DISTRIBUTOR REPRESENTATION Sample Clauses

DISTRIBUTOR REPRESENTATION. Distributor represents and warrants to the Trust that it is duly organized as a Washington State corporation and is and at all times will remain duly authorized and licensed to carry out its services as contemplated herein.
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DISTRIBUTOR REPRESENTATION. DISTRIBUTOR hereby represents that it is capable or will use its reasonable best efforts to obtain the capability to provide 7x24 monitoring of the movement of any and all specific iTracker units (including iTracker-ET PTUs) sold to DISTRIBUTOR under this Agreement and that, furthermore, it believes that it has the capability to support End Users in their use of the Products through training and other services which are designed to ensure proper Product usage; provided, however, that each representation and covenant made by DISTRIBUTOR as stated above shall be conditioned upon iSecureTrac's performance of its obligations under this Agreement and the Hosting Services Agreement. DISTRIBUTOR further represents that it is the exclusive distributor in North America for certain products made by Elmo Tech, Ltd. ("Elmo Tech") and that it intends to maintain such exclusivity during the Term of this Agreement. DISTRIBUTOR further represents that if its exclusive distributorship of such Elmo Tech products is not maintained, then DISTRIBUTOR will, at its option, either (i) make a volume commitment purchase of iTracker-ET PTU's from iSecureTrac in order to maintain the exclusivity of this Agreement pursuant to a written amendment hereto complying with Section 14.2, or (ii) become a non-exclusive DISTRIBUTOR of the iTracker-ET PTU's. In the event DISTRIBUTOR loses its ability to provide iSecureTrac with the Elmo Tech components, for any reason, either party may terminate this Agreement on sixty (60) days prior notice to the other party without penalty or further liability or obligation to such other party.
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DISTRIBUTOR REPRESENTATION. The Publisher may authorize publishing organizations to represent its services and to act as its distributor (“Distributor”) in the marketing and sales of its Licensed Materials. If Licensee subscribes to the Licensed Materials through a Distributor, all of the rights and obligations contained in this Agreement will apply to the Licensee, provided that the Distributor shall be responsible for: i) submission of this executed Agreement, with Distributor representation indicated on Schedule 1; ii) fees, invoicing and collection between Distributor and Licensee, which shall be defined and agreed only between the Distributor and Licensee and may differ from Publisher’s published rates; iii) timely payment of Fees to the Publisher; which in case of non-payment may result in suspension or termination of service to Licensee; iv) any translation of contracts, promotional material, and documentation in a language other than English. In the case of any conflict between such translation and the English version, the English version shall prevail.
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DISTRIBUTOR REPRESENTATION. DISTRIBUTOR hereby represents that -------------------------- it has the capability to support End-Users in their use of the Products through training and other services which ensure optimum Product usage.
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DISTRIBUTOR REPRESENTATION. DISTRIBUTOR hereby represents that it is capable or will obtain the capability to provide 7x24 monitoring of the movement of any and all specific iTracker units sold to DISTRIBUTOR under this Agreement and that, furthermore, it has the capability to support End-Users in their use of the Products through training and other services which ensure optimum Product usage.
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DISTRIBUTOR REPRESENTATION. The Publisher may authorize publishing organizations to represent its services and to act as its distributor ("Distributor") in the marketing and sales of its Licensed Materials. I f Licensee subscribes to the Licensed Materials through a Distributor, all of the rights and obligations contained in this Agreement will apply to the Licensee, provided that the Distributor shall be responsible for: i) submission of this executed Agreement, with Distributor representation indicated on Schedule i ; ii) fees, invoicing and collection between Distributor and Licensee, which shall be defined and agreed only between the Distributor and Licensee and may differ from Publishers published rates;
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Related to DISTRIBUTOR REPRESENTATION

  • Contractor Representations Contractor represents and warrants to Subcontractor as follows: (a) Contractor (i) is duly organized, validly existing and in good standing under the laws of its state of incorporation or organization, (ii) has the power and authority to own its properties and to carry on business as now being conducted, and (iii) has the power to execute and deliver this Subcontract; (b) The execution and performance by Contractor of the terms and provisions of this Subcontract by Contractor have been duly authorized by all requisite action, and neither the execution nor the performance of this Subcontract will violate any provision of law, any order of any court or other agency of government, the organizational documents of Contractor or any indenture, agreement or other instrument to which Contractor is a party, or by which Contractor is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by this Subcontract, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Contractor pursuant to, any such indenture agreement or instrument; (c) Contractor has obtained all licenses, permits and approvals required to perform the Services to be provided by Contractor under the Prime Contract; and (d) Contractor is not under suspension or debarment by the Commonwealth or any other governmental entity, instrumentality or authority.

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

  • Customer Representations Customer represents and warrants that (i) it has a legitimate business interest or obtained all permissions and consent required by law to transfer the Content so that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may lawfully use and process in accordance with this Agreement; and (ii) it has delegated authority to its advisors in providing instructions in connection with the Services, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has no duty to verify such instructions with Customer; and (iii) it will not use the Services for any fraudulent or unlawful purposes, not allow others to do so.

  • Investor Representations This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

  • Licensor’s Representations and Warranties Licensor represents and warrants that: (a) The patents and patent applications identified on Schedule A are accurately described and are all the patents and patent applications currently owned by Licensor or its Affiliates that are necessary or useful for Licensor to make, use, offer to sell, sell, and import the Licensed Products in the Field of Use in the Territory; (b) it and its Affiliates are the sole and exclusive owners of the entire right, title, and interest in and to the Licensed Patents in the Field of Use in the Territory, as evidenced by the assignment agreements attached hereto as Exhibit 2; (c) it has, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder; (d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto; (e) Licensor will comply with all terms of the UMB Agreement to preserve its rights in the Option; (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB Agreement. (g) Licensor understands that the Preferred Stock and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Act.