Representations of Vendor Clause Samples

Representations of Vendor. The Vendor hereby represents and warrants to the Purchaser the following: (a) the Vendor was properly founded as an Austrian company with limited liability, is entered in the commercial register at the district court in Innsbruck under FN256404s and exists legally effective. The Vendor is not in default of any of the provisions of its constating documents; (b) the Vendor has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. This Agreement is to be executed by the Vendor, when executed and delivered as contemplated herein or therein, will be duly and validly authorized, executed and delivered, and will be valid and binding obligations of the Vendor enforceable in accordance with their respective terms, except (1) as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights generally and (2) as may be limited by any applicable laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (c) the Vendor is the sole legal and beneficial owner of the Software free and clear of all Encumbrances, with good and marketable title thereto; (d) the Vendor has the right, power and authority to sell, assign and transfer the Software to the Purchaser on the terms and conditions contained herein; (e) no person (including no Vendor Affiliate (as defined herein)) has any right, agreement or option, or any right or privilege (whether legal, beneficial, court ordered, pre-emptive, contractual or otherwise) capable of becoming a right, agreement or option, for the purchase or acquisition, directly or indirectly, in or to the Software (or any portion thereof) or any rights to the Software (or any portion thereof); (f) the Vendor has been in compliance with all applicable laws relating to the ownership, distribution, development, use or operation (as applicable) by the Vendor of the Software. The Vendor has not received any notice, order, complaint or other communication that the Vendor has any liability relating to the Software under any such applicable law which has not been fully discharged or extinguished or that the Vendor is not, or has not been, in compliance with any such applicable law relating to the Software. The Vendor has not received any written notice of, and there...

Representations of Vendor. VENDOR hereby represents it is legally able to perform the work that is subject to the Agreement.

Representations of Vendor. Vendor represents and warrants as follows: 4.1 It will comply with all applicable laws, rules and regulations governing the provision of Services and the performance of its dutites under this Agreement. 4.2 It is duly authorized and licensed to perform the Services and its duties hereunder in each jurisdiction in which it will act. 4.3 It will maintain insurance requirements per Section 5 below and agrees that Pilgrim’s Pride can withold payment for Services if and for so long as it fails to comply with Section 5.

Representations of Vendor. Vendor represents and warrants that Vendor, its officers, directors and employees (a) has not retained a person to solicit or secure a state contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee; (b) has not violated, is not violating, and promises that it will not violate the prohibition against gratuities set forth in Section 6-204 (Gratuities) of the Mississippi Public Procurement Review Board Office of Personal Service Contract Review Rules and Regulations.

Representations of Vendor. Vendor represents and warrants that Vendor, its officers, directors and employees (a) are not currently excluded, debarred, or otherwise ineligible to participate in any federal health care programs or any state healthcare programs; (b) have not been convicted of a criminal offense related to the provision of healthcare items or services where such conviction would result in being excluded, debarred, or otherwise declared ineligible to participate in the Federal Healthcare Programs or any state healthcare programs; (c) are not, nor have ever been included on the Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons list; (d) are not, to the best of its knowledge, under investigation or otherwise aware of any circumstances which may result in Vendor being excluded from participation in the Federal Healthcare Programs or any state healthcare programs; (e)

Representations of Vendor. The Vendor warrants that all representations made by Vendor are true and accurate.

Representations of Vendor. Vendor warrants that it (i) owns, free and clear of all liens and encumbrances, all intellectual property, patents (including but not limited to United States Patent Numbers 5,487,764 and 5,453,103) and applications therefor, printed and unprinted technical data, know-how, trade secrets, copyrights and other intellectual property rights and all other scientific or technical information in whatever form relating to, embodied in or used in the proprietary process to produce synthetic coal fuel extrusions and briquettes from waste coal dust, coal fines and other similar coal derivatives, and, the right to freely use, sell and exploit Proprietary Binder Material used in manufacturing synthetic coal fuel extrusions and briquettes from waste coal dust, coal fines and other similar coal derivatives, (ii) has the right and power to grant to Licensee the licenses granted herein, (iii) has not made and will not make any agreement with another in conflict with the rights granted herein, and (iv) has no knowledge that the sale or use of the rights, Proprietary Binder Material and/or licenses granted herein as contemplated by this Agreement would infringe any third-party's intellectual property rights. Vendor agrees to take all steps necessary to maintain all of the patents hereunder at Vendor's sole expense.

Representations of Vendor. The Vendor hereby represents and warrants to and in favour of the Purchaser that, as of the date hereof:

Representations of Vendor. (a) VENDOR represents and warrants that it (1) is duly organized and has full authority to enter into this Agreement and to transact the business herein contemplated, (2) is fully willing, capable and experienced to perform as provided for herein, and (3) it is not prohibited from entering into this Agreement by any contract or agreement that VENDOR may have with any third party. (b) VENDOR represents and warrants that neither it nor any of its officers, directors, shareholders or employees have ever: (1) been convicted of a felony or misdemeanor involving an alleged violation of any federal or state telemarketing or telephone solicitation statute, or seller of travel or travel agency statute, or fraud, theft, embezzlement, fraudulent conversion or misappropriation of property (for such purposes, a plea of nolo contendere is a conviction); (2) had entered against it, him or her a final judgment or order in a civil or administrative action, including but not limited to a stipulated judgment or order, if the complaint or petition in the civil or administrative action alleged acts constituting a violation of any federal or state telemarketing or telephone solicitation statute, fraud, theft, embezzlement, fraudulent conversion or misappropriation of property, the use of untrue or misleading representations in an attempt to sell or dispose of real or personal property, or the use of unfair, unlawful or deceptive business practices; or (3) been subject to any currently effective injunction or restrictive court order relating to business activity as a result of an action brought by a federal, state or local public agency or unit thereof, including, but not limited to, an action affecting any vocational license;