Representations and Warranties of Provider Clause Samples

Representations and Warranties of Provider. (a) Provider is a limited liability company duly organized and existing in good standing under the laws of the State of Delaware. (b) Provider possesses all requisite power and authority to enter into and perform this Agreement and to carry out the transactions contemplated herein. (c) Provider’s execution, delivery and performance of this Agreement have been duly authorized and this Agreement has been duly executed and delivered and constitutes Provider’s legal, valid and binding obligation, enforceable against Provider in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other legal principles pertaining to creditors’ rights. (d) Except as otherwise contemplated herein, no material consent or approvals are required in connection with the execution, delivery and performance by Provider of this Agreement. (e) The execution, delivery and performance by Provider of this Agreement will not (i) violate any Applicable Law applicable to Provider, (ii) result in any breach of, or constitute any default under, any material contractual obligation of Provider or (iii) result in, or require, the imposition of any Lien on any of the properties or revenues of Provider.

Representations and Warranties of Provider. Provider represents and warrants to the Company as follows: (a) Provider is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) Provider has the power and authority to enter into this Agreement and to perform its obligations under this Agreement. (c) Provider is not subject to any contractual or other legal obligation that materially interferes with its full, prompt, and complete performance under this Agreement. (d) The individual executing this Agreement on behalf of Provider has the authority to do so.

Representations and Warranties of Provider. 8.1 PROVIDER represents and warrants that all services performed hereunder will be performed in a professional and workmanlike manner and in accordance with ESSENTIAL’s processes, procedures and standards as set forth by ESSENTIAL from time to time and communicated to PROVIDER prior to the provision of services. Any services which fail to meet the above criteria shall be, at ESSENTIAL’s option, re-performed by PROVIDER at the expense of PROVIDER or corrected by ESSENTIAL or a third Party selected by ESSENTIAL at the expense of PROVIDER. To the extent required in the course of such re-performance by PROVIDER or correction by ESSENTIAL or its designee, PROVIDER shall bear the cost of any additional parts used therein. 8.2 PROVIDER represents and warrants that it will perform the services in compliance with ESSENTIAL’s processes and procedures. 8.3 PROVIDER declares and represents that the restrictions set forth in Section 6.0, above, do not unreasonably restrict PROVIDER’S ability to conduct business.

Representations and Warranties of Provider. Provider represents and warrants to Host that, at the time of execution of this agreement: 9.2.1 Provider has the requisite corporate, partnership, or limited liability company capacity to enter into this Agreement and fulfill its obligations hereunder, that the execution and delivery of this Agreement and the performance by Provider of its obligations hereunder have been duly authorized by all requisite action of its stockholders, partners or members, and by its board of directors or other governing body, and that, subject to compliance with and obtaining all required governmental approvals under any applicable regulatory laws or regulations governing the Services, including the sale or delivery of energy, the entering into of this Agreement and the fulfillment of its obligations hereunder does not contravene any law, statute or contractual obligation of Provider; 9.2.2 This Agreement constitutes Provider’s legal, valid and binding obligation enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws now or hereafter in effect relating to creditors' rights generally; 9.2.3 No suit, action or arbitration, or legal administrative or other proceeding is pending or has been threatened against the Provider that would have a material adverse effect on the validity or enforceability of this Agreement or the ability of Provider to fulfill its commitments hereunder, or that could result in any material adverse change in the business or financial condition of Provider; and 9.2.4 To Provider’s knowledge, neither the System nor the Services infringe on any thir party’s intellectual property or other proprietary rights. If the System or Services become or are likely to become the subject of any third-party intellectual property infringement claim or action, Provider may, at Provider’s sole option and Provider’s sole expense, either: (i) replace such System or Services with a materially-equivalent System or Services free of the alleged infringement; (ii) modify or obtain a license for the System or Services to avoid the alleged infringemen ; or (iii) after Provider has demonstrated to Host its good-faith efforts to achieve the foregoing without success, terminate the applicable Services, to be effective upon written notice. EXCEPT AS PROVIDED HEREIN AND AS MAY BE PROVIDED IN SECTION 5.6, THE SYSTEM, SERVICES, AND ANY SOFTWARE, HARDWARE, OR OTHER COMPONENT THEREOF...

Representations and Warranties of Provider. Provider represents and warrants to Company as follows: (a) Provider is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) Provider has the power and authority to enter into this Agreement and to perform its obligations under this Agreement, including the Services. (c) Provider is not subject to any contractual or other legal obligation that materially interferes with its full, prompt, and complete performance under this Agreement. (d) The individual executing this Agreement on behalf of Provider has the authority to do so. (e) Provider is in compliance with the laws, rules and regulations applicable to Provider, except as would not reasonably be expected to have a material adverse effect on Provider, the Company, or Provider’s ability to perform its obligations hereunder. (f) The operations of Provider do not infringe on the intellectual property rights of any third party, including, without limitation, copyright, patent and trademark rights, except as would not reasonably be expected to have a material adverse effect on Provider, the Company, or Provider’s ability to perform its obligations hereunder.

Representations and Warranties of Provider. Provider hereby represents and warrants to Tower as follows: (i) the person executing this Agreement on behalf of Provider has the legal capacity and unrestricted right to execute and deliver this Agreement; (ii) the execution and delivery of this Agreement by Provider and the performance of Provider’s obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement, or other understanding to which Provider is a party or by which Provider is or may be bound or subject; and (iii) Provider is not a party to any instrument, agreement, document, arrangement, or other understanding with any person or entity (other than Tower) restricting Provider’s performance or obligations hereunder.

Representations and Warranties of Provider. Provider hereby represents and warrants that (a) it has qualified personnel, appropriate facilities and adequate resources to discharge the services covered by this Agreement in a timely and efficient manner, and (b) it has the administrative and business experience and expertise required to perform such services in a competent and professional manner.

Representations and Warranties of Provider. 20.1 Provider hereby warrants and represents, at all times during the Term of this Agreement, inclusive of any renewals thereof, that: (a) Provider, and its employees and/or subcontractors, shall maintain in good standing all required licenses, certifications and permits required under federal, state and local laws necessary to perform the Services hereunder; (b) Provider is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and duly registered, validly doing business and in good standing under the laws of the State of Florida; (c) The execution, delivery and performance of this Agreement by Provider has been duly authorized and no consent of any other person or entity to such execution, delivery and performance is required to render this Agreement a valid and binding instrument enforceable against Provider in accordance with its terms; and (d) Provider has the required knowledge, expertise, and experience to perform the Services and carry out its obligations under this Agreement in a professional and first-class manner.

Representations and Warranties of Provider. Provider represents and warrants to Customer as follows as of the Effective Date and as of the Execution Date of each Service Agreement: (a) Organization; Power Provider: (i) is a corporation, duly organized, validly existing and in good standing under the Laws of Delaware; and (ii) has full corporate power to own, lease, license and operate its properties and assets and to conduct its business as currently conducted and to enter into the Agreement.