Participant Representations and Warranties Sample Clauses

Participant Representations and Warranties. Participant hereby represents, warrants and covenants, as applicable, to Fantex that the statements contained in the Participant Questionnaire attached to the Agreement as Exhibit A, and the statements contained in this Section are and will be true and correct as of the Effective Date and throughout the Term (except only if a different time period is expressly provided).

Participant Representations and Warranties. This RSU Award Agreement and the grant of RSUs hereunder is expressly conditioned on the Participant’s acceptance and agreement to the representations and warranties set forth in Annex A hereto. All representations and warranties contained in Annex A shall survive the execution of this RSU Award Agreement and the grant of the RSUs contemplated hereby. The Participant agrees to indemnify and hold harmless the Company from any liability, loss or expense (including, without limitation, reasonable attorneys' fees) if the Participant has breached any representation or warranty hereunder.

Participant Representations and Warranties. Participant hereby represents and warrants to Grantor and Administrator as follows: (a) Participant is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation and has the power and authority to carry on its present business and operations and to enter into and perform its obligations under this Agreement; (b) This Agreement and the other documents to which it is a party in connection herewith have been duly authorized, executed and delivered by Participant and constitutes a legal, valid and binding obligation of Participant enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights of creditors generally and general principles of equity, whether considered at a proceeding at law or in equity; (c) Any interest obtained by Participant hereunder is and shall be acquired by it for its own account for investment and not with a view to resale or distribution, provided that the disposition of its property shall at all times be and remain within its control; (d) Neither the execution and delivery by Participant of this Agreement nor the consummation by Participant of any of the transactions contemplated hereby (1) violates any provision of any law, rule, regulation, organizational document or material agreement binding on Participant or creates a relationship which would be in violation thereof or (2) requires registration under Section 5 of the United States Securities Act of 1933; (e) There are no pending or, to the best of Participant’s knowledge, threatened actions or proceedings against Participant before any court, governmental body, arbitration board, administrative agency or tribunal which, if determined adversely to Participant, would materially adversely affect the ability of Participant to perform its obligations under this Agreement; (f) Neither Participant nor any of its officers, directors or employees nor any other person acting for or on behalf of Participant has, directly or indirectly, made any contribution, gift, bribe, payoff, influence payment, kickback or any other fraudulent payment in any form, whether in money, property or service, or made any promise to pay, or authorized the payment of any money or the giving of anything of value, to any public official or otherwise (a) to obtain favorable treatment in securing bu...

Participant Representations and Warranties. 6.1 As of the date of first signing this Contract, the Participant warrants and represents to the Province that: (a) the Participant has, with all reasonable diligence, considered any existing or foreseeable circumstances of the Participant and their immediate family that would preclude the Participant from fulfilling their Return of Service obligation; (b) the Participant has every intention to complete the Return of Service in full, including if the Participant’s Return of Service placement is not in their preferred community or geographical area of the Province; (c) the Participant has no knowledge of any material fact or matter that might prevent the Participant from relocating to a Health Authority- identified community of need or otherwise completing the Return of Service in full as contemplated by this Contract; and (d) the Participant intends to follow all processes and act in accordance with all expectations set out in this Contract (including Schedule 1) to obtain a Return of Service placement, and to sign the Return of Service Addendum. 6.2 All of the foregoing warranties and representations are material and have been relied upon by the Province in entering into this Contract. 6.3 The Participant may notify the Province if an exceptional circumstance arises that may prevent the Participant from fulfilling the Return of Service at the designated location or in the scheduled Return of Service timeframe. The Province will consider the circumstances in the context of the Participant’s Return of Service obligations and will determine, in its sole and absolute discretion, whether to approve an amendment to the Contract terms.

Participant Representations and Warranties. The Participant covenants, represents and warrants to the IESO as follows, and acknowledges that the IESO is relying on such representations and warranties in entering into this Agreement: (a) The Participant is a corporation validly established under the laws of its jurisdiction, is registered or otherwise qualified to carry on business in the Province of Ontario, and has the requisite power, authority and capacity to enter into this Agreement and perform its obligations hereunder; (b) This Agreement has been duly authorized, executed and delivered by the Participant and is a valid and binding obligation of the Participant enforceable in accordance with its terms and conditions except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (c) There is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Participant or, to the knowledge of the Participant, threatened against the Participant; (d) The Participant satisfies the Participant eligibility criteria set out in Schedule “A”; (e) All statements, specifications, data and information in the Program Deliverables, including any attached documentation, and/or submitted in a M&V Report is true, accurate and complete in all material respects and there is no material information omitted which makes the Program Deliverables misleading or inaccurate; (f) The Participant would not otherwise have undertaken the Energy Efficiency Resources without the EE Capacity Payment (g) the Participant has not entered into a binding commitment to acquire the Measure or services required to install or implement the Measure prior to the publication of the post-auction report unless the IESO has approved such binding commitment in writing; (h) The Participant has all required rights and authority to install or implement the Measures and to carry out all of its obligations as set out in this Agreement; (i) The performance by the Participant of its obligations under this Agreement and the possession and use of the Program Deliverables by the IESO or its Representatives do not and will not infringe the Intellectual Property Rights of any third party; and The representations and warranties provided in this Section 2.1 will be continuing throughout ...

Participant Representations and Warranties. Participant represents and warrants that: (a) the Participant Data has been legally obtained and that the provision of Participant Data to Data Republic and other Users, and its use in accordance with any Approved Data Licence will not violate any applicable Laws (including Privacy Laws and Competition Law) or infringe upon any Intellectual Property Right or other right of any third party, provided Data Republic manages Participant Data in accordance with the terms of the Agreement; (b) it has obtained and maintains all necessary Consents from individuals in order for the Participant Data to be accessed and used as contemplated by the Agreement, including to be used in Data Products on a Matched basis); (c) if the Participant Data has been collected or aggregated by Participant from one or more third parties (not being the Individuals in relation to whom the data has been obtained), Participant has obtained and will maintain all necessary Consents from each and every third party in order to disclose that Participant Data to Data Republic, and has ensured that such third parties have complied with all Laws (including Privacy Laws) in relation to the collection and disclosure of such Participant Data; (d) the Participant Data will, taken in isolation, not include any Personal Information when it is entered into the Data Republic Databases via the Delivery Mechanism; (e) it has all the necessary right, title and interest in the Participant Data in order to grant the licences and otherwise perform its obligations under the Agreement.

Participant Representations and Warranties. 6.1 As of the date of first signing this Contract, the Participant warrants and represents to the Province that: (a) Participant has, with all reasonable diligence, considered Participant’s pre-existing circumstances, including with respect to any existing or reasonably foreseeable healthcare, personal care, career, educational, childcare, religious, travel or other needs of Participant and Participant’s immediate family; (b) Participant has disclosed to the Province in writing all pre-existing circumstances referred to in paragraph (a) above that, with reasonable anticipation, might prevent the Participant from relocating to a Health Authority-identified community of need or otherwise completing the Return of Service in full; (c) Participant has every intention to complete the Return of Service in full; and (d) Participant has no knowledge of any material fact or matter not disclosed to the Province that might prevent the Participant from relocating to a Health Authority-identified community of need or otherwise completing the Return of Service in full as contemplated by this Contract. All the foregoing warranties and representations are material and have been relied upon by the Province in entering into this Contract.

Participant Representations and Warranties. Participant hereby represents, warrants and covenants, as applicable, to Vestible that the statements contained in the Agreement, including in this Section 7, are and will be true and correct as of the Effective Date and throughout the Term (except only if a different time period is expressly provided).

Participant Representations and Warranties. Participant acknowledges, represents and warrants the following: (a) Any Performance Stock acquired by Participant under this Agreement is for Participant’s own account, investment purposes only and is not acquired with a view to or for the resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Performance Stock. (b) The offering and acceptance of the Performance Stock is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), and Participant will not sell or otherwise transfer such shares without registration under the Act or an exemption therefrom. (c) Sales or transfers of the Performance Stock granted hereunder are further restricted by the provisions of the Plan and applicable federal and state securities laws, rules and regulations. (d) Participant has knowledge and experience in financial and business matters and understands and is capable of evaluating the merits and inherent risks of an investment of this nature. (e) Participant (i) has the financial ability and fully agrees to bear the economic risk of his acquired investment in the Company; (ii) has adequate means for providing for his current needs and personal contingencies; and (iii) does not need liquidity with respect to his acquired investment in the Company. (f) Participant has obtained, or had reasonable opportunity to obtain, sufficient information concerning the Performance Stock, Company and any other relevant information relating to an acquired investment in the Performance Stock. (g) In making his decision to accept the Performance Stock, Participant shall rely solely upon this Agreement, the Plan, any written information supplied by the Company (or its authorized representatives) and any independent investigations made by Participant. Participant shall not rely on the Company or any of its officers or Board members with respect to tax advice or other economic considerations involved in an acquired investment of Performance Stock relating to Participant’s own respective tax and economic situation.