REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENDOR Sample Clauses

REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENDOR. 4.1 To induce Buyer to enter into this Agreement and complete the Transaction, The Vendor hereby represents and warrants to Buyer as follows and acknowledges that Buyer is relying on such representations and warranties in connection with entering into this Agreement: (a) this Agreement, when delivered in accordance with the terms hereof, will constitute a valid and binding obligation enforceable against Vendor in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies;

REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENDOR. Vendor represents, warrants and covenants to Coordinating Agency and CCNY, Inc. as follows: 2.1 Neither Vendor nor Designated Personnel have been convicted of a felony or misdemeanor within the past 7 years related to the care or welfare of children, child abuse, fraud, moral turpitude, sexual offenses or substance abuse; provided, however, that all felonies and/or misdemeanors within the time period shall be included in Schedule 2.3. 2.2 Neither Vendor nor any of the Designated Personnel listed on Schedule 3.1 have, as of the date hereof or any subsequent date relating to an update of such schedule, a chemical, alcohol or other substance dependency that would impair such party's ability to render Covered Services. In addition, neither Vendor nor Designated Personnel have any other type of disability, which would prevent them from rendering the Covered Services. 2.3 Any malpractice claims against Vendor and Designated Personnel necessitates immediate notification to all parties of this contract and no later than 48 business hours from receipt of claim. 2.4 Vendor has adequate resources to render Covered Services in accordance with Plans of Care forwarded from time to time by Care Coordinators. 2.5 The representations, warranties and covenants in this Section shall continue in effect so long as this Agreement is in effect. Vendor and/or Designated Personnel shall notify Coordinating Agency immediately in writing of any correction, modification or change in status of any such representation, warranty or covenant. Vendor agrees to update the list of Designated Personnel and any of the Schedules as necessary in connection with any change of circumstance requiring disclosure. Unless otherwise required by this Agreement, such updated schedules will be provided to both Coordinating Agency and CCNY within five (5) business days of the change in circumstance. Vendor shall comply with all requests from CCNY, Inc. and/or Coordinating Agency for proof of compliance with the foregoing representations, warranties and covenants, including, but not limited to, execution of periodic certification.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENDOR. Vendor represents, warrants and covenants that the following shall be true and correct as of the Effective Date and shall continue to be true and correct during the Term and any renewals thereof:

REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENDOR. Vendor represents, warrants and covenants that: Section 5.1 Vendor is validly organized and existing under the laws of its state of incorporation and has full power and is qualified to do business at the location(s) where Services are provided, and has full power and authority to execute and deliver this Agreement, which constitutes a legal, valid and binding agreement of Vendor enforceable in accordance with its terms, and to perform the Services described herein. Section 5.2 This Agreement does not conflict, breach or cause a material default of its organizational documents or any agreements or other obligations to which it is a party. Section 5.3 Vendor is and at all times during the term of this Agreement will be in compliance in all material respects with Laws and Regulations applicable to Vendor and/or Client in connection with the Services; provided, however, if compliance with changes in such Laws and Regulations would materially increase Vendor’s costs of providing the Services, the parties shall promptly meet to consider the available options, including sharing of such costs, and if a commercially reasonable, cost-effective solution is not available, Client may terminate this Agreement pursuant to Article 3. Each party shall notify the other of any changes in Laws and Regulations which may adversely impact the Services and Vendor, and subject to the preceding sentence, shall make all changes necessary to the Services to comply with all Laws and Regulation. Section 5.4 Vendor shall generate, retain and provide Client with such reports, data and files in such formats as Client reasonably requires to comply with requirements of applicable laws and regulations, its regulatory bodies and its auditors and to determine compliance by Vendor and Client with their obligations herein. Section 5.5 Vendor, its agents and its representatives will at all times comply with Client’s policies regarding outsourced system and data security, as they exist from time to time and as such policies are provided in writing to Vendor.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENDOR. Vendor represents and warrants to Agracel, Inc. that Vendor: a. Understands the hazards and risks which are presented to human beings, property and the environment in performing the Services; b. Is engaged in the business of providing the Services and has developed the requisite expertise for the proper completion of the Services; c. Is familiar with and will comply with all applicable orders, ordinances, rules, regulations, statutes and laws imposed by any local, state or federal government d. Governing the Services (“Laws”) including, without limitation, those Laws dealing with hazardous wastes and materials, the transportation of hazardous materials, occupational safety and health, safety management standards and Americans with Disabilities Act.; e. Shall perform the Services in a safe and workmanlike manner, pursuant to the generally accepted standards, practices and procedures for Vendors performing similar services in industry; f. Has obtained or shall obtain all permits, licenses, certificates or approvals required to comply with all Laws in the performance of this Agreement. Vendor shall provide Agracel, Inc. with reasonable advance written notice if any such permit, license, certificate or approval becomes a subject of judicial or administrative action seeking revocation or suspension; and g. Has inspected the areas in which Services are to be performed and all surrounding areas.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENDOR. The Vendor hereby represents, warrants, and covenants to Purchaser, and acknowledges that Purchaser is relying on such representations, warranties and covenants in connection with the transactions contemplated by this Agreement, that as of the Closing Date:

REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENDOR. 4.1 To induce Buyer to enter into this Agreement and complete the Transaction, Vendor hereby represents and warrants to Buyer as follows and acknowledges that Buyer is relying on such representations and warranties in connection with entering into this Agreement: (a) this Agreement, when delivered in accordance with the terms hereof, will constitute a valid and binding obligation enforceable against Vendor in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (b) there are no agreements that could restrict the sale and transfer of Purchased Assets, and no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the sale and transfer of the Purchased Assets to which Everythink Innovation Limited. is a party; (c) no order prohibiting the sale of the Purchased Assets by Everythink Innovation Limited. is currently in effect and to the best knowledge, information and belief of the directors of Everythink Innovation Limited., no proceedings for this purpose have been instituted, are pending, contemplated or threatened; (d) Everythink Innovation Limited. is the legal and beneficial owner of the Purchased Assets and on Closing, the Buyer will acquire good and marketable title to such Purchased Assets free and clear of all Encumbrances; (e) Everythink Innovation Limited. has good and marketable title to the Purchased Assets free and clear of any actual, pending or, to the best knowledge or belief of the directors of Everythink Innovation Limited., threatened (whether in writing or verbal) Encumbrances; (f) Everythink Innovation Limited. has not infringed or misappropriated, and the operation of the business as currently conducted does not infringe or misappropriate, any intellectual property rights of other persons or entities; (g) Everythink Innovation Limited. has not granted or entered into any agreement, option, understanding or commitment or any Encumbrance of or disposal of the Purchased Assets or an interest therein or any right or privilege capable of becoming an agreement or option with respect to the Purchased Assets and will not do so prior to the Closing Date; (h) Everythink Inno...

REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENDOR. All statements contained in any certificate or other instrument delivered by or on behalf of the Vendor pursuant hereto or in connection with the transaction contemplated hereby will be deemed to be representations and warranties by the Vendor hereunder. All representations, warranties, covenants and agreements made by the Vendor in this Agreement or pursuant hereto will, unless otherwise expressly stated, survive the Closing Date and any investigation at any time made by or on behalf of the Purchaser and, subject to section 8.2, will continue in full force and effect for the benefit of the Purchaser.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENDOR