Common use of Partner Representations Clause in Contracts

Partner Representations. Partner represents, warrants and covenants that during the term of the Agreement: 2.13.1. Partner will maintain the facilities, resources and experienced personnel necessary to market and resell the Products and/or to perform the Services and to otherwise fulfill its obligations under the Agreement; 2.13.2. Partner will comply with the terms and conditions contained in the applicable Program Guide(s) and in the Partner Authorization Letter; 2.13.3. Partner is not precluded by any existing arrangement, contractual or otherwise, from entering into the Agreement; 2.13.4. if Partner becomes aware of any actual or suspected unauthorized user, copying or disclosure of the Products, Partner will promptly notify Epicor and will assist Epicor, at Epicor’s expense and request, in the investigation and prosecution of such unauthorized user, copying or disclosure; and 2.13.5. Partner has the full right, power and authority to enter into the Agreement and to carry out its obligations thereunder, and there are no impediments known to Partner that would prevent Partner’s compliance with all the terms of the Agreement.