Xxxxxxx’s Representations and Warranties. The Shipper makes the following representations and warranties for the benefit of the Service Provider on the Commencement Date and on the date any Annexure is incorporated into this document through the execution of a written agreement between the parties:
(a) the Shipper has full corporate power and authority to enter into and perform this document and the Annexure;
(b) the Shipper will have at all times all licences and permits required by Law to deal with Gas transported by the Pipeline;
(c) the Shipper has made or, prior to the Initial Start Date, will have made all necessary or required arrangements for the pressure regulation, temperature regulation and measurement (for the purposes of allocation of quantities between Shippers at shared Receipt Points and Delivery Points) of Gas transported on the Shipper's behalf;
(d) the Shipper will ensure that the person who delivers the Gas on its account at its Receipt Points will at all times have the right or obligation to deliver it;
(e) the Shipper will ensure that the person to whom the Gas is delivered on its account under this document at each of its Delivery Points will at all times have the right to receive it;
(f) the Shipper will ensure that the Gas received onto the Pipeline at its Receipt Points will meet the Gas Specifications; and
(g) the Shipper will ensure that the necessary upstream and downstream Gas supply arrangements will at all times be in place so that its scheduled quantities and nominated quantities of Gas can be received and delivered by the Service Provider. Each of these representations and warranties are separate and do not affect the interpretation of another representation or warranty.
Xxxxxxx’s Representations and Warranties. If Shipper requests Enbridge to zero rate the GST/HST on any gas transportation charges, Xxxxxxx must provide Enbridge with an executed declaration in the form provided by Enbridge.
Xxxxxxx’s Representations and Warranties. As of the Effective Date, Grantee hereby represents and warrants as follows:
(a) Grantee is duly authorized to enter into this Agreement, and the execution, delivery and performance of this Agreement will not conflict with any other agreement or instrument to which it is a party or by which it is bound and will not violate any law, regulation, order or other legal requirement by which Grantee or any of its assets is bound.
(b) Grantee and its Project Personnel are familiar with, and are and will remain in compliance with, and will not take any actions contrary to the provisions of, any laws, rules, regulations, ordinances, orders or requirements of the Commonwealth and other local, state or federal governmental authorities applicable to or implicated by the subject matter hereunder.
(c) Grantee and its employees are not employees, partners or joint-venturers of Grantor. Grantee will be solely responsible for withholding and paying all applicable payroll taxes of any nature including social security and other social welfare taxes or contributions that may be due on amounts paid to its employees. Grantee has filed and will continue to file all necessary state tax returns and reports and has paid and will continue to pay all taxes and has complied and will continue to comply with all laws of the Commonwealth relating to contributions and payment in lieu of contributions to the Employment Security System, and with all laws of the Commonwealth relating to Worker's Compensation, Mass. Gen. Laws ch. 152.
(d) Grantee shall not discriminate against any qualified employee or applicant for employment because of race, color, national origin, ancestry, age, sex, religion, physical or mental handicap, or sexual orientation. Xxxxxxx agrees to comply with all applicable Federal and State statutes, rules and regulations prohibiting discrimination in employment.
(e) Grantee represents and warrants that all personnel performing tasks under the PS hereunder are eligible to work in the United States at the time of execution of this Agreement and that Grantee has a continuing obligation to ensure such status during the term of the Agreement.
Xxxxxxx’s Representations and Warranties. If Shipper requests Union to zero rate the GST/HST on any gas transportation charges, Xxxxxxx must provide Union with an executed declaration in the form provided by Union.
Xxxxxxx’s Representations and Warranties by this instrument, HERMASA hereby represents and warrants to PDB as follows:
Xxxxxxx’s Representations and Warranties. Carrier represents and warrants to DCBS that:
5.2.1. Xxxxxxx has the power and authority to enter into and perform this Contract;
5.2.2. This Contract, when executed and delivered, is a valid and binding obligation of Carrier enforceable in accordance with its terms;
5.2.3. The execution and performance of this Contract has been duly authorized by all necessary corporate action;
5.2.4. Xxxxxxx has the requisite experience, expertise and resources to fully and properly perform all of its duties and obligations, and exercise all of the powers, as set forth in this Contract;
5.2.5. Xxxxxxx has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Carrier will apply that skill and knowledge with care and diligence to perform the work in a professional manner and in accordance with the highest standards prevalent in Carrier’s industry, trade or profession;
5.2.6. Carrier shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the work, including but not limited to having any applicable license(s) and Certificate of Authority in good standing from DFR;
5.2.7. Carrier prepared its Application (“Application”) in response to the Request for Applications related to this Contract described in OAR 945- 020-0020(1), independently from all other applicants, and without collusion, fraud, or other dishonesty;
5.2.8. Carrier has completed, obtained and performed all other registrations, filings, approvals, authorizations, consents or examinations required by any government or governmental authority for its acts contemplated by this Contract;
5.2.9. Xxxxxxx has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State.
5.2.10. Carrier’s Application was true, complete, accurate, and not misleading when made, and any information Carrier has furnished for this Contract, its exhibits and amendments was true, complete, accurate, and not misleading when made;
5.2.11. The representations and warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided; and
5.2.12. Xxxxxxx shall promptly notify DCBS in writing if any of the foregoing representations or warranties will cease to be true at any time during the term of this Contract.
Xxxxxxx’s Representations and Warranties. The Chargor hereby represents and warrants to the Chargee that:
2.1 The shares of the Company are as described in Recital (C) hereof and such shares are registered as described in the said recital;
2.2 The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands;
2.3 The Company is not a land holding corporation for the purposes of the Land Holding Company Share Transfer Tax Law of the Cayman Islands;
2.4 Other than pursuant to the provisions of, or as contemplated by, or as required to give effect to the provisions of, the Sale Agreement or the Contemporaneous SPA, the Company is under no obligation, nor is it liable to become under any obligation, to issue any further shares;
2.5 Without limiting the generality of the foregoing clause, the Company has not created any option to acquire shares in the Company nor any securities exchangeable for or convertible into shares of the Company;
2.6 Each of the Chargor and the Company has full power and authority (i) to execute and deliver this Charge and (ii) to comply with the provisions of, and perform all its obligations under, this Charge;
2.7 This Charge constitutes the Chargor and the Company’s legal, valid and binding obligations enforceable against the Chargor and the Company in accordance with its terms except as such enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors’ rights generally;
2.8 The entry into and performance by the Chargor and the Company of this Charge does not violate (i) any law or regulation of any governmental or official authority, or (ii) any agreement, contract or other undertaking to which the Chargor or the Company is a party or which is binding upon the Chargor or the Company or any of its respective assets;
2.9 All consents, licences, approvals and authorisations required in connection with the entry into, performance, validity and enforceability of this Charge have been obtained and are in full force and effect; and
2.10 The Chargor or the Company has each taken all corporate and other action required to approve its execution, delivery and performance of this Charge.
Xxxxxxx’s Representations and Warranties. Carrier represents and warrants that:
(a) Carrier has the requisite skills and experience to perform the Intermodal Services and all such Intermodal Services shall be performed in a professional and workmanlike manner by qualified personnel;
(b) Carrier is free to enter into this Intermodal Transportation Addendum and to fully perform its obligations hereunder;
(c) Carrier shall comply with all laws, rules and regulations of any duly constituted governmental authority affecting the performance of the Intermodal Services to be rendered hereunder including, without limitation, those regarding business permits and licenses;
(d) Carrier has and shall maintain during the term of the Agreement all licenses, certificates, registrations, stickers and permits required by any applicable governmental agency for the Intermodal Services;
(e) Carrier shall require that all Drayage Agents shall be properly trained and licensed, competent and fully informed concerning their duties, responsibilities and obligations pursuant to this Intermodal Transportation Addendum, and shall perform same in a professional and workmanlike manner at all times; and
(f) Carrier shall perform its services in a diligent and commercially reasonable manner.
(g) Carrier itself shall procure and engage Drayage Agents and Railroads that shall maintain liability insurance covering any and all claims, damages, and, at its sole cost and expense, insurance coverage with insurance companies that satisfactorily meet Xxxxxxx’s Insurance requirements outlined in Section 10 of the hereto for Motor Carrier Agreement.
Xxxxxxx’s Representations and Warranties. Grantee represents and warrants to Grantor as follows:
Xxxxxxx’s Representations and Warranties. Carrier represents and warrants to DCBS that:
5.2.1. Xxxxxxx has the power and authority to enter into and perform this Contract;
5.2.2. This Contract, when executed and delivered, is a valid and binding obligation of Carrier enforceable in accordance with its terms;
5.2.3. The execution and performance of this Contract has been duly authorized by all necessary corporate action;
5.2.4. Xxxxxxx has the requisite experience, expertise and resources to fully and properly perform all of its duties and obligations, and exercise all of the powers, as set forth in this Contract;
5.2.5. Xxxxxxx has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Carrier will apply that skill and knowledge with care and diligence to perform the work in a professional manner and in accordance with the highest standards prevalent in Carrier’s
5.2.6. Carrier shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the work, including but not limited to having any applicable license(s) and Certificate of Authority in good standing from DCBS the Division of Financial Regulation;
