Warranties and Representations Clause Samples
POPULAR SAMPLE Copied 7 times
Warranties and Representations. The Contractor warrants and represents that:
33.1.1. it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Framework Agreement and that the Framework Agreement is executed by a duly authorised representative of the Contractor;
33.1.2. in entering the Framework Agreement it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015;
33.1.3. it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities;
33.1.4. as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Framework Agreement;
33.1.5. no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Framework Agreement;
33.1.6. it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Framework Agreement;
33.1.7. no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; and
33.1.8. as at the Commencement Date, all insurances that must be effected under the Standard Terms of Supply have been effected.
Warranties and Representations. 5.1 The Licensor hereby represents, undertakes and warrants to the Licensee that: -
(a) the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder;
(b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use;
(c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement;
(d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement;
(e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and
(f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and
(g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement.
5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach.
5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.
Warranties and Representations. The Contractor warrants and represents that:
Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as follows:
(a) The Founder is purchasing the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other person.
(b) The Founder is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.
(c) The Founder realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment.
(d) The Company has disclosed to the Founder that:
(i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock;
(ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.
Warranties and Representations. 9.3.1 The Supplier warrants and represents that:-
(a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract;
(b) the Contract is executed by a duly authorised representative of the Supplier;
(c) in entering the Contract it has not committed any Fraud;
(d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;
(e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract;
(f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract;
(g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue;
(h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract;
(i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence;
(j) in the three (3) years prior to the date of the Contract:
(i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and
(k) it has not done or omitted to do anything which could have an ...
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Framework;
8.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.9 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1....
Warranties and Representations. The Contractor represents and warrants:
(i) It is capable of fulfilling and will fulfill all of its obligations under this contract. The performance of all obligations under this contract must be provided in a timely, professional, and workmanlike manner and must meet the performance and operational standards required under this contract.
(ii) The contract appendices, attachments, and exhibits identify the equipment, software, and services necessary for the Deliverable(s) to comply with the contract's requirements.
(iii) It is the lawful owner or licensee of any Deliverable licensed or sold to Huron Valley Schools by Contractor or developed by the Contractor for this contract, and Contractor has all of the rights necessary to convey to Huron Valley Schools the ownership rights or licensed use, as applicable, of any Deliverable(s). None of the Deliverable(s) provided by Contractor to Huron Valley Schools, nor their use by Huron Valley Schools, will infringe the patent, trademark, copyright, trade secret, or other proprietary rights of any third party.
(iv) If the Contractor procures any equipment, software, or other Deliverable(s) for Huron Valley Schools (including equipment, software, and other Deliverable(s) manufactured, re-marketed or otherwise sold by the Contractor or under the Contractor's name), then the Contractor must assign or otherwise transfer to Huron Valley Schools or its designees, or afford Huron Valley Schools the benefits of, any manufacturer's warranty for the Deliverable(s).
(v) The contract signatory has the authority to enter into this contract on behalf of the Contractor.
(vi) It is qualified and registered to transact business in all locations where required.
Warranties and Representations. The Contractor represents, warrants, and acknowledges the UCRC’s reliance on the following representations and warranties:
Warranties and Representations. The Supplier warrants, represents and undertakes to the Customer that: in respect of each Release, any Software and other Deliverables that are developed during that Release shall be free of any material defects for a period of ninety (90) days commencing on the Release Completion Date or such other period from the Release Completion Date as may be specified by the Customer in the Order Form.
Warranties and Representations. 12.1 The CONTRACTOR warrants and represents that:
12.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTOR;
12.1.2 this Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT Products) by using appropriately experienced, qualified and trained CONTRACTOR Personnel and Sub-Contractors;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT Products) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products by the CUSTOMER;
12.1.8 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into), the Ordered IT Products, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;
12.1.11 the Ordered IT Products are and...