Customer Representations. Customer represents and warrants that (i) it has a legitimate business interest or obtained all permissions and consent required by law to transfer the Content so that Xxxxxx Xxxxxxx may lawfully use and process in accordance with this Agreement; and (ii) it has delegated authority to its advisors in providing instructions in connection with the Services, and Xxxxxx Xxxxxxx has no duty to verify such instructions with Customer; and (iii) it will not use the Services for any fraudulent or unlawful purposes, not allow others to do so.
Customer Representations. Customer hereby represents and warrants that:
(a) It is a California school district duly organized, validly existing and in good standing under the laws of the state of California and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby;
(b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action by the Customer’s Board of Trustees;
(c) This Agreement is a legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law);
(d) No Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed in writing to Provider) is required in connection with the due authorization, execution and delivery of this Agreement by Customer or the performance by Customer of its obligations hereunder which Customer has reason to believe that it will be unable to obtain in due course;
(e) Neither the execution and delivery of this Agreement by Customer nor compliance by Customer with any of the terms and provisions of this Agreement (i) conflicts with, breaches or contravenes the provisions of any contractual obligation of Customer, or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of Customer;
(f) Customer has not entered into any contracts or agreements with any other person regarding the provision of the services at the Site contemplated to be provided by Provider under this Agreement other than with its existing utility provider; and
(g) None of the electricity to be generated by the Provider will be used to generate energy for the purpose of heating a swimming pool.
Customer Representations. Customer represents that (a) it either rightfully owns or leases the Site and, if it leases, has received all necessary approvals from the lessor for the installation of the System, (b) if the Site is governed by a home owner's association or similar community organization, the Customer has the approvals and authorizations for the System required by that organization, (c) Customer has full authority to execute this Agreement and perform its obligations hereunder; (d) the execution and delivery of this Agreement has been authorized, and (e) to his or her best knowledge, there are no hazardous materials at or in the Site.
Customer Representations. Customer hereby represents and warrants that:
Customer Representations. CUSTOMER represents, warrants and covenants that:
(a) CUSTOMER has the necessary power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been or will be duly executed and delivered by CUSTOMER and constitutes the valid and binding agreement of CUSTOMER, enforceable in accordance with its terms; and
(b) The execution and delivery of this Agreement by CUSTOMER and the consummation by CUSTOMER of the transactions herein contemplated will not contravene any provision of applicable law, and will not constitute a breach of or default under any agreement or other instrument or any decree, judgment or order to which CUSTOMER is currently a party or by which CUSTOMER is bound.
Customer Representations. Customer represents and warrants that as of the date hereof, and covenants that for so long as this Agreement is in effect that:
(a) Customer has and will have all necessary power and authority to perform its obligations hereunder and to borrow money (including short term or intraday borrowings in order to settle transactions prior to the receipt of covering funds), xxxxx x xxxx as contemplated by Section 5, and to enter into foreign exchange transactions;
(b) the execution and delivery by Customer of this Agreement, and the performance by Customer of its obligations under this Agreement, have been and will be duly authorized by all necessary action, corporate or otherwise, and does not and will not violate any law, regulation, charter, by-law, or other instrument, restriction or provision applicable to it or by which it or any of its assets may be bound or affected;
(c) this Agreement constitutes and will constitute a legal, valid and binding obligation of Customer, enforceable against it in accordance with its terms; and
(d) as of the date hereof, none of Customer’s assets constitute, and at all times, none of Customer’s assets will constitute, directly or indirectly, plan assets subject to the fiduciary responsibility and prohibited transaction sections of Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the prohibited transaction provisions of the Internal Revenue Code of 1986, as amended (the “Code”) or any federal, state, local or non-U.S. law that is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.
Customer Representations. You represent and warrant that your primary residence or business address is in the United States. You represent and warrant that you are at least eighteen (18) years of age or, as applicable, the age of majority in the country, state or province in which you reside, and that you possess the legal right and ability to enter into this Agreement. You represent and warrant that your name, user name, contact information and registered location are true and correct and if for business use, you are authorized to act on behalf of your company. You understand that HopDial relies on the information you supply and that providing false or incorrect information may result in Service provisioning and delivery delays, the suspension or termination of your Service and the inability of a 911-dialed call to be correctly routed to emergency service personnel, as further explained below. You agree to promptly notify HopDial whenever your personal or billing information changes (including, but not limited to, your name, address, e-mail address, telephone number, and credit card number and expiration date). You agree to be financially responsible for your use of the Service as well as for use of your account by others.
Customer Representations. Customer represents and warrants that Customer is at least 18 years of age, and has provided and will continue to provide to WOW! accurate, complete, and current Customer information, including but not limited to Customer’s legal name, address, phone number(s), and payment data (including but not limited to credit card numbers and expiration dates). Customer agrees that during the term of this Agreement Customer will promptly notify us if there is any change in the information that Customer has provided to us in accordance with the terms of this Agreement. If Customer fails to provide and maintain accurate information, Customer is in breach of this Agreement.
Customer Representations. Customer hereby represents and warrants to Company that the following statements are true and correct as of the Effective Date and will be true and correct at the time of any transfer by Customer to Company of any RECs hereunder:
10.1. Customer is the true and lawful owner of, and has good title to, all RECs transferred from Customer to Company hereunder, free and clear of all liens and encumbrances;
10.2. Each REC transferred from Customer to Company hereunder meets the requirements of the REST;
10.3. Neither Customer nor, to Customer’s knowledge, any third party has sold, traded, assigned or otherwise transferred any RECs to be transferred from Customer to Company hereunder to any party other than Company;
10.4. Customer has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including, without limitation, the transfer of any RECs to Company; and
10.5. Customer is in full compliance with all applicable federal, state and local laws, regulations, ordinances and codes governing the production and/or sale of electricity.
Customer Representations. (a) Customer represents and warrants as of the date hereof and on the date of each transaction executed hereunder that:
