Warranties of Authority and Title Sample Clauses

Warranties of Authority and Title. Business Partner hereby warrants and represents that (i) it is a corporation duly organized, validly existing and in good standing under the laws of the state in which it was organized and has full power and authority to enter into and consummate the transactions contemplated in this Agreement; (ii) the execution, delivery and performance of this Agreement does not violate the terms of any security agreement, license, or any other contract or written instrument to which Business Partner is bound; (iii) the BP Software does not infringe any patent, trademark, copyright or trade secret of a third party; and (iv) it is not aware of any third party infringing on the rights of Business Partner with respect to the BP Software.
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Warranties of Authority and Title. WebMD hereby warrants and --------------------------------- represents that (i) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and has full power and authority to enter into and consummate the transactions contemplated in this Agreement; (ii) the execution, delivery and performance of this Agreement does not violate the terms of any security agreement, license or any other contract or written instrument to which WebMD is bound; (iii) the WebMD Services do not infringe any patent, trademark, copyright or trade secret of a third party, and (iv) it is not aware of any third party infringing on the rights of WebMD with respect to the WebMD Services.
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Related to Warranties of Authority and Title

  • Representations and Warranties of Xxxxxxxx Xxxxxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Depositors Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Licensor Licensor hereby represents and warrants to Licensee as follows:

  • Representations and Warranties of Depositor The Depositor hereby represents and warrants for the benefit of the Holders that:

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

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