Representations and Warranties of the Service Provider. 7.1.1 The Service Provider represents and warrants to the Authority that: (a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) it has the financial and technical standing and capacity to undertake the Telemedicine Services and discharge obligations hereunder, in accordance with the terms of this Agreement; (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (e) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its Memorandum and Articles of Association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (h) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (j) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement; (k) all its rights, title and interests in the Project shall pass to and vest in the Authority on the Transfer Date or Termination Date, as the case may be, free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that no part of the Project shall be subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement;
Appears in 1 contract
Sources: Service Agreement
Representations and Warranties of the Service Provider. 7.1.1 The Service Provider represents and warrants to the Authority Service Partner (NDMC) that:
(a) 7.1.1 it is duly organised organized and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) 7.1.2 it has taken all necessary corporate and other actions under Applicable Laws to authorise authorize the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) 7.1.3 it has the financial and technical standing and capacity to undertake the Telemedicine Services Project and discharge obligations hereunder, in accordance with the terms of this Agreement;
(d) 7.1.4 this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) 7.1.5 it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
(f) 7.1.6 the information furnished in the Bid Bid/RFP document (and including its Corrigendum/Addendum, where applicable) and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) 7.1.7 the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its Memorandum and Articles of Association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;
(h) 7.1.8 there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authorityService Partner (NDMC), the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) 7.1.9 it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) 7.1.10 it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect material adverse effect on its ability to perform its obligations under this Agreement;; no representation or warranty by it contained herein or in any other document furnished by it to the Service Partner (NDMC) or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty; and
(k) all 7.1.11 no sums, in cash or kind, have been paid or will be paid, by it or on its rightsbehalf, title and interests in to any person by way of fees, commission or otherwise for securing the Project shall pass or entering into this Agreement or for influencing or attempting to and vest in the Authority on the Transfer Date influence any officer or Termination Date, as the case may be, free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that employee of the Authority, and that no part of the Project shall be subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided Service Partner (NDMC) in this Agreement;connection therewith.
Appears in 1 contract
Sources: Service Agreement