WARRANTIES AND COVENANTS OF THE DEVELOPER Sample Clauses

WARRANTIES AND COVENANTS OF THE DEVELOPER. The Developer represents, warrants, and covenants to the Company the following: (a) the Developer has the full power to enter into this Agreement and perform the services provided for in this Agreement, and that such ability is not limited or restricted by any agreements or understandings between the Developer and other persons or companies; (b) any information or materials developed for, or any advice provided to the Company, will not rely or in any way be based upon confidential or proprietary information or trade secrets obtained or derived by the Developer from sources other than the Company, unless the Developer has received specific instructions in writing to use such proprietary information or trade secrets; (c) the code and other materials and information provided by the Developer, and any of the modifications made by the Developer, to the program materials provided by the Company do not infringe upon or misappropriate any copyright, patent right, right of publicity or privacy (including but not limited to defamation), trade secret, or other proprietary rights of any third party; and (d) its performance of this Agreement does not conflict, and will not conflict, with any other contract the Developer is a party to, and while working on the Program, the Developer will not engage in any such consulting services or enter into any agreement in conflict with this Agreement. The Developer will not provide any services under this Agreement while the Developer is an employee of any company or other entity.
View Source
WARRANTIES AND COVENANTS OF THE DEVELOPER. The DEVELOPER, for itself and its development team covenants and warrants that:
View Source
WARRANTIES AND COVENANTS OF THE DEVELOPER 
View Source

Related to WARRANTIES AND COVENANTS OF THE DEVELOPER

  • Representations, Warranties and Covenants of the Distributor A. The Distributor hereby represents and warrants to the Client, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it 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 Distributor and, when executed and delivered, will constitute a valid and legally binding obligation of the Distributor, 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) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (iv) it is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA. B. In connection with all matters relating to this Agreement, the Distributor will comply with the applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations. C. The Distributor shall promptly notify the Client of the commencement of any litigation or proceedings against the Distributor or any of its managers, officers or directors in connection with the issue and sale of any of the Shares.

  • Representations, Warranties and Covenants of the Company The Company represents and warrants to, and agrees with, Subscriber that:

  • Representations, Warranties and Covenants of the Fund The Fund hereby represents, warrants and covenants each of the following: 2.1 This Agreement has been, and at the time of delivery of each Instruction such Instruction will have been, duly authorized, executed and delivered by the Fund. This Agreement does not conflict with or constitute a default under the Fund's prospectus, Certificate of Trust and By-Laws, or any other agreement, judgment, order or decree to which the Fund is a party or by which it is bound. 2.2 The Fund shall safeguard and shall be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. In furtherance and not in limitation of the foregoing, in the event the Fund utilizes any on-line service offered by the Custodian, the Fund shall be fully responsible for the security of its connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards in respect thereof. Additionally, unless otherwise agreed in connection with the provision of such (service) (software) if the Fund uses any on-line or similar communications service made available by the Custodian, the Fund shall be responsible for ensuring the security of its access to the service and for its use of the service, and shall only attempt to access the service and the Custodian's computer systems as directed by the Custodian. Unless otherwise agreed in connection with the provision of such (service) (software). If the Custodian provides any computer software to the Fund relating to the services described in this Agreement, the Fund will only use the software for the purposes for which the Custodian provided the software to the Fund, and will abide by the license agreement accompanying the software and any other security policies which the Custodian provides to the Fund.