Representations and warranties of the Contractor. The Contractor represents and warrants to the Authority that:
(a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
(e) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(f) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;
(g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations ...
Representations and warranties of the Contractor. The Contractor hereby warrants, represents and agrees as follows:
(a) No approval, authorization, clearance, declaration, or order of or to any other person or entity is required in order to permit the Contractor to perform the Services under this Contract.
(b) Neither the execution of this Contract nor the consummation of the transactions contemplated hereby will cause, or give any person ground to cause, the maturity, acceleration, or increase of any liability or obligation of the Contractor and will not conflict with, violate, or constitute default under any contract, agreement, duty, obligation, or instrument to which the Contractor is a party or to which the Contractor is bound.
(c) The Contractor, by execution hereof, does hereby represent to the City that the Contractor, through the signature of the officials contained in this Contract, has full power and authority to make and execute this Contract to the effect that the making and execution hereof shall create a legal obligation upon the Contractor, which shall be legally binding upon the Contractor.
(d) Nothing contained or any obligation on the part of the Contractor to be performed hereunder shall in any way be contrary to or in contravention of any policy of insurance or surety bond required of the Contractor pursuant to the laws of the State of Georgia.
Representations and warranties of the Contractor. The Contractor hereby represents and warrants to the other Party as follows:
Representations and warranties of the Contractor. The Contractor represents and warrants to the Authority that:
Representations and warranties of the Contractor. The Contractor represents and warrants to the Authority that:
(a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
Representations and warranties of the Contractor. 5.1 The Contractor represents and warrants that he has visited the Area, that the same is suitable for the System’s construction in a world class manufacturing way and in compliance with the Technical Specifications and the Applicable Law and has already checked the absence of obstacles of a technical and/or geological and/or hydraulic and/or legal and/or administrative nature with reference to the commencement of the Works. Any and all designs, engineering and project specifications produced and delivered by the Contractor shall be prepared and signed by a duly certified engineer and are appropriate to fully accomplish the purpose of this Contract. Therefore, any approval or acknowledgement by the Principal of the technical designs and documentation shall not release the Contractor from its duties, warranties and liabilities as to the exact delivery of the System and performance of the Works.
5.2 The Contractor represents and warrants that at the time of execution hereof he, also through the Developer, holds a valid Building Permit, accepted STMC and Enel’s comunicazione di conclusione iter autorizzativo in relation to the System and that it is unaware of any facts or circumstances, of any kind whatsoever that might prejudice the formation or validity of any System’s Applicable Permits, or the transfer or registration thereof in favour of the Principal. The Area, object of the final building right agreement regarding the Land Use Rights, are free from any encumbrances or burden and there are no third parties (apart from the lawful owners) who can claim any right in relation to such lands, nor prevent the acquisition by the Principal of the Area free from any encumbrances or burden.
5.3 The Contractor also represents and warrants to the Principal, with reference to the “turn key” nature of this Contract, to be the only Party liable to the Principal concerning the Works’ complete construction in a world class manufacturing way, undertaking, thus, all liability towards the Principal with reference to all the activities whose performance is entrusted to sub-contractors, pursuant to this Contract.
5.4 The Contractor expresses his consent, as of the date hereof, to the assignment and/or pledge in favour of the Financing Entity (or any third parties appointed by the latter) by the Principal of his receivables deriving from this Contract and shall provide his cooperation in the performance of all the formalities and shall provide any further consent, necessary or...
Representations and warranties of the Contractor. The Contractor represents and warrants the following:
Representations and warranties of the Contractor. The Contractor hereby represents and warrants to the Company that:
(a) the Contractor is duly incorporated pursuant to the Company Act (British Columbia), and is in good standing thereunder;
(b) the execution and delivery of this Agreement has been duly authorized by all required corporate action on behalf of the Contractor;
(c) the Contractor is not a registered broker-dealer pursuant to the Exchange Act, and is not a registered in any capacity under the B.C. Act; and
(d) the Contractor's directors, officers, employees, representatives and agents providing the Services pursuant to this Agreement are familiar with and responsible for compliance with all applicable securities legislation in relation to the providing the Services, including but not limited to:
(i) the B.C. Act; and
(ii) United States securities laws, and in particular Regulation FD of the Exchange Act.
Representations and warranties of the Contractor. In addition to any other representations and warranties made by Contractor in this Contract, Contractor also represents and warrants that:
Representations and warranties of the Contractor. The Contractor represents, warrants, and covenants to and in favour of the Corporation that:
(a) this Agreement is a legal, valid, and binding obligation of the Contractor enforceable against the Contractor and the Contractor's successors and permitted assigns in accordance with the terms hereof, except as that enforcement may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
(b) the Contractor has not infringed the Intellectual Property rights of any person in connection with the creation of the Corporation Works;
(c) none of the Exempt Works form a part of the Intellectual Property of the Corporation or the Corporation Works that the Contractor has created, developed and/or contributed to (whether directly or indirectly), in the course of the Contractor's engagement with the Corporation (in particular, as it relates to the Technology); and
(d) this Agreement fully and accurately reflects and expresses the original intentions and expectations of the Contractor regarding the ownership of the Corporation Works by the Corporation;
