Common use of Representation & Warranties Clause in Contracts

Representation & Warranties. The Service Provider hereby represents, warrants and undertakes to PNBHFL as follows:- (i) The Service Provider has power and all necessary authorizations, permission, certificate or licenses required to enter into this Agreement and/or to exercise/perform his/her/their/its rights, duties and obligations hereunder; (ii) The Service Provider under its constitutional document i.e. the partnership deed, memorandum of association or any other constitutional document (as the case may be) has soliciting and procuring the DSA business as its main objects; (iii) The Service Provider’s obligations under this Agreement are valid, binding and enforceable, and Service Provider shall not be in breach of any law, authorization, document or agreement by entering into or complying with obligations or exercising rights under this Agreement; and (iv) The Service Provider has the expertise, customer base, requisite staff and adequate business premises and facilities to undertake the activities herein contemplated in the most effective and efficient manner. (v) the Service Provider shall ensure or cause to ensure that all the services are duly rendered to the Potential Customer in terms of this Agreement without any interruption and/or shall at all times maintain proper back up in this regard to ensure continuous availability of services in terms hereof; (vi) the Service Provider has a license or it shall obtain a license under the Contract Labour (Regulation and Abolition) Act, 1970, as amended from time to time, if applicable, and shall comply with the provisions thereon and shall defend / indemnify PNBHFL, its employees and directors against any actions that may be initiated for non-compliance of the said Act and the rules made thereunder and shall also liable to such action as PNBHFL may deem fit and proper; (vii) the Service Provider represents that as a prerequisite of engaging in tele-marketing for the Financial Products of PNBHFL, it has valid registration from the Department of Telecommunication as Telemarketers;

Representation & Warranties. 2.1 The Service Provider hereby representsSupplier represents and warrants that: It is a duly organized company/business entity validly existing under the laws where it is incorporated/established, warrants and undertakes has experience, expertise, ability and skills as required to PNBHFL supply Materials and perform the Services as follows:- (i) The Service Provider detailed in the Scope of Services above and as may be necessary to perform its obligations hereunder in a professional manner. It has power all the requisite power, authority and all necessary authorizations, permission, certificate or licenses approvals required to enter into this Agreement and/or and will have all the requisite power, authority to exercise/perform his/her/their/its rights, duties fully each and obligations hereunder; (ii) The Service Provider under its constitutional document i.e. the partnership deed, memorandum of association or any other constitutional document (as the case may be) has soliciting and procuring the DSA business as its main objects; (iii) The Service Provider’s obligations under this Agreement are valid, binding and enforceable, and Service Provider shall not be in breach of any law, authorization, document or agreement by entering into or complying with obligations or exercising rights every obligation under this Agreement; and (iv) . This Agreement has been duly executed and delivered by its duly authorized representatives and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms. The Service Provider has the expertiseexecution, customer base, requisite staff delivery and adequate business premises and facilities to undertake the activities herein contemplated in the most effective and efficient manner. (v) the Service Provider shall ensure or cause to ensure that all the services are duly rendered to the Potential Customer in terms performance of this Agreement without and all instruments or addenda required hereunder by it does not contravene, violate or constitute a default of or require any interruption and/or consent under the provisions of any other agreement or instrument to which it is bound, including the constitutional documents thereof, or any order, judgment, decree or injunction of any court of law. No order has been made or petition presented for the bankruptcy protection, winding up or dissolution thereof against it. It shall at maintain high professional standards to ensure performance of this Agreement as per best business practices and in full compliance with statutory obligations. It has all times maintain proper back up necessary statutory and regulatory permissions, approvals and permits for the running and operation of its establishment for the conduct of its business; It has full right, title and interest in and to all trade names, trademarks, service marks, logos symbols and other proprietary marks (IPR) (including limited right of use of those owned by any of its vendors, affiliates or subcontractors) which it provides to the Buyer, for use related to the Material/Services, and that any IPR providedby the Supplier shall not infringe the IPR of any third party; 2.2 Each Party hereby warrants that it has not entered into this Agreement relying on any warranty, representation or undertaking except for any warranty, representation or undertaking expressly set out in this regard to ensure continuous availability of services Agreement. 2.3 Supplier warrants and guarantees that: all Material or Services shall be supplied in terms hereof; (vi) the Service Provider has a license or it shall obtain a license under the Contract Labour (Regulation and Abolition) Act, 1970, as amended from time to time, if applicable, and shall comply accordance with the provisions thereon of the Agreement/Purchase Order and with generally accepted industry standards, Trade Usage with regard to quality, Specification, quantity, measurement, performance and/or functionality and are free from defects in material and workmanship; if the Material are manufactured by reference to Supplier's data or other specified data provided to Purchaser, the Material shall have been manufactured in accordance with such data; if the Material are sold by sample then they shall conform to the sample; if the Material are manufactured to designs supplied by Purchaser, the Material shall have been manufactured in conformity with such designs and any approved working drawings; it is aware of the purpose and usage of the Material by the Purchaser including the technical parameters attributable to the usage of the Material; and in the case of the Material or Services, be of the best available design, of the best quality and workmanship and shall defend / indemnify PNBHFLbe free from fault or defect (including latent defect), its employees and directors against any actions that may be initiated for non-compliance of with such tolerances as stated in the said Act and Specification or on the rules made thereunder and drawings. 2.4 If Supplier is required to repair or replace defective Material, the warranty period shall also liable to such action as PNBHFL may deem fit and proper; (vii) the Service Provider represents that as a prerequisite of engaging in tele-marketing renew for the Financial Products of PNBHFL, it has valid registration from the Department of Telecommunication as Telemarketers;repaired or replaced Material.