RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES Sample Clauses
The "Responsibilities, Representations and Warranties" clause defines the obligations each party undertakes and the assurances they provide regarding their authority, capacity, and the truthfulness of information exchanged. In practice, this clause outlines specific duties such as compliance with laws, delivery of goods or services, and affirms that parties have the legal right to enter into the agreement and that all statements made are accurate. Its core function is to allocate risk and establish a foundation of trust by ensuring that both parties are legally bound to fulfill their promises and are protected if the other party fails to meet these commitments.
RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. By signing the Subscription Agreement and agreeing to its terms, each Party represents and warrants that it has the legal power and authority to enter into this Agreement.
RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. 7. 1 You agree to use effective technology to detect and prevent unusual activity which involves Fraud (“Fraudulent Activity”). Participant shall have the right to determine and declare such fraudulent activities to be invalid and Platform shall not be charged for such fraudulent activities.
7. 2 You agree to give immediate assistance to Topsymart with the objective to improve the Program and its effectiveness on an on-going basis, by providing feedback available from the Content Site.
7. 3 You agree that you shall be responsible for all activities under your account with the Platform and for loss, theft or unauthorized disclosure of your account details, including but not limited to, your account login name and password. You must provide immediate notification to Topsymart of any known or suspected unauthorized use of your account or breach of the security of your account.
7. 4 You hereby represent and warrant that:
(a) you have the authority and capacity to enter into this Agreement and you are not subject to any restrictive covenant or other legal obligation which prohibits it from performing your obligations hereunder.
(b) you shall perform your obligations under this Agreement in a timely and efficient manner and with your best efforts in care and skill.
(c) you will at all times comply with all applicable laws and regulations and will maintain any accounts, permits, licenses and approvals required to perform your obligations hereunder.
RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. (a) Aquarius represents and warrants that (i) the Services provided hereunder will be performed in a professional manner, and (ii) any software, hardware, websites, web-based or technology-related Services (collective “Electronic Services”) will be free of material bugs or defects for thirty (30) days after delivery. Such warranty does not extend to any modification of Services by anyone other than Aquarius or its Subcontractors at the time of such modification, any abuse or misuse of Services by Client, or use of Services in an operating environment that differs materially from the specifications agreed to by the parties.
RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. (a) Schiller Productions represents and warrants that (i) the Services provided hereunder will be performed in a professional manner, and (ii) any software, hardware, websites, web-based or technology-related Services (collective “Electronic Services”) will be free of material bugs or defects for thirty (30) days after delivery. Such warranty does not extend to any modification of Services by anyone other than Schiller Productions or its Subcontractors at the time of such modification, any abuse or misuse of Services by Client, or use of Services in an operating environment that differs materially from the specifications agreed to by the parties.
RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. 6.1. By signing an Order referencing this Subscription Agreement, each Party agrees to its terms, and represents and warrants that it has the legal power and authority to enter into this Agreement.
6.2. When used in accordance with this Agreement, ACCCI represents and warrants that the Service shall (i) comply with Applicable Laws, and (ii) perform and be provided in accordance with generally accepted industry standards.
6.3. Customer is solely responsible for all use of Customer’s User accounts. Customer represents and warrants that (i) Customer shall only use the Service in accordance with Applicable Laws, the Agreement and any relevant documentation provided by ACCCI, and (ii) Customer will not, and will not permit any third party to upload, download, post, submit, provide, transmit, distribute, or otherwise make available to or through the Services any Customer Data that (A) is unlawful, infringing, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, or that otherwise violates any other right of any third party, including any intellectual property, proprietary, or privacy rights, or that is otherwise inappropriate, as determined by ACCCI in its sole discretion; (B) contains any viruses, code, files, or programs designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or that is or can be otherwise malicious or disruptive; or (C) contains any Highly Sensitive Data. Customer acknowledges and agrees that ACCCI is not a “Business Associate” under HIPAA and will not provide any protected health information to ACCCI.
RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. CCB represents and warrants as follows:
RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents, warrants and covenants for the benefit of the Board, the Trustee and the Bondholders, as follows:
RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. ▇▇▇▇▇ ▇▇▇▇▇▇ Design LLC represents and warrants that (i) the Services provided hereunder will be performed in a professional manner, and (ii) any software, hardware, websites, web-based or technology- related Services (collective “Electronic Services”) will be free of material bugs or defects for thirty (30) days after delivery. Such warranty does not extend to any modification of Services by anyone other than ▇▇▇▇▇ ▇▇▇▇▇▇ Design LLC or its Subcontractors at the time of such modification, any abuse or misuse of Services by Client, or use of Services in an operating environment that differs materially from the specifications agreed to by the parties.
RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. (a) The sale of Securities to any Investor will be made pursuant to a purchase agreement ("Purchase Agreement") between the Company and such Investor in substantially the form attached hereto as Exhibit A. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.
(b) The selling price of the Securities to be issued and sold by the Company pursuant to the Purchase Agreements will be specified in writing by CIBC World Markets on behalf of the Company to the prospective investors prior to the execution of the Purchase Agreements, subject to the Company's approval.
(c) Subsequent to the full execution of a Purchase Agreement, the Company shall perform its obligations under such Purchase Agreement. The Purchase Agreements will require the Company to file, promptly, and in any event within 45 days, after the closing of the sale of the Securities contemplated by the Purchase Agreements, (the "Closing") a registration statement with the Securities and Exchange Commission (the "SEC") for the resale from time to time of the Securities to be issued pursuant to such Purchase Agreements (the "Registration Statement"), and to use reasonable best efforts to have such registration statement declared effective by the SEC within 90 days of the Closing.
(d) The Company (i) represents and warrants that the representations and warranties contained in the Purchase Agreements will be true and correct in all respects on the date of such Purchase Agreements and on the Closing date and (ii) agrees that CIBC World Markets shall be entitled to rely on such representations and warranties as if they were made directly to CIBC World Markets.
(e) The Company agrees that the Company shall have sole responsibility for ensuring that the sale of Securities contemplated by this Agreement shall be exempt from the registration requirements of the Securities Act, and will otherwise comply with the securities laws of any applicable country or other jurisdiction; provided, that CIBC World Markets shall have received the Company's advance approval, not to be unreasonably withheld, of all jurisdictions in which CIBC World Markets intends to offer or sell the Securities. The Company shall not take any action or permit to be taken any action on its behalf that would cause such sale of Securities to fail to (i) qualify for such an exemption, or (ii) otherwise comply with such securi...
RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES a. Distributor will be responsible for and will have liability with respect to (i) the compliance of any prospectus, statement of additional information, registration statement, annual or periodic report, proxy statement, or other marketing materials permitted under this Agreement of or relating to the Funds with all applicable laws, rules and regulations (except for advertising or marketing material prepared by Ameriprise Financial); (ii) the registration, qualification or notification of any Shares of Funds under all federal and applicable state and territorial laws; (iii) the filing with FINRA of any advertising or sales literature provided or made available to Ameriprise Financial; (iv) the compliance by Distributor, each Fund and each “affiliated person” (as that term is defined in the rules under the ▇▇▇▇ ▇▇▇) with applicable federal and state law; provided, however, that the same will not apply to the extent that any failure to comply is caused by Ameriprise Financial’s failure to comply with any of the applicable foregoing laws, rules or regulations or its breach of this Agreement.
b. Distributor represents, warrants and covenants to Ameriprise Financial that: (i) Distributor is duly authorized and empowered to execute and deliver this Agreement; (ii) Distributor is, and will continue to be, a member in good standing of FINRA; (iii) Distributor is, and will continue to be, registered as a broker-dealer with the Securities and Exchange Commission (“SEC”); (iv) Distributor is in compliance and will continue to comply with all applicable federal and state laws, rulings, administrative rules, and orders; (v) Distributor is in compliance and will continue to comply with all rules, regulations, and interpretations by governmental and regulatory bodies and self-regulatory organizations having jurisdiction, including, without limitation, FINRA (vi) each Fund is, and will continue to be, registered as an investment company under the 1940 Act; (vii) Shares of each Fund are, and will continue to be, registered under the Securities Act of 1933; and (viii) any prospectus, SAI, registration statement, annual or periodic report, proxy statement, brochure and any other marketing materials permitted under this Agreement relating to the Funds is and will continue to be in compliance with all applicable laws, rulings, administrative rules and orders.
c. Fund Company represents, warrants and covenants to Ameriprise Financial that (i) Fund Company is duly authorized an...