Representations re Clause Samples

Representations re the Collateral. Pledgor hereby makes the following representations and warranties, which shall be continuing in nature and remain in full force and effect until the Obligations are paid in full: (1) Pledgor has taken all steps it deems necessary or appropriate to be informed on a continuing basis of changes or potential changes affecting the Collateral (including rights of conversion and exchange, rights to subscribe, payment of dividends, reorganizations or recapitalization, tender offers and voting and registration rights), and Pledgor agrees that Lender shall have no responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. (2) ▇▇▇▇▇▇▇’s legal address is set forth in the Preamble. (3) All information herein or hereafter supplied to Lender by or on behalf of Pledgor in writing with respect to the Collateral is, or in the case of information hereafter supplied will be, true, accurate and complete in all material respects. (4) Pledgor shall, to the extent it may lawfully do so, use its best efforts to prevent the Corporation from issuing further Shares of the Corporation, except in accordance with the terms of this Agreement and with ▇▇▇▇▇▇’s prior, written consent (in its sole discretion).
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Related to Representations re

  • Representations and Warranties Borrower represents and warrants as follows:

  • Warranties 5.1 Each party represents and warrants that it has the right and authority to enter into and perform its obligations under this Agreement. 5.2 Sprinklr warrants that during the Term, when used by Agency as expressly permitted hereunder, the Platform shall substantially conform to the User Guides and shall perform in all material respects in accordance with the terms of this Agreement and each Order Form or SOW. In the event Agency determines that the Platform has not met the foregoing warranty, Agency shall give Sprinklr prompt notice of the deficiency, including details sufficient to allow Sprinklr to replicate the deficiency, and in such event Sprinklr will use commercially reasonable efforts to remedy the identified deficiency. If Sprinklr does not remedy the deficiency, either party may terminate the affected Order Form or SOW, and in such case, Sprinklr will refund to Agency the amount of any pre-paid Fees for the period after termination as its exclusive remedy. This warranty does not cover any problem with or damage to the Platform to the extent caused by: (i) Agency’s negligence, abuse, misuse, improper handling and/or use, (ii) modifications by anyone other than Sprinklr or its Contractors; (iii) failure to operate the Platform in accordance with the User Guides; or (iv) a Force Majeure Event. 5.3 To the maximum extent permitted by law, the sole and exclusive warranties and warranty remedies are set forth in this section and, except as expressly stated in this agreement, the Sprinklr Services, including all functions thereof, are provided on an "as is" basis, without representations or warranties of any kind whatsoever, whether express, implied, oral or written, including without limitation, accuracy of content, non-infringement, non- interference, merchantability or fitness for a particular purpose or that the Sprinklr services (including the platform) will be uninterrupted, timely or error-free.

  • Warranty Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement; and all deliverables shall be fit for ordinary use, of good quality, and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement, the System Agency may require Grantee, at its sole expense, to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith, require Grantee to accept the return of such work; and, iii. Take necessary action to ensure that ▇▇▇▇▇▇▇’s future performance and work conform to the Grant Agreement requirements.

  • Additional G-Cloud services 30.1 The Buyer may require the Supplier to provide Additional Services. The Buyer doesn’t have to buy any Additional Services from the Supplier and can buy services that are the same as or similar to the Additional Services from any third party. 30.2 If reasonably requested to do so by the Buyer in the Order Form, the Supplier must provide and monitor performance of the Additional Services using an Implementation Plan.

  • Scope of Services The specific scope of work for each job shall be determined in advance and in writing between TIPS Member, Member’s design professionals and Vendor. It is permitted for the TIPS Member to provide a general scope description, but the awarded vendor should provide a written scope of work, and if applicable, according to the TIPS Member’s design Professional as part of the proposal. Once the scope of the job is agreed to, the TIPS Member will issue a PO and/or an Agreement or Contract with the Job Order Contract Proposal referenced or as an attachment along with bond and any other special provisions agreed by the TIPS Member. If special terms and conditions other than those covered within this solicitation and awarded Agreements are required, they will be attached to the PO and/or an Agreement or Contract and shall take precedence over those in this base TIPS Vendor Agreement.