Representations and Warranties of Provider Clause Samples

Representations and Warranties of Provider. (a) Provider is a limited liability company duly organized and existing in good standing under the laws of the State of Delaware. (b) Provider possesses all requisite power and authority to enter into and perform this Agreement and to carry out the transactions contemplated herein. (c) Provider’s execution, delivery and performance of this Agreement have been duly authorized and this Agreement has been duly executed and delivered and constitutes Provider’s legal, valid and binding obligation, enforceable against Provider in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other legal principles pertaining to creditors’ rights. (d) Except as otherwise contemplated herein, no material consent or approvals are required in connection with the execution, delivery and performance by Provider of this Agreement. (e) The execution, delivery and performance by Provider of this Agreement will not (i) violate any Applicable Law applicable to Provider, (ii) result in any breach of, or constitute any default under, any material contractual obligation of Provider or (iii) result in, or require, the imposition of any Lien on any of the properties or revenues of Provider.

Representations and Warranties of Provider. Provider represents and warrants to the Company as follows: (a) Provider is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) Provider has the power and authority to enter into this Agreement and to perform its obligations under this Agreement. (c) Provider is not subject to any contractual or other legal obligation that materially interferes with its full, prompt, and complete performance under this Agreement. (d) The individual executing this Agreement on behalf of Provider has the authority to do so.

Representations and Warranties of Provider. 8.1 PROVIDER represents and warrants that all services performed hereunder will be performed in a professional and workmanlike manner and in accordance with ESSENTIAL’s processes, procedures and standards as set forth by ESSENTIAL from time to time and communicated to PROVIDER prior to the provision of services. Any services which fail to meet the above criteria shall be, at ESSENTIAL’s option, re-performed by PROVIDER at the expense of PROVIDER or corrected by ESSENTIAL or a third Party selected by ESSENTIAL at the expense of PROVIDER. To the extent required in the course of such re-performance by PROVIDER or correction by ESSENTIAL or its designee, PROVIDER shall bear the cost of any additional parts used therein. 8.2 PROVIDER represents and warrants that it will perform the services in compliance with ESSENTIAL’s processes and procedures. 8.3 PROVIDER declares and represents that the restrictions set forth in Section 6.0, above, do not unreasonably restrict PROVIDER’S ability to conduct business.

Representations and Warranties of Provider. (i) Provider is a corporation duly organized and existing in good standing under the laws of the State of Delaware and is qualified to do business in the State of California. (ii) Provider possesses all requisite power and authority to enter into and perform this Agreement and to carry out the transactions contemplated herein. (iii) Provider’s execution, delivery and performance of this Agreement have been duly authorized and this Agreement has been duly executed and delivered and constitutes Provider’s legal, valid and binding obligation, enforceable against Provider in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other legal principles pertaining to creditor’s rights. (iv) Except as otherwise contemplated herein, no consent or approvals are required in connection with the execution, delivery and performance by Provider of this Agreement. (v) The execution, delivery and performance by Provider of this Agreement will not (A) violate any Governmental Approvals applicable to the Project or Applicable Law, (B) result in any material breach of, or constitute any material default under, and contractual obligation of Provider or (C) result in, or require, the imposition of and Encumbrance on any of the properties or revenues of Provider. (vi) There is no pending or, to Provider’s knowledge, threatened litigation, claim, action, suit, proceeding (including, but not limited to, any arbitration proceeding) or governmental investigation of any nature against Provider or which (A) seeks the issuance of an order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions provided for in this Agreement or (B) could reasonably be expected to have a material adverse effect on Provider’s ability to perform its obligations hereunder.

Representations and Warranties of Provider. Provider represents and warrants to Company as follows: (a) Provider is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) Provider has the power and authority to enter into this Agreement and to perform its obligations under this Agreement, including the Services. (c) Provider is not subject to any contractual or other legal obligation that materially interferes with its full, prompt, and complete performance under this Agreement. (d) The individual executing this Agreement on behalf of Provider has the authority to do so. (e) Provider is in compliance with the laws, rules and regulations applicable to Provider, except as would not reasonably be expected to have a material adverse effect on Provider, the Company, or Provider’s ability to perform its obligations hereunder. (f) The operations of Provider do not infringe on the intellectual property rights of any third party, including, without limitation, copyright, patent and trademark rights, except as would not reasonably be expected to have a material adverse effect on Provider, the Company, or Provider’s ability to perform its obligations hereunder.

Representations and Warranties of Provider. Provider hereby represents and warrants to Tower as follows: (i) the person executing this Agreement on behalf of Provider has the legal capacity and unrestricted right to execute and deliver this Agreement; (ii) the execution and delivery of this Agreement by Provider and the performance of Provider’s obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement, or other understanding to which Provider is a party or by which Provider is or may be bound or subject; and (iii) Provider is not a party to any instrument, agreement, document, arrangement, or other understanding with any person or entity (other than Tower) restricting Provider’s performance or obligations hereunder.

Representations and Warranties of Provider. Provider hereby represents and warrants that (a) it has qualified personnel, appropriate facilities and adequate resources to discharge the services covered by this Agreement in a timely and efficient manner, and (b) it has the administrative and business experience and expertise required to perform such services in a competent and professional manner.

Representations and Warranties of Provider. 21.1 Provider hereby warrants and represents, at all times during the Term of this Agreement, inclusive of any renewals thereof, that: (a) Provider, and its employees and/or subcontractors, shall maintain in good standing all required licenses, certifications and permits required under federal, state and local laws necessary to perform the Services hereunder; (b) Provider is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and duly registered, validly doing business and in good standing under the laws of the State of Florida; (c) The execution, delivery and performance of this Agreement by Provider has been duly authorized and no consent of any other person or entity to such execution, delivery and performance is required to render this Agreement a valid and binding instrument enforceable against Provider in accordance with its terms; and (d) Provider has the required knowledge, expertise, and experience to perform the Services and carry out its obligations under this Agreement in a professional and first-class manner.

Representations and Warranties of Provider. Provider represents and warrants to Company the following as of the Effective Date: (a) Provider is a limited liability company duly organized and existing in good standing under the laws of the State of Delaware.