Warranties and Commitments Sample Clauses

The 'Warranties and Commitments' clause sets out the specific promises and assurances each party makes regarding their ability and intention to fulfill the contract. This clause typically details representations about legal authority, compliance with laws, and the accuracy of information provided, and may include ongoing obligations such as maintaining certain standards or refraining from prohibited actions. Its core function is to allocate risk and establish a clear baseline of trust, ensuring that both parties have reliable expectations about each other's conduct and the validity of the agreement.
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Warranties and Commitments. Maker warrants and agrees that: A. Maker has, or immediately will acquire, full title to collateral, and shall at all times keep collateral free of all liens and claims whatsoever, other than the security interest under this Promissory Note and Security Agreement. B. Maker shall not sell, transfer, lease, or otherwise dispose of any of collateral or any interest in collateral except with the prior written consent of Secured Party. C. Maker shall at all times keep collateral in good order and repair, excepting any loss, damage, or destruction that is fully covered by proceeds of insurance or that results from ordinary use. D. Maker shall at all times keep collateral insured against loss, damage, theft, and other risks, in such amounts, with such companies and under such policies and in such form as shall be satisfactory to Secured Party. Such policies shall provide that loss under the policy shall be payable to Secured Party as its interest may appear, and Secured Party may apply any proceeds of such insurance that may be received by Secured Party to payment of any of the liabilities of Maker to Secured Party regardless of whether due. Such application of proceeds may be made in such order as Secured Party determines proper. Such policies of insurance shall, if secured parties so request, be deposited with Secured Party. E. Secured Party may examine and inspect collateral or any part of the same, wherever located, at any reasonable time.
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Warranties and Commitments. Debtors hereby warrant and agree to the following:
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Warranties and Commitments. ORGANIZATION. IT IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF FORMATION WITH ALL REQUISITE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT, TO PERFORM ITS OBLIGATIONS HEREUNDER AND TO CONDUCT THE BUSINESS OF THE PROGRAM AND THE SUBSIDIARIES. ENFORCEABILITY. THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS. CONSENTS AND AUTHORITY. NO CONSENTS OR APPROVALS ARE REQUIRED FROM ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON FOR IT TO ENTER INTO THIS AGREEMENT. ALL ACTION ON THE PART OF SUCH PARTY NECESSARY FOR THE AUTHORIZATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY BY SUCH PARTY, HAVE BEEN DULY TAKEN. NO CONFLICT. THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY IT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY BY IT DO NOT CONFLICT WITH OR CONTRAVENE THE PROVISIONS OF ITS ORGANIZATIONAL DOCUMENTS OR ANY AGREEMENT OR INSTRUMENT BY WHICH IT OR ITS PROPERTIES OR ASSETS ARE BOUND OR ANY LAW, RULE, REGULATION, ORDER OR DECREE TO WHICH IT OR ITS PROPERTIES OR ASSETS ARE SUBJECT. RECEIVER. IT HAS BEEN AFFORDED THE OPPORTUNITY TO SEEK AND RELY UPON THE ADVICE OF ITS OWN ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL ADVISOR IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT. BOTH PARTY SHALL DO SO IN RESPECT OF EACH OTHER AND UNDER THIS AGREEMENT WRITTEN CONDITIONS. ALL STATEMENTS MADE HEREIN ARE UNDER PENALTY OF PERJURY ANY MODIFICATIONS, AMENDMENTS, ADDENDUMS OR FOLLOW ON CONTRACTS WILL BE EXECUTED BY ALL AUTHORIZED SIGNATORIES. WHEN SIGNED AND REFERENCED TO THIS AGREEMENT, WHETHER RECEIVED BY MAIL OR FACSIMILE TRANSMISSION AS ALL AND ANY FACSIMILE OR PHOTOCOPIES CERTIFIED AS TRUE COPIES OF THE ORIGINALS BY BOTH PARTIES HERETO SHALL BE CONSIDERED AS AN ORIGINAL, BOTH LEGALLY BINDING AND ENFORCEABLE FOR THE TERM OF THIS AGREEMENT. BOTH PARTIES AGREE THAT NO PARTY MAY ASSIGN THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
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Warranties and Commitments. Parties shall fully cooperate with each other during the term of this Contract and thereafter as reasonably necessary, and shall promptly provide to each other all information regarding the Services, as can be reasonably expected.
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Warranties and Commitments. 6.1 DA SATS Customer warrants that: 6.1.1 it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of DA SATS Customer; 6.1.2 it will provide all assistance and information reasonably required by Lloyd’s in relation to the provision of the DA SATS Solution; 6.1.3 it has full authority, including where necessary and appropriate the authority of its Client, to provide, post, link to, make available and let the Subcontractors use any DA SATS Customer Data or DA SATS documents solely in connection with the Services; 6.1.4 it will comply, and procure that its Individual Users, agents, contractors and employees comply, to the extent applicable, with DA SATS Customer obligations set out herein, including in clause 4. 6.2 Lloyd’s warrants that: 6.2.1 it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of Lloyd’s; 6.2.2 it will (i) provide assistance and information required by a Regulator; and (ii) use reasonable endeavours to provide information reasonably required by DA SATS Customer, in each case solely in relation to the provision of the DA SATS Solution and, in the event that the provision of such information would result in an additional cost to Lloyd’s, at DA SATS Customer's cost; 6.2.3 it has been granted the rights necessary to permit DA SATS Customer to use the DA SATS Solution as contemplated under this Agreement; 6.2.4 in accordance with Good Industry Practice, it shall use reasonable endeavours to procure the use of the latest version of anti-virus definitions and Software available from an industry accepted anti-virus Software vendor to ensure the maintenance of the DA SATS Solution is free of bugs, viruses and other malicious Software; and 6.2.5 none of its directors has been or is disqualified from acting as a director in England & Wales. 6.3 Except as expressly set out in this Agreement, all other warranties, representations and conditions of Lloyd’s, whether express or implied, are excluded. In particular, and without limit, Lloyd’s makes no warranties of uninterrupted use with respect to the DA SATS Solution.
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Warranties and Commitments. Maker warrants and agrees that: A. Maker has, or immediately will acquire, full title to collateral, and shall at all times keep collateral free of all liens and claims whatsoever, other than the security interest under this Promissory Note and Security Agreement. B. Maker shall not sell, transfer, lease, or otherwise dispose of any of collateral or any interest in collateral except with the prior written consent of Lender. C. Maker shall at all times keep collateral in good order and repair, excepting any loss, damage, or destruction that is fully covered by proceeds of insurance or that results from ordinary use.
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Warranties and Commitments 
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Related to Warranties and Commitments

  • Contractor Commitments, Warranties and Representations Any written commitment received from the Contractor concerning this Agreement shall be binding upon the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to any representation made prior to execution of this Agreement, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties.

  • Representations and Warranties of Lenders Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments or Loans, as the case may be, represents and warrants as of the Closing Date or as of the effective date of the applicable Assignment and Assumption that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments, loans or investments such as the Commitments and Loans; and (iii) it will make or invest in its Commitments and Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments and Loans within the meaning of the Securities Act or the Exchange Act, or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments and Loans or any interests therein shall at all times remain within its exclusive control).

  • Representations and Warranties of the Lenders Each Lender, severally and not jointly, represents and warrants to the Borrower as of the Agreement Date and as of each date that any Note, Warrant or Common Stock is issued to a Lender, that: (a) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (c) Such Lender has full power and authority to make each Disbursement, enter into and perform its other obligations under each of the Loan Documents and carry out the other transactions contemplated thereby. (d) Each of the Notes, the Warrants and the Warrant Shares (collectively the “Loan Securities”) to be received by such Lender hereunder will be acquired for such Lender’s own account, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act of 1933, as amended (“1933 Act”), except pursuant to sales registered or exempted under the 1933 Act, and such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Loan Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Loan Securities for any period of time, and such Lender reserves the right to dispose of the Loan Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Lender is not a broker-dealer registered with the SEC under the Securities Exchange Act of 1934, as amended (“1934 Act”), or an entity engaged in a business that would require it to be so registered. (e) Such Lender can bear the economic risk and complete loss of its investment in the Loan Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Lender has had an opportunity to receive, review and understand all information related to the Borrower requested by it and to ask questions of and receive answers from the Borrower regarding the Borrower, its business and the terms and conditions of the offering of the Loan Securities, and has conducted and completed its own independent due diligence. Such Lender acknowledges receipt of copies of the Borrower’s filings pursuant to the 1934 Act. Based on the information such Lender has deemed appropriate, it has independently made its own analysis and decision to enter into the Loan Documents. Neither such inquiries nor any other due diligence investigation conducted by such Lender shall modify, limit or otherwise affect such Lender’s right to rely on the Borrower’s representations and warranties contained in this Agreement. (g) Such Lender understands that the Loan Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Borrower in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances. (h) Such Lender is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act. (i) Such Lender did not learn of the investment in the Loan Securities as a result of any general solicitation or general advertising. (j) No Person will have, as a result of the transactions contemplated by the Loan Documents, any valid right, interest or claim against or upon the Borrower or any Lender for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Lender. (k) Such Lender understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Borrower or the purchase of the Loan Securities. (l) Such Lender has no present intent to effect a “change of control” of the Borrower as such term is understood under the rules promulgated pursuant to Section 13(d) of the 1934 Act. (m) No source of funds used by such Lender to make any Disbursement constitutes “plan assets” within the meaning of the Employee Retirement Income Security Act of 1974, the Code or any of the respective regulations promulgated thereunder.

  • Representations and Warranties of Lender Lender hereby represents and warrants to Borrower as follows:

  • Representations and Warranties of the Lender The Lender hereby represents and warrants to the Borrower as follows: