Warranties of the Parties Clause Samples
The "Warranties of the Parties" clause sets out the specific promises or assurances each party makes regarding certain facts or conditions at the time of entering into the agreement. Typically, these warranties may include statements about authority to enter the contract, compliance with laws, or the accuracy of information provided. By clearly defining these assurances, the clause helps allocate risk and provides a basis for remedies if any of the warranties prove to be untrue, thereby protecting both parties and ensuring trust in the contractual relationship.
Warranties of the Parties. Each party understands, acknowledges, agrees, represents and warrants to the other party that it has received independent legal advice from its attorneys with respect to the advisability of entering into this Lease, or has intentionally elected not to seek the advice of counsel and has carefully reviewed and considered the terms and conditions of this Lease, that it is empowered to execute this Lease, and that its execution of this Lease is free and voluntary.
Warranties of the Parties. 5.1. The Sublicensor warrants that:
5.1.1. at the time of signing this Agreement, the Sublicensor is not bound by any obligations to third parties that may conflict with the terms of this Agreement;
5.1.2. The Sublicensor has all the valid authority to provide the right to use the Software as necessary and sufficient to enter into and perform this Agreement;
5.1.3. The Sublicensor has the right to use the Software, including the right to sublicense (provide) a right to use the Software to third parties in the Territory on the basis of a license agreement entered into with the Copyright Holder;
5.1.4. the entering into this Agreement does not infringe any third party rights in accordance with the law of the Russian Federation.
5.2. The Sublicensee warrants that:
5.2.1. it will use the Software for its own needs only to the extent of those rights and only in those ways that are provided for in this Agreement and the ▇▇▇▇;
5.2.2. it will timely pay the Fee to the Sublicensor in accordance with the terms of this Agreement;
5.2.3. it will not use the Software in a manner that would damage or impair the business reputation of the Sublicensor and the Copyright Holder or violate their legitimate rights and interests;
5.2.4. will not contest the rights of the Sublicensor and the Copyright Holder to the Software;
5.2.5. The Sublicensee is a legal entity located in the territory of the Russian Federation and acting in accordance with the laws of the Russian Federation, which will pay the Fee to the Sublicensor on its own behalf and at its own expense.
Warranties of the Parties. Licensor warrants that it has the right and power to enter into this Agreement, and that there are no outstanding assignments, grants, licenses, encumbrances, obligations or agreements, either written or oral or implied, that prevent it from doing so. Licensee warrants that it has the right and power to enter into this Agreement, and that there are no outstanding assignments, grants, licenses, encumbrances, obligations or agreements, either written or oral or implied, that prevent it from doing so.
Warranties of the Parties. Both parties represent, warrant and agree that:
(a) they have the right, power and authority to enter into and perform their respective Obligations in accordance with these Terms & Conditions;
(b) all corporate and other necessary action has been taken by each of them to authorise the signing and performance of these Terms & Conditions; and
(c) each Supply Agreement is valid and legally binding on them in accordance with these Terms & Conditions.
Warranties of the Parties. The Parties hereto warrant and represent that they have the legal authority to enter into this Agreement.
Warranties of the Parties. Each Party severally represents and warrants to each other Party as follows:
(a) Such Party is duly organized and validly existing under the Laws of the place of its establishment or incorporation;
(b) Such Party possesses the full power, capacity and authority to enter into this Agreement and to perform its obligations hereunder. The representative signing this Agreement on behalf of such Party (if any) is fully authorized to sign this Agreement by a valid power of attorney, board resolution or the relevant constitutive documents of such Party;
(c) Upon the effective date of this Agreement, this Agreement shall constitute the legal, valid and binding obligations of such Party;
(d) Neither the execution of this Agreement by such Party, nor the performance of its obligations hereunder, will conflict with, or result in a breach of, or constitute a default under, any provision of its articles of incorporation, business license, by-laws or other constitutive documents (if any), or any Law, rule, regulation, authorization or approval of any Governmental Entity, or of any contract or agreement to which it is a party or is subject;
(e) No Consent of, with or to any Person is required to be obtained or made by such Party (whether solely or jointly with the other Party or Parties) in connection with the execution, delivery and performance of this Agreement; and
(f) There is no lawsuit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the best of such Party’s knowledge, threatened, against it with respect to the subject matter of this Agreement or contracts related hereto or that would affect in any way its ability to enter into or perform this Agreement or any such related contracts.
Warranties of the Parties. 2.1. Copyright Holder warrants that he/she owns the exclusive rights to the Work described in Section 1 of this Agreement and that he/she has the authority to execute this Agreement.
2.2. Copyright Holder warrants that the Work does not violate any copyright or other proprietary rights of the third parties.
2.3. Copyright Holder warrants that transferring rights of his/her Work and its further use by the Publisher in accordance with this Agreement does not lead to violation of the rights of the third parties.
2.4. Copyright Holder warrants that prior to the transfer of the rights to the Publisher under this Agreement exclusive rights (in whole or in part) mentioned in this Agreement were not transferred to the third parties.
2.5. Copyright Holder undertakes not to transfer any rights on the Work to the third parties for its publication in other editions, mass media, or Internet prior to Work’s publication in the Journal “Media. Information. Communication”. Should the Copyright Holder decide to transfer any rights on the Work to the third party after the time of granting the non-exclusive rights to the Publisher under this Agreement and publication of the Work in the Journal the Copyright Holder undertakes to notify the Publisher no later than _20_ days before the date of the exclusive rights transfer.
Warranties of the Parties. Each Party warrants to the other Party on the date of this Agreement that such a Party (i) has full power and authority to enter into this Agreement and such Agreement constitutes its/his valid and legally binding obligation, enforceable in accordance with its terms, and (ii) has entered into this Agreement for its own account and not for the account of another.
Warranties of the Parties. (a) Each of the parties represents and warrants that she/he or it is legally viable and competent to enter into this Agreement, is relying on independent judgment and the advice of legal counsel and has not been influenced, pressured or coerced to any extent whatsoever in making this Agreement by any representations or statements made by the Company and/or any person or persons representing the Company, and that the individuals executing this Agreement on her/his or its behalf are authorized to do so.
(b) Employee represents and warrants that she/he or it has not sold, assigned, transferred, conveyed or otherwise disposed of all or any part of the claims released hereunder, whether known or unknown, nor has she/he, nor anyone acting on her/his behalf, filed or initiated any charge or claim against the Company in any administrative or judicial proceeding.
(c) Employee further warrants and represents that she/he has not made any false statements or misrepresentations in connection with this Agreement.
Warranties of the Parties. Each Party hereby represents and warrants that, as of the Effective Date, the following statements are and shall be true and correct: 5.1