Common use of Representations and Warranty Clause in Contracts

Representations and Warranty. 8.1 You represent and warrant that you and the Representative, will perform all activities relating to the Service: (a) in accordance with Best Industry Practice and in a professional and lawful manner; (b) if applicable, using appropriately skilled and experienced Representatives whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verified; (c) in strict accordance with the standards and timelines set out in Schedule 1 or Appendix 1, free of defects, errors or faults, in order to meet the Objectives of this Agreement; and (d) in accordance with applicable law including PIPA, rules, regulations and guidelines or policies provided by us. 8.2 You represent and warrant that: (a) upon installation, the Equipment will be compatible with existing equipment and software on our systems and the Equipment will meet all the technical documentation and requirements required to operate the Service in accordance with our requirements and objectives; and (b) you have the right to license all intellectual property rights in a Service, Software and Documents, to us. 8.3 You represent and warrant that you are not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on your ability to perform your obligations and you will notify us immediately if you have any actual or potential conflict of interest which might affect your ability to provide the Service. 8.4 You represent and warrant that this Agreement is executed by you or by your duly authorized Representative and that you have obtained all required authorizations and capacity in order that you can fulfill your obligations. 8.5 You declare that you are in possession of all Consents necessary for the provision of a Service and you will maintain such Consents at all times while providing the Service. 8.6 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to us and provide copies of such warranties or guarantees. 8.7 You declare that all payments to us, including but not limited to, taxes and social insurance, are current. 8.8 You shall provide information or sign any other agreements necessary or as requested by us, in order that either you or we can fulfill their obligations under this Agreement. 8.9 You represent and warrant that you are that a Service does not infringe or misappropriate any patent, copyright, trade secret or other intellectual property right of a third party or breach of any law applicable to it. 8.10 You represent and warrant that you are fully satisfied as to the scope and nature of the Service and of your obligations under this Agreement and that you have the corporate power and authority to enter into, and perform your obligations under, the Agreement.

Representations and Warranty. 8.1 You represent and warrant that you and the Representative, will perform all activities relating to the Service: (a) in accordance with Best Industry Practice and in a professional and lawful manner; (b) if applicable, using appropriately skilled and experienced Representatives whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) , whose absence of relevant criminal records has been verified; (c) in strict accordance with the standards and timelines set out in Schedule 1 or Appendix 1Schedule 2, free of defects, errors or faults, in order to meet the Objectives of this AgreementObjective; and (d) in accordance with applicable law laws including PIPA, rules, regulations ; and guidelines or policies provided by usthe Rules. 8.2 You represent and warrant that: (a) upon installation, the Equipment will be compatible with existing equipment and software on our systems and the Equipment will meet all the technical documentation and requirements required to operate the Service in accordance with our requirements and objectives; and (b) you have the right to license all intellectual property rights in a the Service, Software and Documents, to us. 8.3 You represent and warrant that you are not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on your ability to perform your obligations provide the Service and you will notify us immediately if you have any actual or potential conflict of interest which might affect your ability to provide the Service. 8.4 You represent and warrant that this Agreement is executed by you or by your duly authorized Representative and that you have obtained all required authorizations and capacity in order that you can fulfill your obligations. 8.5 You declare that you are in possession of all Consents necessary for the provision of a Service and you will maintain such Consents at all times while providing the Service. 8.6 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to us and provide copies of such warranties or guarantees. 8.7 You declare that all payments to us, including but not limited to, taxes and social insuranceTaxes, are current. 8.8 You shall provide information or sign any other agreements necessary or as requested by us, in order that either you or we us can fulfill their obligations under this Agreement. 8.9 You represent and warrant that you are that a the Service does not infringe or misappropriate any patent, copyright, trade secret or other intellectual property right of a third party or breach of any law applicable to itlaw. 8.10 You represent and warrant that you are fully satisfied as to the scope and nature of the Service and of your obligations under this Agreement and that you have the corporate power and authority to enter into, and perform your obligations under, the Agreement.

Representations and Warranty. 8.1 5.1 You represent and warrant that you and the Representative, will perform all activities relating to the ServiceServices: (a) in accordance with Best Good Industry Practice and in a professional and lawful manner; (b) if applicable, using appropriately skilled and experienced Representatives personnel whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verified; (c) in strict accordance with the standards and timelines set out in Schedule 1 or Appendix 1, free of defects, errors or faults, in order to meet the Objectives needs of this Agreementthe Government; and (d) in accordance with applicable law including PIPA, law; rules, regulations and regulations, manuals, guidelines or policies provided policies, including the current financial instructions issued by usthe Accountant General of the Government. 8.2 5.2 You represent are responsible for all acts or omissions of a Representative relating to the Services and warrant that:for ensuring their compliance with the requirements of this Agreement. (a) upon installation5.3 You will seek permission from the Government prior to outsourcing any service. In the event of any outsourcing, the Equipment you will be compatible with existing equipment and software on our systems and the Equipment will meet responsible for all the technical documentation and requirements required to operate the Service in accordance with our requirements and objectives; and (b) you have the right to license all intellectual property rights in a Service, Software and Documents, to usoutsourced services or personnel. 8.3 You represent and warrant that you are not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on your ability to perform your obligations and you will notify us immediately if you have any actual or potential conflict of interest which might affect your ability to provide the Service. 8.4 5.4 You represent and warrant that this Agreement is executed by you or by your duly authorized Representative and that you have obtained all required authorizations and capacity in order that you can fulfill your obligations. 8.5 5.5 You declare that you are in possession of all Consents necessary for the provision of a Service Services and you will maintain such Consents at all times while providing the ServiceServices. 8.6 5.6 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to us Government and provide copies of such warranties or guarantees. 8.7 5.7 You declare confirm that all payments to usGovernment, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deduct, in part or in full, any payments made to you under this Agreement. 8.8 5.8 You shall will provide information or sign any other agreements necessary or as requested by usthe Government, in order that either you or we the Government can fulfill their obligations under this Agreement. 8.9 5.9 You represent and warrant that you are that a Service does not infringe or misappropriate any patent, copyright, trade secret or other intellectual property right of a third party or breach of any law applicable to it. 8.10 You represent acknowledge and warrant that you are fully satisfied as to the scope and nature of the Service Services and of your obligations under this Agreement and that you have the corporate power and authority to enter into, and perform your obligations under, the Agreement.

Representations and Warranty. 8.1 You represent and warrant that you and the Representative, will perform all activities relating to the ServiceServices: (a) in accordance with Best Good Industry Practice and in a professional and lawful manner; (b) if applicable, using appropriately skilled and experienced Representatives whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verified; (c) in strict accordance with the standards and timelines set out in Schedule 1 or Appendix 1, free of defects, errors or faults, in order to meet the Objectives objectives of this Agreement; and (d) in accordance with applicable law including PIPA, ; rules, regulations and guidelines or policies provided by usthe Government. 8.2 You represent and warrant that: (a) you have the right to license all intellectual property rights in the Services, Software and Documents, to the Government. (b) upon installation, the Equipment will be compatible with existing equipment and software on our Government systems and the Equipment will meet all the technical documentation and requirements required to operate the Service Services in accordance with our Government requirements and objectives; and (b) you have the right to license all intellectual property rights in a Service, Software and Documents, to us.; 8.3 You represent and warrant that you are not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on your ability to perform your obligations and you will notify us immediately if you have any actual or potential conflict of interest which might affect your ability to provide the Service. 8.4 You represent and warrant that this Agreement is executed by you or by your duly authorized Representative and that you have obtained all required authorizations and capacity in order that you can fulfill your obligations. 8.5 8.4 You declare that you are in possession of all Consents necessary for the provision of a Service Services and you will maintain such Consents at all times while providing the ServiceServices. 8.6 8.5 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to us Government and provide copies of such warranties or guarantees. 8.7 8.6 You declare confirm that all payments to usGovernment, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deduct, in part or in full, any payments made to you under this Agreement. 8.8 8.7 You shall provide information or sign any other agreements necessary or as requested by usthe Government, in order that either you or we the Government can fulfill their obligations under this Agreement. 8.9 8.8 You represent and warrant that you are that a Service does not infringe or misappropriate any patent, copyright, trade secret or other intellectual property right of a third party or breach of any law applicable to it. 8.10 You represent acknowledge and warrant that you are fully satisfied as to the scope and nature of the Service Services and of your obligations under this Agreement and that you have the corporate power and authority to enter into, and perform your obligations under, the Agreement.

Representations and Warranty. 8.1 You represent and warrant that you and the Representative, will perform all activities relating to the Service: (a) in accordance with Best Industry Practice and in a professional and lawful manner; (b) if applicable, using appropriately skilled and experienced Representatives whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verified; (c) in strict accordance with the standards and timelines set out in Schedule 1 or Appendix 1, free of defects, errors or faults, in order to meet the Objectives of this Agreement; and (d) in accordance with applicable law including PIPA, rules, regulations ; and guidelines or policies provided by usRules. 8.2 You represent and warrant that: (a) upon installation, the Equipment will be compatible with existing equipment and software on our systems and the Equipment will meet all the technical documentation and requirements required to operate the Service in accordance with our requirements and objectives; and (b) you have the right to license all intellectual property rights in a Service, Software and Documents, to us. 8.3 You represent and warrant that you are not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on your ability to perform your obligations and you will notify us immediately if you have any actual or potential conflict of interest which might affect your ability to provide the Service. 8.4 You represent and warrant that this Agreement is executed by you or by your duly authorized Representative and that you have obtained all required authorizations and capacity in order that you can fulfill your obligations. 8.5 You declare that you are in possession of all Consents necessary for the provision of a Service and you will maintain such Consents at all times while providing the Service. 8.6 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to us and provide copies of such warranties or guarantees. 8.7 You declare that all payments to us, including but not limited to, taxes and social insurance, are current. 8.8 You shall provide information or sign any other agreements necessary or as requested by us, in order that either you or we us can fulfill their obligations under this Agreement. 8.9 You represent and warrant that you are that a Service does not infringe or misappropriate any patent, copyright, trade secret or other intellectual property right of a third party or breach of any law applicable to itlaw. 8.10 You represent and warrant that you are fully satisfied as to the scope and nature of the Service and of your obligations under this Agreement and that you have the corporate power and authority to enter into, and perform your obligations under, the Agreement.

Representations and Warranty. 8.1 You represent and warrant that you and the Representative, will perform all activities relating to the a Service: (a) in accordance with Best Industry Practice and in a professional and lawful manner; (b) if applicable, using appropriately skilled and experienced Representatives Representative’s whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has have been verified; (c) free from Viruses; d) in strict accordance with the standards standards, specifications and timelines as set out in Schedule 1 or Appendix 1, free of defects, errors or faults, and the appendices in order to meet achieve the Objectives of this AgreementObjectives; and (de) in accordance with applicable law including PIPA, rules, regulations and guidelines or policies provided by us. 8.2 You represent and warrant that: (a) upon installationyou have the right to license, assign and transfer all intellectual property rights in a Service, Software and Documents to us; b) the Equipment Software, System and Services will be compatible with existing equipment and software on our systems and upon installation, the Software, System, Equipment and Services will meet all the technical documentation Objectives and requirements required to operate that when used, will perform substantially as described in the Service in accordance with our requirements Documents and objectives; and (b) you have the right to license all intellectual property rights in a Service, Software and Documents, to us.this Agreement; 8.3 You represent and warrant that you are not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on your ability to perform your obligations and you will notify us immediately if you have any actual or potential conflict of interest which might affect your ability to provide the Service. 8.4 You represent and warrant that this Agreement is executed by you or by your duly authorized authorised Representative and that you have obtained all required authorizations authorisations and capacity in order that you can fulfill your obligations. 8.5 8.4 You declare that you are in possession of all Consents necessary for the provision of a Service Services and you will maintain such Consents at all times while providing the ServiceServices. 8.6 8.5 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to us and provide copies of such warranties or guarantees. 8.7 8.6 You declare confirm that all payments to us, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, we may deduct, in part or in full, any payments made to you under this Agreement. 8.8 8.7 You shall provide information or sign any other agreements necessary or as requested by us, in order that either you or we us can fulfill their each of our obligations under this Agreement. 8.9 8.8 You represent and warrant that you are that a the Software or Service to be provided pursuant to this Agreement does not and will not infringe or misappropriate any patent, copyright, or any trade secret or other intellectual property or proprietary right of a third party or breach of any law applicable to itparty. 8.10 8.9 You represent acknowledge and warrant that you are fully satisfied as to the scope and nature of the Service and of your obligations under this Agreement and that you have the corporate power and authority to enter into, and perform your obligations under, the Agreement.

Representations and Warranty. 8.1 12.1 You represent and warrant that you and the Representative, will perform all activities relating to the Service: (a) in accordance with Best Industry Practice and in a professional and lawful mannermanner including informing us in the event that any invoice is above usual invoice amount for the use of a Service in any month; (b) if applicable, using appropriately skilled and experienced Representatives whose identityRepresentatives, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verifiedwhich we will be relying on; (c) free from Viruses, at the time of delivery, subject to the manufacturers’ warranty; (d) in strict accordance with the standards standards, specifications and timelines as set out in Schedule 1 or Appendix 1, free of defectsSchedule 2, errors or faultsSchedule 3, Schedule 5 and an Order, in order to meet achieve the Objectives of this AgreementObjectives; (e) by not having committed any Prohibited Act; and (df) in accordance with applicable law including PIPA, rulesdata protection laws, Rules, regulations and guidelines or policies provided by us. 8.2 You represent and warrant that: (a) upon installation, the Equipment will be compatible with existing equipment and software on our systems and the Equipment will meet all the technical documentation and requirements required to operate the Service in accordance with our requirements and objectives; and (b) you have the right to license all intellectual property rights in a Service, Software and Documents, to us. 8.3 You represent and warrant that you are not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on your ability to perform your obligations and you will notify us immediately if you have any actual or potential conflict of interest which might affect your ability to provide the Service. 8.4 12.2 You represent and warrant that this Agreement is executed by you or by your duly authorized authorised Representative and that you have obtained all required authorizations authorisations and capacity in order that you can fulfill your obligations. 8.5 12.3 You declare that you are in possession of all Consents necessary for the provision of a Service and you will maintain such Consents at all times while providing the Service. 8.6 12.4 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to us and provide copies of of, or online access to such warranties or guarantees. 8.7 12.5 You declare confirm that all payments to us, including but not limited to, taxes and social insuranceto Taxes, are current. 8.8 You shall provide information or sign . In the event that any other agreements necessary or as requested by uspayments are delinquent which are not in dispute, we may deduct, in order that either part or in full, any payments made to you or we can fulfill their obligations under this Agreement. 8.9 12.6 You represent and warrant that you are that a that: (a) the Service does provided do not and will not infringe or misappropriate any patent, copyright, or any trade secret or other intellectual property or proprietary right of a third party or breach of any law applicable to it.party; 8.10 You represent and warrant that (b) you are fully satisfied as to the scope and nature of the Service and of your obligations under this Agreement and that you have the corporate power and authority to enter into, into and perform your obligations underunder this Agreement; (c) as at the Commencement Date, all information, statements and representations contained Documents are true, accurate and not misleading save as may have been specifically disclosed in writing to us before the execution of this Agreement and you will promptly advise us of any fact, matter or circumstance of which you may become aware during the Term that would render any such information, statement or representation to be false or misleading; (d) no Claims are being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of your knowledge and belief, pending or threatened against you or any of your assets that will or might affect your ability to perform your obligations under this Agreement and any agreement which may be entered into with a User; (e) you are not subject to any contractual obligation or compliance with which is likely to have an effect on your ability to perform your obligations under this Agreement; and (f) no proceedings or other steps have been taken and not discharged (nor, to the best of your knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of your assets or revenue. 12.7 You shall provide information or sign any other agreements necessary or as requested by us, in order that either you or us can fulfill each of our obligations under this Agreement.

Representations and Warranty. 8.1 You represent and warrant that you and the Representative, will perform all activities relating to the Service: (a) in accordance with Best Industry Practice and in a professional and lawful manner; (b) if applicable, using appropriately skilled and experienced Representatives whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verified; (c) in strict accordance with the standards and timelines set out in Schedule 1 or Appendix 1, free of defects, errors or faults, in order to meet the Objectives of this Agreement; and (d) in accordance with applicable law including PIPA, rules, regulations and guidelines or policies provided by usthe Government. 8.2 You represent and warrant that: (a) upon installation, the Equipment will be compatible with existing equipment and software on our Government systems and the Equipment will meet all the technical documentation and requirements required to operate the Service Services in accordance with our Government requirements and objectives; and (b) you have the right to license all intellectual property rights in a Service, Software and Documents, to usthe Government. 8.3 You represent and warrant that you are not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on your ability to perform your obligations and you will notify us immediately if you have any actual or potential conflict of interest which might affect your ability to provide the Service. 8.4 You represent and warrant that this Agreement is executed by you or by your duly authorized Representative and that you have obtained all required authorizations and capacity in order that you can fulfill your obligations. 8.5 You declare that you are in possession of all Consents necessary for the provision of a Service and you will maintain such Consents at all times while providing the Service. 8.6 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to us Government and provide copies of such warranties or guarantees. 8.7 You declare that all payments to usthe Government, including but not limited to, taxes and social insurance, are current. 8.8 You shall provide information or sign any other agreements necessary or as requested by usthe Government, in order that either you or we the Government can fulfill their obligations under this Agreement. 8.9 You represent and warrant that you are that a Service does not infringe or misappropriate any patent, copyright, trade secret or other intellectual property right of a third party or breach of any law applicable to it. 8.10 You represent and warrant that you are fully satisfied as to the scope and nature of the Service Services and of your obligations under this Agreement and that you have the corporate power and authority to enter into, and perform your obligations under, the Agreement.

Representations and Warranty. 8.1 You represent and warrant that you and the Representative, will perform all activities relating to the Service: (a) in accordance with Best Industry Practice and in a professional and lawful manner; (b) if applicable, using appropriately skilled and experienced Representatives whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verified; (c) in strict accordance with the standards and timelines set out in Schedule 1 or Appendix 1, free of defects, errors or faults, in order to meet the Objectives of this Agreement; and (d) in accordance with applicable law including PIPA, rules, regulations and guidelines or policies provided by us. 8.2 You represent and warrant that: (a) upon installation, the Equipment will be compatible with existing equipment and software on our systems and the Equipment will meet all the technical documentation and requirements required to operate the Service in accordance with our requirements and objectives; and (b) you have the right to license all intellectual property rights in a Service, Software and Documents, to us. 8.3 You represent and warrant that you are not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on your ability to perform your obligations and you will notify us immediately if you have any actual or potential conflict of interest which might affect your ability to provide the Service. 8.4 You represent and warrant that this Agreement is executed by you or by your duly authorized Representative and that you have obtained all required authorizations and capacity in order that you can fulfill your obligations. 8.5 You declare that you are in possession of all Consents necessary for the provision of a Service and you will maintain such Consents at all times while providing the Service. 8.6 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to us and provide copies of such warranties or guarantees. 8.7 You declare that all payments to us, including but not limited to, taxes and social insurance, are current. 8.8 You shall provide information or sign any other agreements necessary or as requested by us, in order that either you or we us can fulfill their obligations under this Agreement. 8.9 You represent and warrant that you are that a Service does not infringe or misappropriate any patent, copyright, trade secret or other intellectual property right of a third party or breach of any law applicable to itlaw. 8.10 You represent and warrant that you are fully satisfied as to the scope and nature of the Service and of your obligations under this Agreement and that you have the corporate power and authority to enter into, and perform your obligations under, the Agreement.