Additional Representation and Warranties. 1. This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables and the related Vehicle Collateral Security described in clauses (a) and (b) of Section 2.1 of the Trust Sale and Servicing Agreement (the “Trust Assets”) in favor of the Issuing Entity which security interest is prior to all other Liens and is enforceable as such against creditors and purchasers from Ally Wholesale Enterprises LLC.
Additional Representation and Warranties. The Pershing Square Group represents and warrants to the Company that (a) Pershing Square, as the authorized signatory of the entities on behalf of which it is signing on the signature pages hereof, has the power and authority to execute this Letter Agreement and thereby bind such entities, and (b) this Letter Agreement has been duly authorized, executed and delivered by the entities that comprise the Pershing Square Group, constitutes valid and binding obligations of such entities, and is enforceable against such entities in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles.
Additional Representation and Warranties. Borrowers and Guarantors hereby represent and warrant, which representations and warranties shall survive until all Obligations are paid and satisfied in full, as follows:
Additional Representation and Warranties a) Supplier represents and warrants Supplier is not a party to any order, nor subject to any order, which would prohibit or limit Supplier's ability to perform services under this order, or might expose Supplier or Customer to any proceeding for damages or injunctive relief in connection with the execution and performance of this order. b) Supplier warrants the professional quality of the services rendered by itself, its agents, employees and representatives, and that all work performed, and deliverables, shall be performed by qualified personnel in a professional and workmanlike manner, in accordance with the highest industry standards. Any services performed by Supplier, which are determined to be of less than professional quality, shall be corrected without charge. c) Supplier agrees that it will not and shall not cause Supplier or Customer to be in violation of any laws, decrees, rules, or regulations in effect in either the United States or foreign country, if services are performed outside the United States or it is reasonably anticipated that any deliverable will be used outside the United States. d) If Customer permits Supplier to subcontract any of the work under this order, Supplier represents and warrants that any party providing Services shall be bound, in writing, to comply with the terms of Indemnification, Property Rights, and Confidentiality clauses of this order. e) Supplier will comply with all policies and procedures of Customer including but not limited to security, safety, and use of or access to Customer’s computer systems. f) Supplier shall, at the request of Customer, execute, acknowledge, and deliver, or cause to be done, executed, acknowledged, and delivered, all such further acts, documents, and instruments as may be required to affect any of the transactions contemplated by this order.
Additional Representation and Warranties. In addition to the representations and warranties of the Employer stated in Section 10 of this Agreement, the Employer represents and warrants:
Additional Representation and Warranties. The 40 North Group represents and warrants to the Company that (a) 40 North, as the authorized signatory of the entities on behalf of which it is signing on the signature pages hereof, has the power and authority to execute this Letter Agreement and thereby bind such entities and (b) this Letter Agreement has been duly authorized, executed and delivered by the entities that comprise the 40 North Group, constitutes valid and binding obligations of such entities, and is enforceable against such entities in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles.
Additional Representation and Warranties. Plaintiff represents and warrants to Defendant that there are no attorneys beyond those named as Class Counsel who have claims for fees arising out of the Lawsuits or the Settlement contemplated hereby. With respect to themselves, each of the Parties to this Settlement and or their agent or counsel represents, covenants and warrants that (a) they have full power and authority to enter into and consummate all transactions contemplated by this Settlement and have duly authorized the execution, delivery and performance of this Settlement; and (b) the persons executing this Settlement have the full right, power and authority to enter into this Settlement on behalf of the party for whom he/she has executed this Settlement, and the full right, power and authority to execute any and all necessary instruments in connection herewith, and to fully bind such party to the terms and obligations of this Settlement.
Additional Representation and Warranties a) Supplier represents and warrants Supplier is not a party to any order, nor subject to any order, which would prohibit or limit Supplier's ability to perform services under this order, or might expose Supplier or Customer to any proceeding for damages or injunctive relief in connection with the execution and performance of this order. b) Supplier warrants the professional quality of the services rendered
Additional Representation and Warranties. The Parties represent and warrant in favor of each other that:
Additional Representation and Warranties. In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify The Xxxxxxxx Method of the same within 24 hours. The Xxxxxxxx Method, in its sole and exclusive discretion, may immediately terminate Your participation in The Xxxxxxxx Method’s Affiliate program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph. Appendix A Additional Terms of the Affiliate Agreement and Advertising Rules These Advertising Rules apply to all activities of Affiliate:
