Representations and Warranties of Contractor. Contractor represents and warrants to Company the following:
Representations and Warranties of Contractor. Contractor represents and warrants that the Deliverables to be provided by Contractor pursuant to this Agreement shall be provided in a timely and professional manner by qualified personnel familiar with the installation of systems comparable to the Deliverables. Contractor represents that operation and use of the Equipment, the Deliverables and the Licensed Deliverables by University as contemplated by this Agreement will, to Contractor’s knowledge, not infringe the patent, copyright, or other intellectual property rights of any third party. Contractor represents that Contractor has the power and authority to enter into and perform this Agreement; that the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of Contractor; that this Agreement has been duly executed and delivered by Contractor and constitutes a valid, binding and enforceable obligation of Contractor except as the provisions of this Agreement may be rendered unenforceable by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws effecting creditor's rights generally or the application of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). Contractor represents that: (a) Contractor shall comply with all federal, state, and local laws, regulations, ordinances, and rules that are applicable to its activities and obligations under this Agreement; and (b) Contractor is not in arrears with respect to the payment of any monies due and owing the State of Oregon, or any department or agency thereof, including but not limited to the payment of taxes and employee benefits. Contractor warrants that the individual items comprising the Deliverables shall be free from all defects in material and workmanship and will conform to the applicable specifications set forth on Exhibits A and B under normal use and service and when correctly maintained for the warranty periods set forth on Exhibit C (“Warranty Period”) with respect to each such item (the “Warranty”). Contractor shall repair or replace, at Contractor’s sole option, any defective or nonconforming individual item comprising the Deliverables, provided University notifies Contractor in writing promptly after discovery of defect or nonconformity and within the applicable Warranty Period. Contractor will pay expenses for travel by Contractor’s personnel to University’s facilities for Warr...
Representations and Warranties of Contractor. CONTRACTOR hereby represents and warrants to the CITY the following:
(a) CONTRACTOR is in good standing under the laws of the state of Missouri and each state in which it does business, except any such state where the failure to be in good standing would not have a material adverse effect on CONTRACTOR’s ability to perform this Contract in accordance with its terms.
(b) The execution, delivery and performance by CONTRACTOR of this Contract have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of CONTRACTOR's board of directors; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained prior to the date hereof; (iii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect having applicability to CONTRACTOR or its articles or by-laws; and (iv) result in a breach of or constitute a default under any material agreement, lease or instrument to which CONTRACTOR is a party or by which it or its properties may be bound or affected.
(c) CONTRACTOR shall not enter into any contract for the services to CITY that purports to grant a security interest or right of repossession to any person or entity respecting the services, or any portions thereof or chattels placed thereon.
(d) There is no litigation, proceeding or other investigation pending or, to the knowledge of CONTRACTOR, threatened against CONTRACTOR which would prevent consummation of the transaction contemplated by this Contract or would have a materially adverse effect on CONTRACTOR.
Representations and Warranties of Contractor. Contractor represents and warrants to the Owner that:
(a) Contractor is duly organized, validly existing and in good standing under the laws of the State of California, with full corporate power and authority to lease and own real and personal property.
(b) Contractor has full power, authority, and legal right to enter into and perform its obligations under this Site Lease, and the execution, delivery, and performance of this Site Lease have been duly authorized by all necessary corporate actions on the part of Contractor and do not require any further approvals or consents.
(c) Execution, delivery, and performance of this Site Lease do not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement, or instrument to which Contractor is a party or by which it or its property is bound.
(d) There is no pending or, to the best knowledge of Contractor, threatened action, or proceeding before any court or administrative agency that will materially adversely affect the ability of Contractor to perform its obligations under this Site Lease.
Representations and Warranties of Contractor. Contractor represents and warrants to the Owner that:
(a) Contractor is duly organized, validly existing and in good standing as a contractor and licensed contractor under the laws of the State, with full corporate power and authority to lease and own real and personal property;
(b) Contractor has full power, authority and legal right to enter into and perform its obligations under this Sublease, and the execution, delivery and performance of this Sublease have been duly authorized by all necessary corporate actions on the part of Contractor and do not require any further approvals or consents;
(c) The execution, delivery, and performance of this Sublease do not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement, or instrument to which Contractor is a party by which it or its property is bound;
(d) There is no pending or, to the knowledge of Contractor, threatened action, or proceeding before any court or administrative agency that will materially adversely affect the ability of Contractor to perform its obligations under this Sublease;
(e) Contractor will not mortgage or encumber the Site or the Sublease or assign this Sublease or its rights to receive Sublease payments hereunder, except as permitted herein.
Representations and Warranties of Contractor. Contractor represents and warrants to Company that the following statements are true and correct:
(a) Employ or otherwise contract for services with all Contractor personnel.
(b) Follow and cause all personnel to follow all protocols established by Company.
(c) Comply with all applicable laws and regulations in connection with this Agreement performed by Contractor.
(d) Maintain all books and records relating to this Agreement performed by Contractor and pay all undisputed obligations of the business related in a timely and reasonable manner.
(e) Provide and maintain all equipment, facilities, and supplies necessary for performance of this Agreement by Contractor, all of said equipment, facilities, and supplies will be the sole property of Contractor, unless otherwise agreed by the Parties.
(f) Electronic content created by Contractor for the Company is the exclusive ownership of the Company.
(g) Maintain liability insurance with respect to services performed under this Agreement.
(h) Provide notice to Company upon the occurrence of any event which may have a material adverse effect Contractor’s ability to fulfill its obligations under this Agreement, including any:
(i) Change in the license or certification or any denial, suspension, revocation, termination or relinquishment of any license of any Contractor personnel.
(ii) Event that may affect Contractor’s ability to perform its obligations under this Agreement.
(iii) Failure or inability of Contractor to comply with the terms of this Agreement.
Representations and Warranties of Contractor. Contractor represents and warrants to Owner that:
Representations and Warranties of Contractor. The Contractor represents and warrants that the Contractor is not a party to any other Consulting agreement, noncompetition agreement or other agreement which restriction could interfere with the Contractor’s Consulting with the Company or the Company’s rights and the Contractor’s obligations hereunder and that the Contractor’s acceptance of Consulting with the Company and the performance of the Contractor’s duties hereunder will not breach the provisions of any contract, agreement or understanding to which the Contractor is party or any duty owed by the Contractor to any other person or entity.
Representations and Warranties of Contractor. Contractor represents, warrants and covenants to United as of the date hereof as follows:
Representations and Warranties of Contractor. Each Consortium Member hereby represents and warrants to Owner as follows:
