Subscriber Warranties Clause Samples
The Subscriber Warranties clause sets out the specific promises or assurances that the subscriber makes to the other party in an agreement. Typically, these warranties may include statements that the subscriber has the authority to enter into the contract, that all information provided is accurate, and that the subscriber is not violating any laws or third-party rights by participating. By clearly outlining these obligations, the clause helps allocate risk and ensures that both parties have a mutual understanding of the subscriber's responsibilities, thereby reducing the likelihood of disputes arising from misrepresentations or breaches.
Subscriber Warranties. 6.1 The Subscriber warrants to the Seller that as at the date of this Agreement and Closing Date:
a) it is validly incorporated, in existence and duly registered under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement;
b) the execution and delivery of the Agreement has been duly authorised and do not require any further corporate approvals and/ or authorizations and it has all necessary approvals required to be obtained by it for the execution, delivery and performance of this Agreement and has been validly executed by a duly authorised representative of the Subscriber. This Agreement constitutes a legal, valid and binding obligation of the Subscriber enforceable against it, in accordance with its terms;
c) it has the requisite power and authority to enter into and perform this Agreement; and entry into and performance of this Agreement will not (i) breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents or (ii) (subject, where applicable, to fulfilment of the Purchaser Conditions) result in a breach of any laws or regulations in its jurisdiction of incorporation or of any registration, license, permit, consent, order, decree or judgment of any court or any governmental or regulatory authority, where any such breach would adversely affect to a material extent it ability to enter into or perform its obligations under this Agreement.
Subscriber Warranties. 6.1 The Subscriber warrants to the Company that as at the Execution Date and Closing Date:
a) it is validly incorporated, in existence and duly registered under the laws of its jurisdiction and has full power to conduct its business as conducted at the Execution Date;
b) the execution and delivery of the Agreement has been duly authorised and do not require any further corporate or statutory approvals and/ or authorizations and it has all necessary approvals required to be obtained by it for the execution, delivery and performance of this Agreement and has been validly executed by a duly authorised representative of the Subscriber. This Agreement constitutes a legal, valid and binding obligation of the Subscriber enforceable against it, in accordance with its terms;
c) it has the requisite power and authority to enter into and perform this Agreement; and entry into and performance of this Agreement will not (i) breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents or (ii) (subject, where applicable, to fulfilment of the Conditions Precedent) result in a breach of any laws or regulations in its jurisdiction of incorporation or of any registration, license, permit, consent, order, decree or judgment of any court or any governmental or regulatory authority, where any such breach would adversely affect to a material extent it ability to enter into or perform its obligations under this Agreement.
d) The subscription of the Subscription Shares by the Subscriber does not violate any provision of the Prevention of Money Laundering Act, 2002, including any rules, regulations and byelaws framed thereunder.
Subscriber Warranties. Subscriber represents and warrants to Sparta that Subscriber or its licensors own all right, title and interest to all Subscriber Content.
Subscriber Warranties. Subscriber warrants that it will: (i) avoid misleading or unethical business practices in representing the Bundled Solution; (ii) fairly and accurately represent the Software; and (iii) not violate any applicable laws in integrating the Software as part of the Bundled Solution.
Subscriber Warranties. Subscriber represents and warrants that:
(i) the information it has provided to LiveVol (including Subscriber’s representation on Exhibit C that a User is either a professional or non-professional) is accurate and complete; (ii) it will promptly furnish LiveVol with new information if the information previously provided becomes materially inaccurate or incomplete, and (iii) it is not knowingly conducting any illegal business activities.
Subscriber Warranties. Subscriber represents and warrants that (i) it has full power and authority to enter into the Standard Terms and has received all parental and other permissions required to permit Discovery to obtain and retain information (including personal information) from Users; (ii) only Subscriber or its Users shall access the Service(s) and the Content; (iii) Subscriber and its Users will at all times use the Service(s) and the Content only as expressly permitted by the Standard Terms; (iv) in the event that Subscriber requests that Discovery customize the Service(s) interface with Subscriber’s trade name, trademarks or logos, and/or digitize and/or encode and/or host any of Subscriber’s content on the Content and/or the Service(s), Discovery has the right to so use and exploit any and all such trade names, trademarks, logos and content, including without limitation any and all underlying elements (the “Subscriber IP”), and (v) the Subscriber IP, any content, materials, and/or information contributed by Users, and any revisions to the Content by Users does not and will not contain any libelous, unlawful or infringing materials or content, will not infringe upon any party's proprietary rights, including without limitation statutory or common- law copyright, trademark and right of privacy, and will not violate any law, regulation or right of any kind whatsoever or give rise to any actionable claim or liability.
Subscriber Warranties. The Subscriber represents and warrants to and for the benefit of the Company that each of the following statements is true, accurate and not misleading as at the date of this agreement and as at the Stage 2 Completion Date:
(a) (status) It is a body corporate validly existing under the laws of its place of incorporation or establishment.
(b) (corporate power) It has the corporate power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement.
(c) (corporate action) It has taken all necessary corporate action to authorise the entry into and performance of this agreement and to carry out the transactions contemplated by this agreement.
(d) (binding obligation) This agreement is its valid and binding obligation.
(e) (no contravention) Neither the entry into nor performance by it of this agreement nor any transaction contemplated under this agreement violates in any material respect any provision of any judgment binding on it, its constituent documents, any law or any document, agreement or other arrangement binding on it or its assets. (f) (Accredited Investor) It is an “accredited investor”, as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) and has the knowledge and experience to evaluate an investment in the securities to be subscribed for under this agreement (Securities) and has the financial resources to allow it to make the investment in the Securities and to tolerate any losses therefrom, and it is acquiring the Securities for its own account and has not been induced to acquire the Securities and it is not purchasing the Securities with a present view to the distribution thereof.
(g) (Restrictions) It understands that the Securities will be subject to restrictions on resale in the United States. The Securities have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred in the United States without registration under the U.S. Securities Act (which it acknowledges the Company has no obligation to do or procure) unless the Securities are offered, sold, pledged, transferred or otherwise disposed of in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any state in the United S...
Subscriber Warranties. The Subscriber warrants and acknowledges to the Company that: a the Subscriber has had the opportunity to instruct and receive independent legal advice on the terms and conditions, and the effect, of this Agreement; and b the Subscriber has not entered into this Agreement in reliance on any warranties, representations or other statements made by any of the Company or other person, except as expressly set out in this Agreement.
Subscriber Warranties. Subscriber represents and warrants that: (a) the information in the Subscriber Information Form it submits to WLS is accurate; and (b) it is responsible for compliance with any additional or varying laws and regulations governing purchase by Subscriber or on its behalf.
Subscriber Warranties. Subscriber warrants to Vendor:
(a) That Subscriber has, and will have during the term of this Agreement, all necessary rights, title and license to enter into and perform its obligations under this Agreement, including the rights to use all software, and connections, including the internet connection.
(b) That Subscriber will comply with all applicable laws and regulations in the use of vendor’s software, as well as Subscriber’s clinical and ethical standards, policies and procedures, and industry standards, in handling Protected Health Information (PHI), as defined by Privacy Regulations issued pursuant to the Health Insurance Portability and Accountability Act (“HIPAA”) as they relate to individuals, and that Subscriber has all necessary rights and consents from individuals whose Records are transmitted over the Vendor Network for the purposes set forth herein.