Client’s Representations, Warranties and Covenants Clause Samples

Client’s Representations, Warranties and Covenants. Client represents, warrants and covenants to Adviser as follows: (a) Client has authority to enter into and perform this Agreement. The engagement of Adviser, including the granting of discretionary investment authority and the right to make proxy voting decisions, is duly authorized by Client. (b) If Client is organized as an entity, Client is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full power and authority to carry on its business as it has been and is conducted. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of the Client under its governing documents and have been duly authorized by all necessary corporate and other action. Client agrees to provide Adviser with a true and correct copy of Client’s charter, operating, partnership or trust agreement, plan or other governing instruments or documents upon request by Adviser and to promptly notify Adviser of any amendment thereof. (c) If this Agreement is entered into by a trustee or other fiduciary, such trustee or fiduciary represents that the Advisory Services to be provided by Adviser under this Agreement are within the scope of the services and investments authorized by the governing instruments of, and/or law and regulations applicable to, such trustee or fiduciary and such trustee or fiduciary is duly authorized to enter into this Agreement. (d) Client warrants that any securities or other assets delivered to Adviser are free of any encumbrances, including constructive liens, and that Client is the owner of such securities or other assets. (e) If Client is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Client represents that Client is a “named fiduciary” within the meaning of ERISA with respect to control or management of the assets of the Portfolio. Client further represents that if the Portfolio’s assets represent a portion of an employee benefit plan, Client will remain responsible for determining an appropriate overall diversification policy for the assets of such plan. (f) If Client is a retirement plan subject to ERISA, Client agrees to obtain and maintain while this Agreement is in effect any bond required pursuant to the provisions of ERISA or other applicable law and to include within the coverage of such bond Adviser and any of Adviser’s officers,...
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Client’s Representations, Warranties and Covenants. In addition to any other representations, warranties or covenants made herein, Client represents, warrants and covenants, as applicable, to CMC that: (a) it is a financial institution validly organized and chartered under the laws of the federal government or of the state in which Client is primarily or principally located; (b) it has full power and authority under its organizational documents and the laws of the federal government and/or such state to execute and deliver this Agreement and to perform its obligations hereunder, (c) it has by proper action duly authorized the execution and delivery of this Agreement and when validly executed and delivered, this Agreement shall constitute a legal, valid and binding Agreement of Client enforceable in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (d) the execution and delivery of this Agreement and the consummation of the transaction herein contemplated does not conflict in any material respect with or constitute a breach of its organizational documents or a material breach of default under the terms of any agreements to which it is a party; and (e) Client complies and shall comply with all guidelines and regulations established or promulgated by the Federal Financial Institutions Examination Council in connection with the identification, renovation and testing of issues and problems relating to the processing of data and the functioning of computers and related equipment before, during and after the year 2000.
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Client’s Representations, Warranties and Covenants. Client represents and warrants to USA that: 7.01 Client is a corporation duly organized and existing in good standing under the laws of Massachusetts. 7.02 Client is qualified and licensed to carry on its business in those jurisdictions in which it transacts business and is required to be qualified or licensed. 7.03 Client has the power and authority under law and under its charter and by-laws to enter into and perform its obligations under this Agreement. 7.04 All requisite corporate and other acts or proceedings required to be taken to authorize the execution, delivery and performance of this Agreement have been taken. 7.05 All of the prospectuses, contracts and other forms provided or required by Client shall have been approved by all required regulatory agencies and are or shall be in compliance with all applicable Federal, state, and local laws and regulations. 7.06 Client has and will continue to comply with all laws with respect to the Contracts and it has and will continue to make all required filings with regulatory agencies in connection with the offer, sale, or administration of the Contracts. 7.07 Client shall fulfill all of its lawful obligations with respect to the Contracts, regardless of any dispute between Client and USA.
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Client’s Representations, Warranties and Covenants. Client represents and warrants that (a) it has all rights necessary to provide the rights granted to Imaginuity with respect to the Client Materials hereunder; (b) to the best of Client’s knowledge, any information it gives to Imaginuity, including product claims, will be accurate; (c) Client further represents that any and all copyrighted materials, identifying marks, trade names, and other intellectual property that it gives to Imaginuity do not and will not infringe any other copyrighted materials, identifying marks, trade names, trademarks, or other intellectual property. In the event that Imaginuity performs Services on Client’s premises, Client shall provide the following: (i) a reasonably suitable work environment for the performance of the Services; (ii) reasonable access to and use of Client’s facilities and relevant information; and (iii) timely assistance in the correction of any hardware or software problems that would reasonably and materially affect the performance of Services.
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Client’s Representations, Warranties and Covenants a. Client represents and warrants to EVERSANA that as of the Effective Date: i. the Product has been approved by the FDA for the treatment of uncomplicated urinary tract infections (uUTIs) caused by the designated microorganisms Escherichia coli, Klebsiella pneumoniae, or Proteus mirabilis in adult women who have limited or no alternative oral antibacterial treatment options; ii. Client has no knowledge of any claim alleging that the manufacture, packaging, distribution, sale or use of the Product in the Territory and the use of any registered Product Trademark, Corporate Trademarks, or registered copyright within Product Copyrights in the Territory infringes or misappropriates the Intellectual Property Rights or other rights of any Third Party; and iii. Client Controls the Intellectual Property Rights in and to the Product and has the right to grant EVERSANA the license under Section 2.2 and to appoint EVERSANA to provide the Services, as set forth herein.
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Client’s Representations, Warranties and Covenants a. Client represents and warrants to EVERSANA that as of the Effective Date: i. Client has not received any written communication alleging that the manufacture, packaging, distribution, sale or use of the Product in the Territory and the use of any registered Product Trademark, Corporate Trademarks, or registered copyright within Product Copyrights in the Territory does not infringe or misappropriate the Intellectual Property Rights or other rights of any Third Party; and ii. Client has the right to Commercialize the Product in the Territory and to grant to EVERSANA the right to provide the Services, as set forth herein.
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Client’s Representations, Warranties and Covenants. Client represents, warrants, and covenants to Dynata as follows: (i) Client’s surveys will not contain any obscene, pornographic, illegal, defamatory, libelous, fraudulent, abusive, indecent, infringing or misappropriating, or hateful material or content and Client agrees that Dynata reserves the right to remove any such material or content, without prior written consent from Client; (ii) Client will only disclose personally-identifiable information (“PII”) to Dynata in conformance with: (a) the privacy policy, statement and/or disclosures made to the data subjects at the time of collection of their PII or if an individual expressly consents to such disclosure; and (b) applicable laws, codes, regulations, rules, and requirements of the country of residence of the data subjects; (iii) the primary purpose of the questionnaire(s) is legitimate survey research not changing the opinion of any population (Push Polling), soliciting donations under the guise of research (FRUGGING), or direct selling of products and services under the guise of research (SUGGING); (iv) all telephone records or data purchased by Client will be used by or on behalf of Client for legitimate market research and in strict compliance with applicable laws, regulations, rules, and requirements, and will not be used for direct marketing, advertising, or selling of any products or services, whether of or for Client and/or for any third party or third parties or any other telemarketing activities; (v) if Client provides electronic mail addresses and/or telephone numbers to Dynata, either Client or Client’s customer/client has permission from the individual(s) to share such information with Dynata for the purpose of conducting online surveys and/or market research; (vi) in the event Client provides telephone or online sample to Dynata that is sourced from a third party, that such third party permits the sharing of such sample with ▇▇▇▇▇▇ and permits the use of the sample by Dynata on behalf of Client as set forth in the Agreement and/or SOW; and (vii) in the event Client uses Dynata to collect data in connection with an online or telephone survey and such survey includes respondents who reside in Russia, that such survey shall not solicit any personally identifiable information from such respondents.
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Client’s Representations, Warranties and Covenants. 1. As of the date hereof, Client is not aware of any material nonpublic information concerning the Issuer or its securities. Client is entering into this Plan in good faith and not as part of a plan or scheme to evade compliance with the federal or state securities laws. 2. In the case of sales of shares of Stock pursuant to this Plan, the shares of Stock to be sold are owned free and clear by Client and are not subject to any agreement granting any pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or any other limitation on disposition, other than those which may have been entered into between Client and MUMSS or imposed by Rules 144 or 145 under the Securities Act of 1933, as amended (the “Securities Act”). 3. While this Plan is in effect, Client agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by this Plan (including, without limitation, with respect to any securities convertible or exchangeable into the Stock) and agrees not to deviate from the Plan. (a) Client agrees to notify MUMSS as soon as practicable upon the occurrence of any event that would prohibit any sale of shares of Stock under the Plan, including but not limited to any legal, accounting or regulatory restriction or if Client has entered into a lock-up agreement that imposes restrictions on Client’s ability to sell shares of the Stock. (b) Client agrees that this Plan will be terminated if MUMSS receives any notice pursuant to paragraph B.4 (a) of this Plan. (c) Client acknowledges that it may not be possible to effect a purchase or sale under this Plan due to a market disruption, including without limitation, a halt or suspension of trading in the stock imposed by a court, governmental agency or self-regulatory organization, and Client agrees that MUMSS may terminate the Plan upon the occurrence of such event. 5. Client represents and warrants that the execution and delivery of this Plan by Client and the transactions contemplated by this Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Client or any of Client’s affiliates or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Client or Client’s affiliates, in any such case to the extent that such contravention would have a material adverse effect on the Client or this Plan. 6. Client agrees that, until this Plan has been ter...
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Client’s Representations, Warranties and Covenants 
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Related to Client’s Representations, Warranties and Covenants

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that: (a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor; (b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors; (c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.