Additional Obligations Representations and Warranties Clause Samples

Additional Obligations Representations and Warranties. 12.1. Each Party represents and warrants, and covenants to the other Party that during the Term it is, and will at all times be, in compliance with all applicable laws, regulations and industry codes applicable to its business, the distribution of the Product into and within the Territory and the Services, including, without limitation, applicable anti-bribery laws including the U.S. Foreign Corrupt Practices Act, as amended (collectively the «Anti-Bribery Laws»), laws and regulations regulating the payments to health care professionals, prohibiting the submission of false information to Regulatory Authorities, the Pricing Authority and other government agencies, Privacy Laws, and laws and regulations on restraint of trade and competition, and U.S. anti-boycott and export control laws. Each Party shall take all action necessary and required actions to comply with all such laws, regulations and industry codes. To the extent QUOIN has disclosed to Distributor on or before the Commencement Date specific written policies to assure compliance with respect to Anti-Bribery Laws, export laws or any other applicable laws, Distributor shall comply with such QUOIN policies. 12.2. In addition, notwithstanding any other provision of the Agreement, neither Party be required to take, or to refrain from taking, any action where to do so would be inconsistent with or penalized under the laws of England and Wales or the Territory or any applicable foreign jurisdiction and in particular QUOIN shall not be required to act in any way that is prohibited by Trade Control Laws. 12.3. In addition, notwithstanding any other provision of this Agreement, QUOIN or Third-Party Designee on behalf of QUOIN shall not be required to take, or to refrain from taking, any action where to do so would be inconsistent with or penalized under the laws of England and Wales or any applicable foreign jurisdiction. 12.4. Each Party covenants and agrees that, as requested by the other Party and on a periodic basis, it shall certify in writing to the other Party that it is in full compliance with Clause ‎13.1 and has not committed any violations of the laws, regulations or codes set forth in Clause ‎13.1. Distributor shall also complete any surveys, and respond to information requests, made by QUOIN or Third-Party Designee on behalf of QUOIN in connection with the foregoing certification and shall require its Affiliates to do the same. 12.5. Each Party represents, warrants and covenants with the other ...
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Additional Obligations Representations and Warranties. 5.1 Buyer acknowledges that its employees and contractors who are former Seller employees and contractors have a continuing duty to assist Seller with in connection with any Third Party infringement claim or action against Seller, and accordingly, Buyer agrees to make available, to Seller or its counsel, inventors and other persons employed by Buyer for interviews and/or testimony to assist in connection therewith, including the signing of documents related thereto. Any actual and reasonable out-of-pocket expenses associated with such assistance shall be borne by Seller, expressly excluding the value of the time of such Buyer personnel; provided, however, that in the case of assistance with litigation or any other assistance that requires significant time commitment by Buyer’s personnel, the parties shall agree on a case by case basis on compensation of Buyer for the value of the time of Buyer’s employees as reasonably required in connection with such litigation. 5.2 On the Closing Date, Seller shall provide to Buyer the source code and object code to the Licensed Business Technology, together with database schemas, user interface specifications, logic flow diagrams, development documentation comprising a part of such Licensed Business Technology, including developer notes and memoranda for such Licensed Business Technology, and a listing of development tools currently used in creating, enhancing and maintaining the Licensed Business Technology, and a listing of required third party software currently used by Seller with respect to the Licensed Business Technology, in each case, to the extent that such information or Technology is reasonably available to Seller on the Closing Date and Seller may provide such information or Technology without violating any right of any third party (collectively, the “Source Code Materials”). Such material shall be provided in a usable electronic format.
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Additional Obligations Representations and Warranties 
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Related to Additional Obligations Representations and Warranties

  • Client Representations and Warranties 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account will be deemed to be held by the persons as joint tenants despite any actual or constructive notice to Admiral of any partnership or other agreement between the persons. The joint holding will be only be deemed not to be held as joint tenants if Admiral expressly agrees that in writing that the persons consisting the client hold the Account as tenants in common in equal shares or by a court determination of that it is not held as joint tenants; if the Client is an investment manager or a responsible entity, the investment management agreement or fund constitution specifically empowers and authorises dealings in the Admiral Products, by the Client and on behalf of their underlying clients or investors; and such dealings are within the authorised ambit of each underlying client’s investment strategy; it will enter into Transactions pursuant to the applicable investment management agreement as investment manager or responsible entity and not otherwise; (iii) it will only deal in Admiral Products when the funds or other assets under its control are sufficient to meet the obligations which arise in connection with such dealing; and if your appointment as investment manager or responsible entity is terminated, it is authorised to arrange for Closing Out of all Transactions entered into on behalf of the Client prior to the date of such termination as soon as possible; is not an employee or the close relative of an employee of any exchange participant; you have read these Account Terms and any product disclosure statement issued by Admiral in relation to the Admiral Products and Transactions relevant to the Account (including the disclosures of significant risks); you have considered your objectives and financial situation and you have had a reasonable opportunity to obtain appropriate independent advice prior to entering into these Account Terms, and has formed the opinion that dealing in the Admiral Products is suitable for your needs and purposes; the Client is willing and able, financially and otherwise, to assume the risk of trading in high risk investments, Transactions using Margin and all other Transactions covered by these Account Terms; all information supplied to Admiral by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order with Admiral and you assume full responsibility for any Order placed with Admiral; you fully understand the relevant provisions of: the prohibition of false or misleading markets and other market manipulation as described in Applicable Laws and section 1041A of the Corporations Act; the prohibition of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as described in section 1043A of the Corporations Act; the prohibition of false trading and market rigging as described in sections 1041B and 1041C of the Corporations Act; the prohibition of misleading and deceptive conduct described in section 1041H of the Corporations Act; and Applicable Laws and, to the extent your investing in Admiral Products have Underlying Reference Instruments which are governed by the Corporations Act, the conditions upon which short selling is permitted on the ASX and the disclosure obligations are imposed on short sellers. You will notify Admiral if you are funding your account using superannuation as that may impact your classification as a retail or wholesale client. You acknowledge to us that you have received or downloaded, and read and understood the TMD document and you agree that you are within the class of consumers described in our TMD.