User’s Representations Sample Clauses

User’s Representations. If a corporation, partnership, or other legal entity, the User represents and warrants to the City that the person executing this Reservation Application has full right, power, and authority to execute this Reservation Application on behalf of User and , that upon such execution, this Reservation Application and Agreement shall be binding upon and enforceable against User. User further acknowledges and agrees that this Reservation Application and Agreement shall become a binding agreement between User and the City of Roanoke, Virginia upon acceptance of this Reservation Application and Agreement by the City of Roanoke Department of Parks and Recreation. User further acknowledges, agrees and represents that, by executing and delivering this Reservation Application and Agreement, User agrees to all terms and conditions of this Reservation Application and Agreement, including, without limitation, all ordinances, rules, and regulations of the City of Roanoke, Virginia and the City of Roanoke Department of Parks and Recreation.
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User’s Representations. (a) User hereby represents and warrants to Solidifi that: (i) User is of legal age and otherwise capable of forming a binding legal contract; (ii) User will perform the Notary Services in a professional and careful manner and User has the necessary skill and expertise to handle loan closings; (iii) User is and has been in compliance in all material respects with all applicable laws respecting wages and hours, including but not limited to, all applicable laws respecting independent contractors and classifications of workers; (iv) User shall maintain compliance with all applicable codes of conduct, including but not limited to, Purchaser codes of conduct, as may be published from time to time; (v) User has complied with all licensing and regulatory requirements applicable to notaries in the geographic areas User has listed as part of User’s registration form with Solidifi and User is licensed in said jurisdiction(s) (if required); and (vi) the information submitted to Solidifi about User is true, current, complete and accurate.
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User’s Representations. User represents and warrants to Company that: (a) User has the power and authority, including, without limitation, the power and authority of the Corporation, to enter into and perform User’s obligations under this Agreement; (b) User shall comply with all terms and conditions of this Agreement, including, without limitation, terms and conditions governing Prohibited Uses (hereinafter defined and set forth in Section 3); and (c) User has provided, and will continue to provide, accurate and complete registration information to Company, including, without limitation, (i) User’s legal name and (ii) the Corporation that User is affiliated with.
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User’s Representations. 3.1. By accessing and/or using the Platform, User represents and warrants: (i) that User is authorized to enter into the Agreement; (ii) that User will fully comply with the terms and conditions of the Agreement; (iii) that User is the rightful owner of the Content User uploads to the Platform or that User has (and will continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such consent, and that such content does not infringe any third party’s intellectual property rights or other rights, including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights; (iv) that User authorizes Wing to arrange, organize and prioritize the User Content by the Platform; (v) that User Content is fully compliant with any applicable law; and (vi) User acknowledges that Wing is not in any way liable for User Content, except to the extent that such liability cannot be excluded or limited by applicable law. It shall be clarified that Wing is under no obligation to monitor any User Content. 3.2. User will be deemed to have taken any action of End User with respect to End User's access and/or use of the Platform. User is responsible for End Users’ use of User Content and the Platform. User will ensure that all End Users comply with User's obligations under the Agreement and that the terms of User's Agreement with each End User are consistent with the Agreement. If User becomes aware of any violation of User's obligations under the Agreement by an End User, User will immediately terminate such End User’s access to User's Content and the Platform. 3.3. User acknowledges that Wing will not bear any liability for any loss, damage, cost, or expense that User or End User may suffer or incur as a result of or in connection with uploading any Content and Wing is not responsible or liable in any way for the Content uploaded by User and/or End User. User is solely responsible for its Content and the End User's Content and the consequences of uploading such Content to the Platform. 3.4. User acknowledges that the Dashboard Services will be solely based on User Content uploaded to the Platform. Wing is not responsible for the completeness or accuracy of any such User Content or for confirming any of it. Moreover, Wing does not assume any responsibility for any third-party products, programs or services, their performance or 3.5. Without derogating from the foregoing, User represents a...
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User’s Representations. User represents and warrants that (a) User is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) User is not listed on any U.S. Government list of prohibited or restricted parties.
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User’s Representations. All System users represent and warrant that they are at least 18 years of age or that they possess the legal right and ability to agree to these Terms of Service and to use this site in accordance with these Terms of Service.
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User’s Representations 
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Related to User’s Representations

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Purchaser’s Representations Purchaser hereby represents and warrants to Seller that: 11.1 Purchaser is duly organized, validly existing and in good standing under the laws of the state of its formation, or otherwise will be qualified to conduct business in the state in which the Property is located, and has all right and power to acquire, own and operate the Property. 11.2 Purchaser has the legal capacity, right and authority to enter into this Agreement and to consummate the transaction contemplated by this Agreement and has taken all necessary action to authorize the execution, delivery and performance of the terms and conditions of this Agreement. 11.3 This Agreement, and the documents to be executed and delivered by Purchaser in connection with the consummation of this Agreement, are and shall be valid and binding in accordance with their respective terms and conditions, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity). 11.4 The execution, delivery and performance by Purchaser of this Agreement are not precluded or proscribed by, and will not, to the best of Purchaser’s knowledge, (i) violate any provision of any existing law, statute, rule or order, decree, writ or injunction of any court, governmental department, commission, board, bureau, agency or instrumentality, or (ii) result in a material breach of, or a material default under any agreement, mortgage, contract, undertaking or other instrument or document to which Purchaser is a party or by which Purchaser is bound or to which Purchaser is subject. 11.5 There are no suits, actions, arbitrations, or legal, administrative or other proceedings pending against Purchaser which would impair or otherwise materially adversely affect Purchaser’s ability to perform its obligations under this Agreement. 11.6 Purchaser has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or, to the best of Purchaser’s knowledge, suffered the filing of an involuntary petition by Purchaser’s creditors; (iii) to the best of Purchaser’s knowledge, suffered the appointment of a receiver to take possession of all or substantially all of Purchaser’s assets; (iv) to the best of Purchaser’s knowledge, suffered the attachment or other judicial seizure of all or substantially all of Purchaser’s assets; (v) admitted in writing Purchaser’s inability to pay Purchaser’s debts as they come due; or (vi) made an offer of settlement, extension or composition to Purchaser’s creditors generally. 11.7 Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Agreement: (i) Purchaser is expressly purchasing the Property (and any part thereof) in its existing condition “AS IS, WHERE IS, AND WITH ALL FAULTS” whether known or unknown with respect to all facts, circumstances, conditions and defects, both patent and latent; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has provided Purchaser sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as Purchaser deems necessary or appropriate with respect to the Property and the transaction contemplated by this Agreement; (iv) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof; (v) Purchaser has undertaken or will undertake all such inspections and investigations of the Property as Purchaser deems necessary or appropriate with respect to the Property and the suitability of the Property for Purchaser’s intended use, and based upon same, Purchaser is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, Purchaser has approved or will approve the Property in all respects, and Purchaser is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; and (vi) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Agreement and thereafter to purchase the Property or for any other purpose. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and 11.8 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO THE PROPERTY, TAX LIABILITIES, ZONING, PROPERTY VALUE, AVAILABILITY OF ACCESS OR UTILITIES, INGRESS OR EGRESS, GOVERNMENTAL APPROVALS, OR THE SOIL CONDITIONS OF THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY “AS IS” AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER WITH RESPECT TO THE LAND OR THE PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

  • Seller Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

  • Buyer Representations Buyer represents and warrants to Seller as follows: