Statements of Fact. (a) Buyer’s Statements of Fact will be true and correct on and as of the Closing as though made on and as of the Closing (other than those Statements of Fact that speak to an earlier date); and (b) in the case of those Statements of Fact that speak as to an earlier date, such Statements of Fact will be true and correct as of the earlier date.
Statements of Fact. (a) Seller’s Statements of Fact, including the Disclosure Schedules as updated by the Schedule Update, will be true and correct in all material respects (other than those Seller’s Statements of Facts that are already qualified as to materiality, in which case shall be true and correct in all respects) on and as of the Closing as though made on and as of the Closing (other than those Seller’s Statements of Fact, including the Disclosure Schedules as updated by the Schedule Update, that speak to an earlier date); and (b) in the case of Seller’s Statements of Fact, including the Disclosure Schedules as updated by the Schedule Update, that speak to an earlier date, such Seller’s Statements of Fact, including the Disclosure Schedules as updated by the Schedule Update, will be true and correct in all material respects as of the earlier date (other than those Seller’s Statements of Facts that are already qualified as to materiality, in which case shall be true and correct in all respects).
Statements of Fact. The Employer has engaged Future Systems for the calculation of payrol1s, related products and services, and the provision of electronic funds transfer services and preparation of related checks and vouchers (collectively the “Payroll Services”). An Originating Depository Financial Institution (hereinafter called "BANK”) has established a batch processing service with Future Systems, a third-party processor. Future Systems will provide services for the preparation and transmission of electronic files and records for electronic funds transfers (collectively hereinafter called “EFTs”) to the BANK and ACH Entries (as defined below), subject to the NACHA Rules (as defined below), to members of NACHA (as defined below), and electronic payment orders and records to process EFTs settlement of such EFTs, and related reporting thereof on behalf of the BANK, (collectively called the "ACH Services"). The Employer desires to utilize the ACH Services, subject to the terms of this Agreement, in conjunction with the Payroll Services by Future Systems at the current fee schedule and processing deadline schedules as amended from time to time.
Statements of Fact. (a) Buyer’s Statements of Fact will be true and correct in all material respects (other than those Buyer’s Statements of Facts that are already qualified as to materiality, in which case shall be true and correct in all respects) on and as of the Closing as though made on and as of the Closing (other than those of Buyer’s Statements of Fact that speak to an earlier date); and (b) in the case of those of Buyer’s Statements of Fact that speak as to an earlier date, such Bxxxx’s Statements of Fact will be true and correct in all material respects as of the earlier date (other than those Buyer’s Statements of Facts that are already qualified as to materiality, in which case shall be true and correct in all respects).
Statements of Fact. The Creator states that the following facts are accurate and will continue to be accurate during this agreement:
8.1 If the Creator is an individual, the Creator is at least 18-years old and has the legal capacity to enter into this agreement. If the Creator is an entity, it is duly organized, validly existing, and in good standing as a legal entity under the laws of its jurisdiction of incorporation, organization, or chartering.
8.2 The Creator has the power to enter into this agreement, to grant the rights granted in it, and to perform fully the Creator’s obligations in this agreement.
8.3 The Creator is duly licensed, authorized, and certified by all applicable governmental and regulatory authorities to perform the Creator’s duties and obligations under this agreement.
8.4 The Creator has independently evaluated the desirability of participating in the Platform, and the Creator has not relied on any statement other than those set out in this agreement.
8.5 The Creator’s signing and performance of this agreement will not conflict with or violate
(i) any order, judgment, or decree that applies to the Creator; or (ii) any agreement that applies to the Creator.
8.6 The Creator’s performance under this agreement, use of the Platform, and the Creator Content will not:
(a) invade the right of privacy or publicity of any person (including invasion of rights of celebrity);
(b) involve any defamatory, libelous, slanderous, obscene, indecent, or otherwise unlawful material;
(c) violate any applicable law, including 18 U.S.C. § 1591 (sex trafficking of children or by force, fraud, or coercion), and 18 U.S.C. § 2421A (promotion or facilitation of prostitution and reckless disregard of sex trafficking); or
(d) otherwise infringe on the rights of any third parties, including those of copyright, patent, trademark, service xxxx, trade name, trade secret, or other intellectual-property rights, or engage in false advertising, unfair competition, violation of antidiscrimination law, or violation of any other right of any person.
8.7 The Creator owns all interest in all Creator Content that is uploaded to the Creator Profile or otherwise used in connection with the Platform.
8.8 The Creator has sufficient rights in the Creator Content to grant the Company rights granted in this agreement (including a signed written appearance release for each identifiable person in the Creator Content to use their name and likeness).
8.9 The Creator Content does not depict any individual un...
Statements of Fact. The Successor Operator states to the other parties as at the date of this Agreement that each of the statements of fact contained in clause 4.2 of the Conditions Precedent Agreement mutatis mutandis (as if references therein to the Operator are references to the Successor Operator) are true and accurate and the Successor Operator understands that the other parties are relying on the statements of fact and are entering into this Deed on the basis of them.
Statements of Fact. This parties hereto specifically agree without limitation, that the paragraphs forming the preambles to this Agreement contain true and correct statements of fact.
Statements of Fact. 11.1 Publisher(s) state(s) that the following facts are accurate:
(a) All content, products, and services on the Publisher’s Website(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe, any copyrights, trademarks, patents, or other proprietary rights;
(b) The Publisher’s Website(s) do not, and will not during this agreement, contain any material described in section 4 of this agreement;
(c) The Publisher’s Website(s) are free of any “worm,” “virus,” “malware,” or other device that could impair or injure any person or entity;
(d) It is generally familiar with the nature of the Internet and will comply with all rules and regulations that might apply; and it will conduct its business in compliance with all laws, rules, and regulations;
(e) It has full legal power and authority under its organisational documents to enter into this agreement and to perform the obligations contained in this agreement; and the signing of this agreement and the performance of its obligations by Publisher(s) will not conflict with or cause a breach or violation of any agreement, law, regulation, or other obligation to which Publisher(s) is a party or subject to; and
(f) The Publisher(s) must respect the prohibition of unsolicited advertisement (“Spam”) when sending Advertising Material by email or by any other equivalent electronic communications means. Thus, the consent of each recipient must be obtained before sending emails or electronic communications; if Redpath Media requests, Publisher(s) must provide written evidence of that consent.
11.2 Advertiser(s) state(s) that none of the advertising provided contains:
(a) Any material that consists of paraphilia or scatological activities;
(b) Any material that contains children or minors in adult or sexual situations;
(c) Any material that offers illegal products or services;
(d) Promotion of incentives for online activity to surf websites, click on ads, or any activity that artificially enhances website or advertiser metrics;
(e) Promotion of violence, racial intolerance, or advocacy against any individual, group, or organisation;
(f) Promotion of fake documents, copied material, or paper xxxxx;
(g) Any unauthorised use of non party trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner or is likely to dilute the value of a known trademark;
(h) Promotion of drugs or any related paraphernalia;
(i) Prom...
Statements of Fact. Unless controverted in the response, or unless a motion to quash pursuant to rule 1230(a)(3) be made, every material statement of fact in the petition shall be taken as true for the purpose of the proceeding. All statements of fact and requests for relief contained in the response shall be deemed controverted. There shall be no reply by petitioner to such matters except as permitted by rule 1239. Rule 1238 adopted effective January 1, 1970.
Statements of Fact. This Agreement, all documents or instruments delivered pursuant hereto by or with reference to the Seller or any transaction hereunder (the “Conveyance Papers”) and any statement, report or other document furnished pursuant hereto or during the Purchaser’s due diligence with respect to this Agreement and the Conveyance Papers, are true and correct in all material respects and do not contain any untrue statement of fact or omit to state a fact necessary to make the statements contained herein or therein, in light of the circumstances under which such statements were made, not misleading.