Representations and Warranties. 3.1 General Representations – Each Party represents and warrants that it is a duly organized entity in good standing and has power and authority to perform its obligations under this Agreement, and that this Agreement does not conflict with or violate any agreement with a third party and that in the conduct of its business and performance of its obligations hereunder, Tube and IZSVe represent that they will observe and comply with all applicable laws, rules and regulations. Each Party hereby further represents that, as of the date of execution of this Agreement, the rights granted to the other hereunder do not conflict with the rights of any third party under any agreement with the Party making the representation or any of its Affiliates.
3.2 Except as otherwise explicitly set forth herein, each Party expressly disclaims to the other Party any express or implied warranty related to: (1) the performance or non- performance of this agreement; (2) the implied warranties of merchantability and fitness for a particular purpose; (3) any implied warranty arising out of a course of dealing, custom or usage of trade; (4) any representation or warranty of non-infringement of third party intellectual property rights; or (5) any other matter or subject arising out of this agreement.
Representations and Warranties. Sezione I Le representations
Sezione II Le legal warranties
Sezione III Le business warranties
Representations and Warranties. 12.1 Each Party represents and warrants to the other Party that: (a) it has the rights in and to its Confidential Information and/or it has the right to disclose such Confidential Information to the other Party; and (b) by entering into this Agreement it is not breaching any obligation in any agreement to any third party.
12.2 Except as expressly stated in this Agreement, the Disclosing Party makes no express or implied warranty or representation concerning its Confidential Information, including the accuracy or completeness of its Confidential Information.
Representations and Warranties. 17.1 The Organisation represents and warrants that:
a) it has the right and authority to enter into and perform its obligations under this Publishing Agreement and neither entering into nor performing this Publishing Agreement will cause the Organisation to be in breach of any other contract to which it is a party or of any laws or regulations;
b) the person executing this Publishing Agreement on its behalf has the demonstrable right and authority to do so and once so executed, this Publishing Agreement will constitute legal, valid and binding obligations on the Organisation;
c) no material in any article or any other material in the Journal (other than as provided by the Publisher), including but not limited to any promotional or advertising material and any free page offered to the Organisation according to the Clause “Format and Frequency” shall infringe any copyright, database right, trade secret, moral right, trademark or patent or obligation of confidentiality or violate any other intellectual property or related right or property right or other right of any person or entity or contain any matter that may cause religious or racial hatred or encourage terrorism or unlawful acts or be defamatory (or contain malicious falsehoods), invade any right of privacy or publicity or infringe data protection law, or be otherwise actionable, including, but not limited to, any action related to any injury resulting from the use of any practice or formula disclosed in the Journal; and
d) the Organisation shall have all necessary rights, licences, consents, authorisations, orders, warrants, confirmations, permissions, certificates, approvals, registrations and authorities in full force and effect as necessary for it to grant the Publisher the rights as foreseen under this Publishing Agreement or as otherwise required by the Organisation pursuant to this Publishing Agreement.
17.2 The Organisation represents and warrants that no person acting on behalf of the Organisation:
a) has directly or indirectly: (i) paid, provided, offered or authorised any payment, gift, inducement or other benefit to any person including any governmental or regulatory entity or official in any territory for the purpose of improperly obtaining, retaining or directing business or to secure or obtain any improper business advantage; nor (ii) received, accepted or authorised any such benefit from any such person for any such purpose; nor
b) shall directly or indirectly commit any of the prohibit...
Representations and Warranties. 10.1 The VAT Subordinated Facility Provider represents and warrants to the Secured Creditors that:
(i) it has received a copy of the Finance Documents and is aware of all terms and conditions provided therein;
(ii) except for the Pledge granted pursuant to this Deed, the Receivables are and shall remain until the Final Discharge Date free from any security or other rights of third parties of any kind, whether in rem or personal, save for those directly and exclusively deriving from this Deed and from mandatory law;
(iii) it is vested with the powers which are necessary to execute and fulfil the obligations undertaken hereunder, including (but not limited to) the powers relating to the execution of any document, notice, and communication to be issued hereunder, to the performance of any deed and/or activity required hereunder, and all the necessary resolutions of the corporate bodies have been validly taken in order to authorise the execution, performance, and fulfilment of the aforesaid aforementioned obligations;
(iv) no civil, arbitral or administrative proceedings before any civil, arbitral or administrative authorities are pending in connection with the Receivables which could cause a Material Adverse Effect, nor such proceedings have been threatened in writing;
(v) this Deed and the obligations provided herein do not breach any law or regulation applicable with respect to the Pledgor, any provision of the constitutional documents of the Pledgor, decision, decree or other order of courts or public authorities binding for the Pledgor, or any obligation undertaken by the Pledgor or any obligation whatsoever binding for it, in relation to any third party;
(vi) the execution of this Deed and the performance of their obligations under this Deed are for the interest and for the benefit of the Pledgor and its competent corporate bodies have assessed and deemed existent such corporate interest and such corporate benefit deriving from this Deed;
(vii) save for the Legal Reservations, the Pledge established herein is valid, effective and, after the completion of the Perfection Requirements, also enforceable toward third parties;
(viii) it is the sole and legitimate owner of the Receivables and has full title of such Receivables.
Representations and Warranties. 3.1 Institution represents and warrants that it has the legal authority to enter into this Agreement and that the terms of this Agreement are not in conflict with any other agreements to which it is legally bound. Institution will not, and shall ensure that Investigator will not, enter into any agreement or engage in any activities that would materially impair its or his/her ability to complete the Trial in accordance with this Agreement and the Protocol.
3.2 Institution represents and warrants that the Investigator is fully qualified as a medical practitioner under applicable laws and regulations and is fit to perform his/her obligations under this Agreement. Institution represents and warrants that it will not, in the course of performing the Trial, use in any capacity the services of any person or entity who has been debarred, disqualified as an investigator, or restricted by any national or international governmental or regulatory authority. Institution represents and warrants that none of Institution,
Representations and Warranties. You represent and warrant that you will access the Network only for your use and, except as expressly permitted by this Agreement, you will not lend, lease or share your access rights or subscription with any third party. You further represent and warrant that you will not access the Network so as to exceed the number of Rovers permitted by your subscription. You represent and warrant that you are proficient in the use of GPS systems of the type useable with the Network and will independently assess the accuracy and value of any data derived from the Network. You represent and warrant that You will comply with all laws, codes, rules, and regulations relating to Your use of the Network, and that You have obtained all necessary licenses, permits, training, and authorizations necessary for access or use of the Network.
Representations and Warranties. (a) On the date of this Novation Agreement and on each Novation Date:
(i) Each of the parties makes to each of the other parties those representations and warranties set forth in Section 3(a) of the 1992 ISDA Master Agreement with references in such Section to “this Agreement” or “any Credit Support Document” being deemed references to this Novation Agreement alone.
(ii) The Remaining Party and the Transferor each makes to the other, and the Remaining Party and the Transferee each makes to the other, the representation set forth in Section 3(b) of the 1992 ISDA Master Agreement, in each case with respect to the Old Agreement or the New Agreement, as the case may be, and taking into account the parties entering into and performing their obligations under this Novation Agreement.
(iii) Each of the Transferor and the Remaining Party represents and warrants to each other and to the Transferee that:
(A) it has made no prior transfer (whether by way of security or otherwise) of the Old Agreement or any interest or obligation in or under the Old Agreement or in respect of the Old Transaction; and
(B) as of the Novation Date, all obligations of the Transferor and the Remaining Party under the Old Transaction required to be performed on or before the Novation Date have been fulfilled.
(b) The Transferor makes no representation or warranty and does not assume any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the New Transaction or the New Agreement or any documents relating thereto and assumes no responsibility for the condition, financial or otherwise, of the Remaining Party, the Transferee or any other person or for the performance and observance by the Remaining Party, the Transferee or any other person of any of its obligations under the New Transaction or the New Agreement or any document relating thereto and any and all such conditions and warranties, whether express or implied by law or otherwise, are hereby excluded.
Representations and Warranties. 17.1 You represent and warrant to us that (i.e. you are making statements and promises on which we will rely when we provide services to you. You therefore need to make sure that they are accurate as you will be responsible and liable to us if they are not):
17.1.1 if you are an individual, you are at least 18 years of age, of sound mind and have the legal capacity to enter into a legally binding agreement with us;
17.1.2 if you are a corporation, you are duly incorporated and validly existing under the laws of the country of your incorporation and that you have approved the opening of an account with us by a board resolution certified by the corporation’s officers;
17.1.3 no person other than you has or will have an interest in your account(s);
17.1.4 the Agreement, each transaction and the obligations created under them both are binding upon you and enforceable against you in accordance with their terms (subject to applicable principles of equity) and do not and will not violate the terms of any regulation, order, charge or agreement by which you are bound;
17.1.5 except as otherwise agreed by us, you are the sole beneficial owner (i.e. no one else has any kind of legal ownership rights) of all Margin or money you transfer under the Agreement, free and clear of any security interest (i.e. you have not given some form of rights to the money to someone else);
17.1.6 regardless of any subsequent determination to the contrary, trading in the Products is suitable for you and that you are aware of the risks involved with such transactions; and
17.1.7 le informazioni che ci sono state comunicate nel modulo di apertura del conto debitamente compilato e in ogni momento successivo (comprese le informazioni finanziarie) sono vere, accurate e complete sotto tutti gli aspetti rilevanti.
Representations and Warranties