Corporate Requisites definition

Corporate Requisites. Each party hereby represents and warrants that: (a) it has the full corporate power and authority to enter into and perform this Agreement, and it knows of no contract, agreement, promise, undertaking or other fact or circumstance which would prevent the full execution and performance of this Agreement by it; and (b) it is a corporation duly organized and in good standing in the country or state of its incorporation and in good faith is and fully intends to remain in compliance with all applicable laws, rules and regulations in the conduct of its business. 9.2 “Performance Warranty” Licensor warrants that until July 1, 2005 (the “Warranty Period”) the Software, as delivered, will be free from material defects in media and Errors. In the event Licensee discovers that the Software fails to conform to the foregoing warranty during the Warranty Period, Licensee shall promptly notify Licensor and provide Licensor with reasonably available information in written or electronic form so that Licensor can verify such non-conformance. Licensor shall undertake reasonable commercial efforts to repair or replace the components of the Software to which Licensor can verify non-conformance within thirty (30) days after such notice in order to c orrect such non-conformance without materially adversely affecting the performance or functionality of the Software, or, in the event Licensor is unable to repair or replace the Software in order to correct such non-conformance without materially adversely affecting the performance or functionality of the Software within such thirty (30) day period, Licensor shall refund to Licensee the License Fees paid hereunder, less those amounts necessary to cover Licensor’s reasonable development costs, and all fees paid under the Maintenance Agreement relating to such non-conformance. The methods and techniques utilized by Licensor to correct errors shall be at the discretion of Licensor. 9.3 “Other WarrantiesLicensor represents and warrants that: (a) if applicable, it shall pass through to Licensee any product and third party end-user warranties and indemnities. To the extent Licensor is not permitted to so pass-through, Licensor agrees to enforce such warranties and indemnities on behalf of Licensee; (b) it has and shall maintain full authority to license the Licensed Technology to Licensee hereunder; (c) to the best of its knowledge, the Licensed Technology and any services provided to Licensee do not and will not infringe upon and are f...

Related to Corporate Requisites

  • Corporate Actions means warrant and option exercises, conversions, exchanges and other capital reorganizations, calls, odd lot tenders/credits, bonus rights, subscription offers/rights, puts, maturities of securities, redemptions, mergers, tender or exchange offers, and rights exercises and expirations. Corporate Actions do not include class actions.

  • Requisite Approval means the affirmative vote of the holders of at least a majority of the shares of outstanding Company Common Stock and outstanding Company Preferred Stock voting as a single class.

  • Corporate Representative means an Individual authorised by resolution of the directors or other governing body of a body corporate to represent it;

  • Corporate Records means the corporate records of a corporation, including (i) its articles, notice of articles or other constating documents, any unanimous shareholders agreement and any amendments thereto; (ii) all minutes of meetings and resolutions of shareholders, directors and any committee thereof; (iii) the share certificate books, register of shareholders, register of transfers and registers of directors and officers; and

  • Corporate Documents means the Company’s Certificate of Incorporation, as amended and/or its Bylaws, as amended.

  • Radiation safety officer means an individual who has the knowledge and responsibility to apply appropriate radiation protection regulations and has been assigned such responsibility by the licensee or registrant.

  • Corporate Authorities means the City Council of the City.

  • Campus police officer means a school security officer designated by the board of education of any school district pursuant to K.S.A. 72-6146, and amendments thereto.

  • Resolutions shall have the meaning set forth in Section 7.5.

  • Requisite Company Vote has the meaning set forth in Section 3.03(a).

  • Procurement Policy Board or “PPB” shall mean the board established pursuant to Charter § 311 whose function is to establish comprehensive and consistent procurement policies and rules which have broad application throughout the City.

  • Requisite Shareholder Approval means the affirmative vote of a majority of the outstanding shares of the Preferred Stock and the Common Stock (voting together as a single class) and the affirmative vote of a majority of the outstanding shares of Common Stock (voting separately as a single class), in each case approving the Authorized Shares Amendment.

  • Corporate Headquarters means the location that is the primary center of direction, control and coordination for the company.

  • Public safety officer means a member serving a public

  • MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.

  • type-approval means the procedure whereby an approval authority certifies that a type of vehicle, system, component or separate technical unit satisfies the relevant administrative provisions and technical requirements;

  • senior police officer means a police officer of, or above, the rank of inspector.

  • Pre-approval means written notification via a pre-approval letter to Customer that Ameren Illinois has reviewed Customer's Application and determined that the project meets the program eligibility requirements for a maximum pre-approved incentive amount if the project is completed by the estimated completion date and all final application paperwork is submitted and approved.

  • Authorized Share Approval means approval of the Amendment by the shareholders of the Company.

  • Police officer means every officer authorized to direct or regulate traffic, or to make arrests for violations of traffic regulations.

  • Affirmative consent means affirmative, conscious, and voluntary agreement to engage in sexual activity.

  • Corporate Action means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, calls, redemptions, tender offer, recapitalization, reorganization, conversions, consolidation, subdivision, takeover offer or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the holder, but does not include proxy voting.

  • Required Authorisation means any authorisation, consent, declaration, licence, permit, exemption, approval or other document, whether imposed by or arising in connection with any law, regulation, custom, contract, security or otherwise howsoever which must be obtained at any time from any person, government entity or central bank or other self-regulating or supra-national authority in order to enable the Borrower lawfully to draw the Loan and/or to enable any Security Party lawfully and continuously to continue its corporate existence and/or perform all its obligations whatsoever whensoever arising under the Loan Documents and/or grant security under the Security Documents and/or to ensure the continuous validity and enforceability thereof;

  • Wildlife officer means a full-time employee of the department of natural resources who is designated a wildlife officer under section 1531.13 of the Revised Code and is in compliance with section 109.77 of the Revised Code.

  • Medical Board means the board of physicians as provided by this chapter.

  • Relevant Supervisory Consent means, in relation to any redemption or purchase of the Notes, any required permission of the Relevant Regulator applicable to the Company or the Relevant UK Resolution Authority (as applicable). For the avoidance of doubt, Relevant Supervisory Consent will not be required if either (i) none of the Debt Securities qualify as part of the Issuer’s regulatory capital, or own funds and eligible liabilities or loss absorbing capacity instruments, as the case may be, each pursuant to the Loss Absorption Regulations, (ii) the relevant Debt Securities are repurchased for market-making purposes in accordance with any permission given by the Relevant Regulator pursuant to the Loss Absorption Regulations within the limits prescribed in such permission or (iii) the relevant Debt Securities are being redeemed or repurchased pursuant to any general prior permission granted by the Relevant Regulator or the Relevant UK Resolution Authority (as applicable) pursuant to the Loss Absorption Regulations within the limits prescribed in such permission.