: it is a company duly incorporated and validly existing under the laws of Ireland; the execution and delivery of this Agreement, and the performance by it of its obligations under it, will not: result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound; or result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound; or require the consent of its shareholders or of any other person. it is not engaged in any litigation or arbitration proceedings which might have an effect upon its capacity or ability to perform its obligations under this Agreement and no such legal or arbitration proceedings are threatened; it has the requisite power and authority to enter into and perform this Agreement; this Agreement constitutes and imposes valid legal and binding obligations on it fully enforceable in accordance with its terms; the Client has obtained all necessary licences, ...

WARRANTIES AND UNDERTAKINGS. (a) The Licensee warrants that it: (i) has relied only on its own inquiries about this Licence; and (ii) has not relied on any representation or warranty by the Licensor or any person acting or seeming to act on the Licensor’s behalf. (b) The Licensee must comply on time with undertakings given by or on behalf of the Licensee.

WARRANTIES AND UNDERTAKINGS. 10.1 Each of the parties warrants to the other on the date of this Agreement that: 10.1.1 it has the requisite power and authority to enter into and perform its obligations under this Agreement; 10.1.2 this Agreement constitutes its legal, valid and binding obligations in accordance with its terms; and 10.1.3 the execution and delivery of, and performance of its obligations under, this Agreement shall not: (a) result in a breach of any provision of its constitutional documents; (b) result in a breach of, or constitute a default under, any instrument (which is material in the context of the Transaction) to which it is a party or by which it is bound; or (c) result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound. 10.2 No party shall have any claim against the other for breach of warranty after the Effective Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement). 10.3 Bidco warrants to GCP that, as at the date of the Agreement: 10.3.1 no shareholder resolution of Bidco is required to implement the Transaction; and 10.3.2 it is not aware of any matter or circumstance which would or could reasonably be expected to result in any of the Conditions not being satisfied. 10.4 Bidco acknowledges and agrees that any information and/or assistance provided by any of the GCP Directors, officers, employees or advisers (each a “GCP Representative”) to it and/or any of the Wider Bidco Group or any of their respective directors, officers, employees or advisers, whether before, on or after the date of this Agreement: (i) pursuant to the obligations of GCP or any member of the GCP Group under or otherwise in connection with this Agreement; or (ii) in connection with the Transaction, shall in each case be (and have been) given on the basis that the relevant GCP Representative shall not incur any liability, whether in contract, tort (including negligence) or otherwise, in respect of any loss or damage that any of the Wider Bidco Group or any of their respective directors, officers, employees or advisers may suffer as a result of the provision of any such information and/or assistance, save, in each case for loss or damage resulting from the fraudulent misrepresentation of the relevant GCP Representative.

WARRANTIES AND UNDERTAKINGS. 6.1 The Vendor hereby warrants and represents to the Purchaser that all the Warranties are true and accurate in all respects and not misleading in any respect as at the date of this Agreement and will continue to be so up to and including the time of Completion. The Vendor acknowledges that the Purchaser in entering into this Agreement is relying on such representations, warranties and undertakings and that the Purchaser shall be entitled to treat them as conditions of this Agreement. 6.2 The Vendor hereby undertakes that it will at all times indemnify the Purchaser against any loss or damage suffered by the Purchaser as a result of any breach of the Warranties. 6.3 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision in any Warranty contained in this Agreement shall govern or limit the extent or application of any other Warranty. 6.4 Each of the Warranties is made or given to the best of the information, knowledge and belief of the Vendor. 6.5 The Vendor acknowledges that the Warranties are not qualified by the Purchaser’s due diligence or by anything discovered, or that could have been discovered, from the materials made available by the Vendor, save to the extent such matter is fully and accurately disclosed by the Vendor in writing to the Purchaser prior to Completion and accepted by the Purchaser. 6.6 The Vendor hereby undertakes that prior to Completion Date and in the absence of the prior written consent of the Purchaser that: - (a) the Vendor shall procure that the Company and the sole director of the Company shall not and shall not offer or agree to: - (i) sell, transfer, lease, license or in any other way dispose of, or grant any option or right of pre-emption in respect of, any part of its assets, business or undertaking (or any interest therein) or contract to do so; (ii) incur any indebtedness or borrowing; (iii) enter into any unusual or abnormal contract or commitment whether or not in the ordinary course of business, including (without limitation): - - making, or offering or agreeing to make, any loan; or - entering into or offering or agreeing to enter into any leasing, tenancy agreements, hire purchase or other agreement or arrangements, particularly for payment on deferred terms; (iv) create any fixed or floating charge, lien or other Encumbrance over the whole or any part of the undertaking, property or assets of the Company or grant or issue any mortgages, charges,...

WARRANTIES AND UNDERTAKINGS. 16.1 Each Party warrants to the other that it (either directly or acting through an Affiliate):

WARRANTIES AND UNDERTAKINGS. (1) The University represents and warrants to CIMA that it is capable of entering into and performing this Agreement is not restricted or prohibited from doing so for any reason whatsoever. (2) The University undertakes to provide the services of the Researcher for the Term of this Agreement save as set out in clause 4(3) and 4(4). The University further undertakes to permit CIMA to transfer the Grant or the remaining part of it to another Higher Education Institution in the event that the Researcher ceases to be employed by the University during the term of this Agreement (3) In the event that the Researcher leaves the employ of the University, performance of the Agreement will be automatically suspended with immediate effect. in the event of such suspension (or expected suspension) the University undertakes to use reasonable endeavours (with the prior written consent of CIMA which consent shall not be unreasonably withheld) to assign the benefits and novate the burdens of the Agreement to the Researcher‟s new employers or to the Researcher in a personal capacity (in the latter case references to "University" shall as far as the context permits then be read as being references to the "Researcher"). Upon the occurrence of such assignment and novation, the University may submit an invoice with a detailed expenses account to CIMA covering the period between the date of the last invoice and expenses account and the date performance of the Agreement is suspended (notwithstanding that it may be less than 1 calendar quarter since submission of the previous invoice and expenses account) which CIMA shall settle in accordance with clause 3. Upon completion of the assignment and novation CIMA shall release the University from its obligations under this Agreement. If the University fails to assign and novate this Agreement as described above (notwithstanding that such failure is as a result of CIMA reasonably withholding its consent to such assignment and novation) or fail to do so within a reasonable time period, CIMA may terminate this Agreement immediately by giving notice in writing to the University and the University shall be entitled to submit an invoice and expenses account covering the period between the date of the last invoice and expenses account and the date performance of the Agreement is suspended. If a satisfactory novation process cannot be agreed between the Parties, CIMA may terminate this Agreement. The University will notify CIMA immediately in w...

WARRANTIES AND UNDERTAKINGS. 4.1 The Vendor hereby represents and warrants to and with the Purchaser that as at the date hereof and up to Completion, each of the Warranties is true, correct and accurate and not misleading. 4.2 The Vendor hereby agrees and acknowledges that the Purchaser is entering into this Agreement in reliance on the Warranties and any information or knowledge of the Purchaser in respect of the facts, events or other information referred to in the Warranties shall not prejudice the rights of the Purchaser for any breach of such Warranties. 4.3 Each Warranty shall be construed as a separate representation, warranty or undertaking and shall not be limited or restricted by reference to or inference from the terms of any other Warranties or part of this Agreement. 4.4 Subject to Clause 4.6, the Vendor undertakes with the Purchaser that, it (as shareholder of the Company) shall use its best endeavours to procure that, for so long as the Purchaser holds not less than 20% in the total issued share capital of the Company, the Purchaser shall from time to time have the right to nominate two persons to be appointed as non-executive directors of the board of directors of the Company (the “Purchaser Director(s)”) and for so long as the Purchaser holds less than 20% but equal to or exceed 10% in the total issued share capital of the Company, the Purchaser shall from time to time have the right to nominate one person to be a Purchaser Director, and such Purchaser Director(s) will remain in office after their respective appointment. Subject to: 4.4.1 the fullest extent as permitted by law, the Listing Rules and the bye-laws of the Company; 4.4.2 the Purchaser Directors having satisfied the director eligibility requirements under the Listing Rules and the Purchaser Directors having given consent to act as directors of the Company, the Vendor shall use its best endeavours to procure the Company to complete the procedure for the appointment of the Purchaser Directors designated by the Purchaser as soon as practicable after Completion and in any event no later than 3 months of the Completion Date(or such other date as may be agreed between the Parties hereto). If any of the Purchaser Director(s) are to retire or vacate their office as required by the applicable Laws, Listing Rules or bye-laws of the Company, the Vendor shall use its best endeavours to procure that the Purchaser Director(s) are re-elected or re-appointed as non-executive directors of the Company in the relevant genera...