Representations Warranties and Covenants of the Parties Sample Clauses
The "Representations, Warranties and Covenants of the Parties" clause sets out the specific statements of fact (representations), promises about the present or future (warranties), and ongoing obligations (covenants) that each party makes to the other in a contract. For example, a party may represent that it has the authority to enter into the agreement, warrant that its products meet certain standards, and covenant to maintain insurance throughout the contract term. This clause is essential for allocating risk and ensuring that both parties have a clear understanding of their rights, responsibilities, and the factual basis upon which the agreement is made.
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Representations Warranties and Covenants of the Parties. Each party, for and as to itself only, hereby makes the following representations, warranties, and covenants for the benefit of the other parties:
(a) Such party is and will remain a legal entity duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Such party has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted. Such party has and will have, in all material respects, full power and authority to execute, deliver, and perform its obligations under this Agreement.
(b) Such party is and will remain duly qualified to do business, is and will remain in good standing as a foreign entity (or is exempt from such requirements), and has obtained and will retain all necessary licenses and approvals, in each jurisdiction in which its obligations under this Agreement require such qualification, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under this Agreement.
(c) Such party’s execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of such party.
(d) This Agreement constitutes a legal, valid, and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally or by general principles of equity.
(e) The execution and delivery of this Agreement by such party, and the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with, violate or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such party is a party or by which it or its properties are bound.
(f) The execution and delivery of this Agreement by such party, the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with or violate any Requirements of Law applicable to such party.
(g) There are no proceedi...
Representations Warranties and Covenants of the Parties. Each party represents, warrants and covenants that as of the date of this Agreement it:
a. Is not bound by any agreement or arrangement that would preclude it from entering into this Agreement.
b. Has the requisite power and authority to enter into and perform this Agreement and the execution, delivery, and performance of this Agreement has been duly authorized by all necessary action.
c. Will comply with all obligations under this Agreement and will take all action necessary to assure that its representations, warranties, and/or covenants in this Agreement are true and correct at all times. Each party will promptly notify the other in the event of any breach of such representations, warranties, and/or covenants.
Representations Warranties and Covenants of the Parties. Indemnification -------------------------------------------------------------------------
(a) At all times when is distributing the Shares, LSD represents and warrants to, and covenants with that:
i. LSD is a Delaware limited partnership and is duly registered with the U.S. Securities and Exchange Commission (the "SEC") as a broker-dealer.
ii. The Fund is a series of a business trust duly created pursuant to the laws of The Commonwealth of Massachusetts and is being duly operated in accordance with applicable statutory and common law requirements.
iii. The Trust is duly registered with the SEC as an open-ended management investment company under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"), and the Shares are duly registered with the SEC under the U.S. Securities Act of 1933, as amended, for offer and sale.
iv. The Fund has full power and authority to conduct its business as described in the Securities Registration Statements, Japanese Prospectus, U.S. Prospectus and its Post-Effective Amendment filings made with the SEC, including, but not limited to, full power and authority to issue and sell the Shares and to take any other action and to do all acts necessary to fulfill its obligations as set forth in the Trust Deed and Bylaws.
v. The Fund has taken no action contrary to the laws, regulations and decrees set forth in sub-sections (ii), (iii) and (xii) of this Section 7 or the Trust Deed and Bylaws.
vi. As of the signing date of this Agreement, all authorizations and consents necessary for the execution and delivery by or on behalf of LSD of this Agreement, and for the sale and delivery of the Shares hereunder, have been given, and LSD has full right, power and authority to enter into this Agreement.
vii. Upon delivery of the Shares and payment therefor pursuant hereto, legal and valid title to fully paid Shares, non-assessable by the Fund, free and clear of all liens and encumbrances, will pass to or their clients, as the case may be. The Shares conform in all material respects to statements made in the then-current Prospectus and the issue of Shares is not subject to pre-emptive rights.
viii. Neither the execution nor the delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms, conditions or provisions hereof, will result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreement or instrument to which LSD is a party ...
Representations Warranties and Covenants of the Parties. Researcher and Colliga Apps each hereby represents and warrants to the other party as follows:
Representations Warranties and Covenants of the Parties. 11.1 Representations and Warranties of CyberSource. CyberSource hereby represents and warrants to ICS the following:
(a) Neither the execution of this Agreement by CyberSource nor the consummation of the transactions contemplated hereby which are to be performed by CyberSource violates the provisions of Section 500 the California General Corporation Law (the "GCL") as applicable to CyberSource.
(b) All consents and approvals necessary or appropriate for CyberSource to execute this Agreement and to consummate the transactions contemplated hereby which are to be performed by CyberSource have been obtained, except for such consents and approvals the failure of which to obtain would not result in any material adverse effect on CyberSource or its shareholders; it being specifically understood that the effect of Sections 502, 503 and 506 of the GCL are expressly excluded from this representation.
(c) To the best knowledge of CyberSource , the transfer by CyberSource of its internet commerce services business to ICS as provided in this Agreement in exchange for stock of ICS qualifies as a Section 351 transaction under the Internal Revenue Code.
Representations Warranties and Covenants of the Parties. (a) The Fund represents and warrants to RCM and agrees that:
(i) the Fund is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(ii) this Agreement has been duly authorized, executed and delivered by the Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(iii) the Fund is registered as an investment company under the 1940 Act; and
(iv) the Fund's Registration Statement and any advertisements and sales literature (excluding statements relating to RCM and the services it provides that are based upon written information furnished by RCM expressly for inclusion therein) of the Fund shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to RCM, pursuant to Section 3(a) hereof, shall be true and correct in all material respects.
(b) RCM represents and warrants to the Fund and agrees that:
(i) RCM is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(ii) This Agreement has been duly authorized, executed and delivered by RCM in accordance with all requisite action and constitutes a valid and legally binding obligation of RCM, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(iii) RCM is registered as a broker-dealer under the 1934 Act and is a member in good standing of the NASD;
(iv) RCM (A) has adopted an anti-money laundering compliance program ("AML Program") that satisfies the requirements of all applicable laws and regulations, (B) undertakes to carry out its AML Program to the best of its ability, (C) will promptly notify the Fund and the Adviser if an inspection by the appropriate regulatory authorities of its AML Program identifies any ma...
Representations Warranties and Covenants of the Parties. 7.1. Representations of the City. 12 7.2. Representations of the Developer 12 Signatures 14 EXHIBIT A – Legal Description of Project Site EXHIBIT B – Concept Site Plan EXHIBIT C – ▇▇▇▇▇▇▇▇▇’s Affidavit EXHIBIT D – Certificate of Substantial Completion EXHIBIT E – Price Road Access Agreement THIS DEVELOPMENT AND PERFORMANCE AGREEMENT (this “Agreement”) is made and entered into as of [*Date*], 2021, by and between the CITY OF OLIVETTE, MISSOURI, a fourth-class city organized and existing under the laws of the State of Missouri (the “City”), and [*DEVELOPER*], a Delaware limited liability company (the “Developer”).
Representations Warranties and Covenants of the Parties. 9.1. IPC represents and warrants to ELITE, as of the Effective Date, as follows:
(a) IPC has the legal right and full corporate power and authority to enter into this Agreement and to perform the same;
(b) the Agreement constitutes valid and binding obligations of IPC, enforceable against IPC in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization and other laws of general application affecting the enforcement of creditors' rights generally, and except as enforcement of rights to indemnity and contribution hereunder may be limited by principles of public policy;
(c) IPC has taken all corporate action required by it to authorize it to enter into and to perform the Agreement;
(d) IPC has the right to disclose Know-How (and other IPC Intellectual Property Rights) to ELITE as well as all other information as is necessary for ELITE to perform its obligations hereunder;
(e) there are no infringement proceedings pending, or, to IPC's knowledge, threatened, against IPC in connection with the Product or the IPC Intellectual Property Rights;
(f) IPC has good title to all IPC Intellectual Property Rights, free and clear of all Liens;
(g) IPC has not received any notice of infringement of, or conflict with, any license, patent, copyright, trademark, service mark or other intellectual property right of any other P▇▇▇▇n and, to the knowledge of IPC, there is no infringement or unauthorized use by any Person of any of the IPC Intellectual Property Rights.
(h) there are no agreements between IPC and any third party that conflict with this Agreement; and
(i) no consent or approval of any third party, court or governmental agency is required in connection with the execution and performance of this Agreement by IPC.
9.2. In respect of the Studies, IPC:
(a) shall, together with ELITE, supervise the conduct of the Studies in accordance with the terms hereof, to ensure that such CRO as is selected to carry out the Studies is contractually bound to do so, and does so, including by way of a transfer in writing under 21 CFR 312.52, in accordance with the Protocol, generally accepted standards of good clinical practice and all applicable local, state and Federal laws and regulations governing the performance of clinical investigations, including without limitation, regulations governing the protection of human subjects (e.g., 21 C.F.R. Part 50) and Institutional Review Boards (e.g., 21 C.F.R. Part 58), and regulations governing the condu...
Representations Warranties and Covenants of the Parties. Each Party hereby represents and warrants to the other Parties as follows as of the Effective Date:
(a) Such Party is not a party to any contract or agreement of any kind whatsoever, written or verbal, which would materially impair its ability to comply with the terms of this Option Agreement.
(b) The Party is a duly formed legal entity, validly existing under the laws of the state of its formation, is qualified to do business in the state of New Hampshire, and has all requisite power and authority to enter into this Option Agreement and to render the performance contemplated hereby.
(c) This Option Agreement is the valid and binding obligation of the Party, enforceable in accordance with its terms.
Representations Warranties and Covenants of the Parties. Each Party hereby represents, warrants and covenants to the other that:
(a) it is duly organized, validly existing and in good standing under the laws of its state of organization;
(b) it has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement constitutes the valid and legal binding obligation of such enforceable in accordance with the terms and conditions set forth herein;
(c) ABG or its Affiliates have the right to exploit certain ABG 2018 Brands in connection with certain Cannabis Products without any limitation and without obtaining the consent of any third party;
(d) it is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any authority, person or entity in order for such Party to consummate the transactions set forth herein;
(e) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not (i) violate in any material respect any law to which it subject; (ii) violate or result in a breach of or default or acceleration under its Certificate of Formation, Limited Liability Agreement/Operating Agreement (as applicable), any resolutions adopted by its members of managers or any instrument or agreement to which it is a party or by which the it is bound; or (iii) violate any judgment, order, injunction, decree or award against or binding upon it; and
(f) it is as of the Effective Date in compliance with, and throughout the Term, it will comply with any and all applicable laws, and it will not engage in any cannabis activities in the United States unless permitted under applicable federal and state law;