Representations, Warranties and Additional Covenants. Contractor represents and warrants to Mercy Corps and covenants with Mercy Corps as follows. Contractor has full rights and authority to enter into and perform its obligations under this Contract. Contractor’s performance will not violate any agreement or obligation between Contractor and any third party. Contractor has the requisite skills to perform the Services in accordance with the SOW. Contractor possesses all governmental and other certifications and licenses necessary to perform the Services. Performance by Contractor of its obligations under this Contract will not infringe on any patent, copyright, trademark, trade secret or other proprietary right of any third party. Contractor will comply with all applicable law, regulations and rules in the performance of its obligations under this Contract. Contractor has not, and will not, engage in transactions with, or provide resources or support to, individuals and organizations associated with terrorism, including those individuals or entities that appear on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury (xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/SDN-List/Pages/default.aspx) or the United Nations Security designation list (xxxx://xxx.xx.xxx/sc/committees/1267/aq_sanctions_list.shtml). Contractor will comply with and train its employees in all applicable laws against bribery, corruption, inaccurate books and records, inadequate internal controls and money-laundering, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Contractor has not and will not offer or give any employee, agent, or representative of Mercy Corps anything of value to secure any business from Mercy Corps or influence such person to alter the terms, conditions, or performance of any contract with or purchase order from Mercy Corps, including but not limited to this Contract. Contractor, including its owners or employees, does not own, directly or indirectly, any other company that was competing for award of this Contract. Contractor did not seek or obtain confidential information related to the award of this Contract from any Mercy Corps employee, agent or representative. Contractor did not collude or conspire with any other individual or entity to limit competition for the award of this Contract, to set prices being offered or in any other way to interfere with free and open competition. Contractor is not owned in whole or in part, directly or indirectly, by any i...
Representations, Warranties and Additional Covenants. Client represents, warrants, and covenants that:
5.1 Client has the full power, authority, and capacity to enter into this Coinbase Prime Broker Agreement and to engage in transactions with respect to all Digital Assets relating to the Prime Broker Services;
5.2 Client is and shall remain in full compliance with all applicable laws, rules, and regulations in each jurisdiction in which Client operates or otherwise uses the Prime Broker Services, including U.S. securities laws and regulations, as well as any applicable state and federal laws, including AML Laws, USA PATRIOT Act and Bank Secrecy Act requirements, and other anti-terrorism statutes, regulations, and conventions of the United States or other international jurisdictions;
5.3 Client is and shall remain in good standing with all relevant government agencies, departments, regulatory, and supervisory bodies in all relevant jurisdictions in which Client does business, and Client will immediately notify Coinbase if Client ceases to be in good standing with any regulatory authority;
5.4 Client shall promptly provide information as the Coinbase Entities may reasonably request in from time to time regarding: (a) Client’s policies, procedures, and activities which relate to the Prime Broker Services, and (b) Client’s use of the Prime Broker Services, in each case to the extent reasonably necessary for the Coinbase Entities to comply with any applicable laws, rules, and regulations (including money laundering statutes, regulations and conventions of the United States or other jurisdictions), or the guidance or direction of, or request from, any regulatory authority or financial institution;
5.5 Client’s use of the Prime Broker Services shall be for commercial, business purposes only, limited to activities disclosed in the due diligence information submitted to Coinbase, and shall not include any personal, family or household purposes. Client shall promptly notify Coinbase in writing in the event it intends to use the Prime Broker Services in connection with any business activities not previously disclosed to Coinbase. Coinbase may, in its sole discretion, prohibit Client from using the Prime Broker Services in connection with any business activities not previously disclosed;
5.6 Client’s Authorized Representatives have the (a) full power, authority and capacity to access and use the Prime Broker Services and (b) appropriate sophistication, expertise, and knowledge necessary to understand the nature and risk...
Representations, Warranties and Additional Covenants. Contractor represents and warrants to Mercy Corps and covenants with Mercy Corps as follows.
a. Contractor has full rights and authority to enter into and perform its obligations under this Agreement. Contractor’s performance will not violate any agreement or obligation between Contractor and any third party.
b. Contractor has the requisite skills to perform the Services in accordance with this Agreement.
c. Contractor possesses all governmental and other certifications and licenses necessary to perform the Services in accordance with this Agreement. Performance by Contractor of its obligations under this Agreement will not infringe on any patent, copyright, trademark, trade secret or other proprietary right of any third party.
d. Contractor will comply with all applicable law, regulations and rules in the performance of its obligations under this Agreement. ،ةٌفاضلإا طورشلا ًف هٌلع صوصنم وه ام ءانثتساب .أ ًف اهدبكتٌ ًتلا تامفنلا ةفاك نع لاوإسم لوامملا نوكٌ بئارضلا ةفاك نلذكو ،ةٌلافتلاا بجومب هتامازتلا ذٌفنت فٌلاكتلا نم اهرٌغو حٌراصتلا موسرو موسرلاو بلطت لاح ًفو ،تامدخلا مٌدمتب ةملعتملا ةٌموكحلا تاعفدلا نم بئارض عاطمتسا روك ًسرٌم نم نوناملا نلت عطتمت نأ روك ًسرٌم ـلف ،لوامملا ىلإ اهٌدإت ًتلا ،ةصتخملا ةبٌرضلا ةطلسلا ىلإ اهدروت نأو بئارضلا نلتب ًمسر لاصٌإب لوامملا روك ًسرٌم دوزتو بئارض يأ ضٌفختل ةلومعملا اهدوهج لذبتو ،بئارضلا .نوناملا هب حمسٌ يذلا دحلا ىلإ اهعطتمت ضٌوعتب حمست ةٌفاضلإا طورشلا نكت مل لاح ًف .ب هذه جاردإ بجٌف ،اهدبكتٌ ًتلا تامفنلا نع لوامملا رمأ ًف وأ ةٌفاضلإا طورشلا ًف ةلوبمم تامفنك تامفنلا كئاثو يأو تلاوصولا عم لماك لكشب اهمٌثوتو ةمهملا ددحتل روك ًسرٌم ـل لومعم لكشب ةمزلا نوكت ىرخأ .بسانم لكشب اهدبكت متو ةلومعم ةفلكتلا تناك اذإ ام ةٌحلاصلاو كحلاب لماك لكشب عتمتٌ لوامملا نأ .أ نأو ،هبجومب هتامازتلا ذٌفنتو دمعلا اذه ماربلإ نٌب مازتلا وأ قافتا يؤب لخٌ نل لوامملا ذٌفنت .رٌغلا نم يأو لوامملا تاداهشلا ةفاك ىلع لصاح لوامملا نأ .ج لمعلا ذٌفنتل ةمزلالا ،اهرٌغو ةٌموكحلا صٌخارتلاو هتامازتللا لوامملا ذٌفنت نأو ةٌلافتلاا ماكحلأ ًامفو وأ عارتخا ةءارب يؤب لخٌ لا ةٌلافتلاا هذه بجومب ةٌكلم قومح يأ وأ ةٌراجت رارسأ وأ ةٌراجت تاملاع .رٌغلل ةدئاع ىرخأ معد وأ دراوم مدمٌ وأ ًافرط لوامملا لخدٌ نلو مل .ه نل ًف امب ،باهرلإاب ةلص تاذ تامظنم وأ دارفأ ىلإ
e. Contractor has not, and will not, engage in transactions with, or provide resources or support to, individuals and organizations associated with terrorism, including those individuals or entities that appear on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury (xxxx://xxx.xxx...
Representations, Warranties and Additional Covenants. Supplier represents and warrants to ADRA Yemen and covenants with ADRA Yemen as follows. الإقرارات والضمانات والتعهدات الإضافية: يقر ويضمن المورد لـ أدرا اليمن ويتعهد لها بالاتي: Supplier has full rights and authority to enter into and perform its obligations under this Contract. Supplier’s performance will not violate any agreement or obligation between Supplier and any third party. أن لديه كامل الصلاحية والحق في الدخول في هذا العقد و تحمل مسؤولية تنفيذ التزاماته بموجب هذا العقد وأن تنفيذه لهذا العقد لن ينتج عن ذلك انتهاك لأي اتفاق أو التزام بين المورد وأي طرف ثالث. The Goods and all documentation required will meet each of the standards and specifications set forth in this Contract. The Goods are merchantable and fit for their intended purpose, comply with all applicable law and are free from all defects in material and workmanship. أن كافة السلع وجميع الوثائق المطلوبة ستمتثل لكافة المعايير والمواصفات المنصوص عليها في هذا العقد، وأن السلع معروضة للشراء وتتناسب مع الأغراض المخصصة لها مع الامتثال لجميع القوانين المعمول بها و أن جميع المواد التي يتم تصنيعها منها و طريقة تصنيعها خالية من جميع العيوب. Supplier will deliver good and marketable title to the Goods free and clear of all liens, claims, encumbrances and interests of any other person, entity or government. The Goods will not infringe on any patent, copyright, trademark, trade secret or other proprietary right of any third party. أن يلتزم المورد على أن تكون السلع المسلمة ذات سمعة طيبة وقابلة للتسويق وخالية من جميع الالتزامات والمطالبات لأي شخص أو حكومة أو أي جهة أخرى أو لدى تلك الجهات اي مصلحة من ورائها أو منفعة أو أي أعباء عليها, فضلا عن أنها قد لا ينتهك أي براءة اختراع لطرف ثالث أو علاماته التجارية أو حقوق النشر أو أسراره التجارية أو غيرها من حقوق الملكية.
Representations, Warranties and Additional Covenants. 6.1 The Service Provider hereby represents and warrants to the County that:
6.1.1 the Services will be performed in a timely, professional and competent manner, with all due skill and care, and in accordance with applicable laws and accepted industry standards;
6.1.2 all Deliverables will conform with the requirements and specifications set out in Schedule “A”;
6.1.3 it has the authority and capacity to enter into this Agreement and it is not subject to any restrictive covenant or other legal obligation which prohibits the Service Provider from performing the Services or supplying the Deliverables;
6.1.4 the Service Provider has satisfied itself as to the nature and extent of the conditions to be encountered in the performance of the Services;
6.1.5 none of the Services or Deliverables infringe the Intellectual Property Rights (as defined in Section Error! Reference source not found.) of any other person and the County shall have the right to use the Services and Deliverables without any restriction or obligation to any other person, except as set out in Schedule “A”;
6.1.6 all Deliverables and any equipment, software, or other materials supplied by the Service Provider in the course of the Services shall be in good working order and free of material defects;
6.1.7 where applicable, all of the Service Provider’s employees and Representatives are and shall continue to be fully accredited in their profession, and the Service Provider shall verify the registration and accreditation of such employees and Representatives from time to time, but not less than once annually on or by the anniversary of the signing of this Agreement;
6.1.8 neither the Service Provider, the Representative nor any other employee or agent of the Service Provider has any relationship with any third party with whom the County has contracted which would cause the Service Provider to have a conflict of interest in relation to this Agreement or in respect of the Services. Should any such conflict of interest arise during the Term of this Agreement, the Service Provider covenants and agrees to immediately notify the County;
6.1.9 all reports (if applicable) and documentation submitted to the County shall be true, accurate, complete and legible; and
6.1.10 the Service Provider is, where applicable, duly registered as a GST registrant under Part IX of the Excise Tax Act (Canada).
6.2 The Service Provider shall be responsible for maintaining its own business insurance and shall provide the Coun...
Representations, Warranties and Additional Covenants. OF THE STOCKHOLDERS Each Stockholder represents, warrants and covenants to Parent that:
Representations, Warranties and Additional Covenants. Each Equity Holder and each Post-Closing EPi Stockholder hereby represents and warrants that such Equity Holder or Post-Closing EPi Stockholder has the capacity and all necessary power and authority to vote the Equity Interests or shares of EPi Common Stock owned by it, as applicable, and that this Agreement constitutes a legal, valid, and binding obligation of the Equity Holder or Post-Closing EPi Stockholder, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, or similar laws affecting enforcement of creditors rights generally. Each Equity Holder further agrees that from the date hereof until the Effective Date or until the earlier termination of this Agreement pursuant to Section 7 of this Agreement, such Equity Holder will not sell or otherwise voluntarily dispose of any of the Equity Interests that are owned by such Equity Holder or take any other voluntary action that (i) would have the effect of removing such Equity Holder's obligations under this Agreement with respect to such Equity Holder's Equity Interests or (ii) would be inconsistent with this Agreement; PROVIDED, HOWEVER, that this sentence of Section 8 shall not apply to (i) Paragon Capital, (ii) the HTD Stockholders if this Agreement terminates as to HTD and the HTD Stockholders pursuant to Section 7(b) or (iii) the Gemini Partners if this Agreement terminates as to Gemini and the Gemini Partners pursuant to Section 7(b). EPi, EPi Sub, HTD and Gemini each hereby represents and warrants that it has the capacity and all necessary power and authority to enter into this Agreement, that it has taken all necessary action to enter into and perform its obligations pursuant to this Agreement, and that this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, or similar laws affecting enforcement of creditors rights generally.
Representations, Warranties and Additional Covenants. Contractor represents and warrants to Mercy Corps and covenants with Mercy Corps as follows.
Representations, Warranties and Additional Covenants. Contractor represents and warrants to Mercy Corps and covenants with Mercy Corps as follows.
a. Contractor has full rights and authority to enter into and perform its obligations under this Contract. Contractor’s performance will not violate any agreement or obligation between Contractor and any third party. b. Contractor has the requisite skills to perform the Services in accordance with the SOW. c. Contractor possesses all governmental and other certifications and licenses necessary to perform the Services. Performance by Contractor of its obligations under this Contract will not infringe on any patent, copyright, trademark, trade secret or other proprietary right of any third party.
Representations, Warranties and Additional Covenants. Each of the Parties hereto represents, warrants and covenants to the other, with respect to facts and issues relating to it, that:
(a) it has full power and authority to carry out all of the transactions contemplated hereby;
(b) it shall comply in all material respects with all material laws, including state, local and federal rules and regulations governing the business, ownership, management and operations of such Party under this Lease Agreement;
(c) all requisite resolutions and other authorizations necessary for the execution, delivery, performance and satisfaction of this Lease Agreement by it have been duly adopted and complied with.
(d) Lessor further represents and warrants to Lessee as follows:
(i) Lessor is the duly authorized exclusive holder of the FCC Licenses and that it meets the requisite eligibility and qualification requirements to hold the Licenses and lease them to Lessee. Lessor holds the FCC Licenses free and clear of all liens, and no other person has any right, title or interest (including, but not limited to, any right of first refusal or leasehold interest) in or to any of the FCC Licenses or the associated spectrum. The FCC Licenses have been granted to Lessor by Final Order and are in full force and effect.
(ii) The term of such licenses is as set forth at Schedule 1 hereto.
(iii) There is not pending or, to the knowledge of Lessor, threatened against Lessor or any of the FCC Licenses, nor does Lessor know of any basis for, any application, action, formal complaint, claim, investigation, suit, notice of violation, petition, objection or other pleading, or any proceeding before the FCC or any other governmental body, against Lessor or any of the FCC Licenses, which questions or contests the validity of, or seeks the revocation, cancellation, forfeiture, non-renewal or suspension of, any of the FCC Licenses, or which seeks the imposition of any adverse modification or amendment thereof, or the payment of a material fine, sanction, penalty, damages or contribution in connection with its use.
(iv) All material documents required to be filed at any time by Lessor with the FCC or any other governmental body pursuant to FCC rules and policies with respect to each of the FCC Licenses have been timely filed or the time period for such filing has not lapsed, except where the failure to timely file or make such filing would not be material. All of such filings are complete and correct in all material respects. None of the FCC Licenses is ...
