Representations and Warranties. Purchaser is not an authorized dealer, representative, reseller, or distributor of any of Seller’s, or its affiliates’, products or services. Purchaser agrees, represents and warrants that it
(i) is not purchasing the Services on behalf of a third party,
(ii) is not purchasing the Services in order to resell or distribute the Recommendations to a third party,
(iii) is not purchasing the Services in order to export the Services from the country in which Seller rendered the Services (“Ship-to Country”), and (iv) will not export the Recommendations out of the Ship-To Country.
Representations and Warranties. 1. Parties’ general representations and warranties: A Party represents and warrants to the other Party that:
(a) (organisation and existence) it has been organized in accordance with the laws of its place of organisation, is validly existing under those laws and has power and authority to carry on its business as it is now being conducted;
(b) (power) it has power to enter into this Agreement and comply with its obligations under it;
(c) (no contravention or exceeding power) this Agreement and the transactions under it do not contravene its constituent documents (if any) or any law or obligation by which it is bound or to which any of its assets are subject or cause a limitation on its powers;
(d) (authorisations) it has in full force and effect the authorisations necessary for it to enter into this Agreement, to comply with its obligations and exercise its rights under it and allow it to be enforced;
(e) (solvency) it
(i) is not Insolvent,
(ii) is currently able to pay its debts and obligations as they come due in the ordinary course, and (iii) is not subject to any bankruptcy, insolvency, liquidation or other similar proceedings relating to or affecting the enforcement of creditors’ rights generally; and
(f) (Signing Resolutions) The Board of Directors of Parties have approved the resolutions (Signing Resolutions) to authorize this Agreement and the transactions contemplated. Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect.
(g) Distributor further represents and warrants that:
(i) it is validly existing and in good standing as a corporation under the laws of Territory, and has all necessary corporate power to perform its obligations under this Agreement and its financial resources are sufficient to enable it to perform all of its obligations under this Agreement;
(ii) it is not currently involved in any litigation or disciplinary action relating to the sale of medical devices before a regulatory authority or under the laws of any country, and to its knowledge no such proceedings are anticipated to commence during the term of this Agreement; and
(iii) it has sufficient personnel and capacity to perform its obligations under this Agreement.
2. No other representations or warranties: Parties acknowledge and agree that, except as set out in this Agreement, no representation or warranty has been made to one another... 계약서의 어떠한 조항도 누군가의 이해관계 /이익을 대변하지 않는 것은 없다.
Representations and Warranties. 1 Each Party represents and warrants that: