Legal and Corporate Authority. ACS represents and warrants to Symetra that: (a) it is a Nevada corporation and is qualified and registered to transact business in all locations where the performance of its obligations hereunder would require such qualification; (b) it has all necessary rights, powers and authority to enter into and perform this Agreement and to bind its organization with respect to the same, and the execution, delivery, and performance of this Agreement by ACS have been duly authorized by all necessary corporate action; (c) the execution and performance of this Agreement by ACS shall not violate any law, statute or regulation and shall not breach any agreement, covenant, court order, judgment or decree to which ACS is a party or by which it is bound; (d) it has, and promises that it shall maintain in effect, all governmental licenses and permits necessary for it to provide the Services contemplated by this Agreement; (e) it owns or leases and promises that it shall own or lease, free and clear of all liens and encumbrances, other than lessors’ interests, or security interests of ACS’ lenders, all right, title, and interest in and to the tangible property and technology and the like that ACS intends to use or uses to provide the Services, and in and to the related patent, copyright, trademark, and other proprietary rights, or has received appropriate licenses, leases or other rights from Third Parties to permit such use; and (f) this Agreement constitutes a valid, binding, and enforceable obligation of ACS.
Legal and Corporate Authority. Supplier represents and warrants that: (a) Supplier is qualified and registered to transact business in all locations where the performance of its obligations hereunder would require such qualification; (b) Supplier has and shall maintain all necessary rights, powers and authority, including all permits and licenses required, to enter into and perform this Agreement and to grant any and all rights or licenses granted or required to be granted by Supplier under this Agreement; (c) the execution and performance of this Agreement by Supplier shall not conflict with or violate any Law and shall not breach any agreement, covenant, court order, judgment or decree to which Supplier is a party or by which it is bound; and (d) there is no pending or threatened claim or suit that might adversely affect Supplier’s ability to perform its obligations under the Agreement.
Legal and Corporate Authority. Row 44 represents and warrants to Southwest that: (a) Row 44 is a Delaware corporation, and is qualified and registered to transact business in all locations where the failure to be so qualified would have a material adverse effect on the performance of its obligations hereunder; (b) Row 44 has all necessary corporate rights, powers and authority to enter into and perform this Agreement, and the execution, delivery and performance of this Agreement by Row 44 have been duly authorized by all necessary corporate action; (c) as of the Effective Date, the execution and performance of this Agreement by Row 44 does not violate any Law and does not breach any agreement, covenant, court order, judgment or decree to which Row 44 is a party or by which it is bound; and (d) Row 44 has, and promises that it shall maintain in effect, all governmental licenses and permits necessary for it to provide the Services contemplated by this Agreement. These warranties shall survive the expiration or termination of this Agreement.
Legal and Corporate Authority. Southwest represents and warrants to Row 44 that: (a) Southwest is a Texas corporation, and is qualified and registered to transact business in all locations where the failure to be so qualified would have a material adverse effect on the performance of its obligations hereunder; (b) Southwest has all necessary corporate rights, powers and authority to enter into and perform this Agreement, and the execution, delivery and performance of this Agreement by Southwest have been duly authorized by all necessary corporate action; and (c) as of the Effective Date, the execution and performance of this Agreement by Southwest does not violate any Law and does not breach any agreement, covenant, court order, judgment or decree to which Southwest is a party or by which it is bound. These warranties shall survive the expiration or termination of this Agreement. *** Confidential treatment requested.
Legal and Corporate Authority. Provider represents and warrants that: (i) it is a Delaware corporation, and is qualified and registered to transact business in all locations where the performance of its obligations hereunder would require such qualification; (ii) it has all necessary rights, powers, and authority to enter into and perform this Agreement, and the execution, delivery, and performance of this Agreement by Provider have been duly authorized by all necessary corporate action; and (iii) the execution and performance of this Agreement by Provider shall not violate any law, statute, or regulation and shall not breach any agreement, covenant, court order, judgment, or decree to which Provider is a party or by which it is bound, and (iv) it will cause the Affiliates to obtain, and maintain in effect during the Term of this Agreement, all government licenses and any permits necessary for such Affiliate to provide the Services contemplated by this Agreement; and (v) it will cause the Affiliates to own or lease, free and clear of all liens and encumbrances, other than lessors' interests, or security interests of lenders, all right, title, and interest in and to the tangible property and technology and the like that such Affiliate intends to use or uses to provide such Services and in and to the related patent, copyright, trademark, and other proprietary rights, or has received appropriate licenses, leases, or other rights from third-parties to permit such use.
Legal and Corporate Authority. Client represents and warrants that it is a corporation duly formed and in good standing under the laws of New York and is qualified and registered to transact business in all locations where the performance of its obligations hereunder would require such qualification; that it has all necessary rights, powers, and authority to enter into and perform this Agreement; that the execution, delivery, and performance of this Agreement by Client have been duly authorized by all necessary corporate action; and that the execution and performance of this Agreement by Client shall not violate any law, statute, or regulation and shall not breach any agreement, covenant, court order, judgment, or decree to which Client is a party or by which it is bound.
Legal and Corporate Authority. Acxiom represents and warrants that: it is a corporation duly formed and in good standing under the laws of Arkansas and is qualified and registered to transact business in all locations where the performance of its obligations hereunder would require such qualification; it has all necessary rights, powers, and authority to enter into and perform this Agreement, and the execution, delivery, and performance of this Agreement by Acxiom have been duly authorized by all necessary corporate action; and the execution and performance of this Agreement by Acxiom will not violate any law, statute, or regulation and will not breach any agreement, covenant, court order, judgment, or decree to which Acxiom is a party or by which it is bound. Acxiom represents and warrants that it has, and covenants that it shall maintain in effect, all licenses and permits necessary for it to provide the Services contemplated by this Agreement. Acxiom represents and warrants that Acxiom owns or leases and covenants that it will own or lease, free and clear of all liens and encumbrances, other than lessors' interests, or security interests of Acxiom's lenders, all right, title, and interest in and to the tangible property and technology and the like that Acxiom intends to use or uses to provide such Services and in and to the related patent, copyright, trademark, and other proprietary rights, or has received appropriate licenses, leases, or other rights from third parties to permit such use.
Legal and Corporate Authority. Allstate represents and warrants that: it is a corporation duly formed and in good standing under the laws of Illinois and is qualified and registered to transact business in all locations where the performance of its obligations hereunder would require such qualification; it has all necessary rights, powers, and authority to enter into and perform this Agreement; the execution, delivery, and performance of this Agreement by Allstate have been duly authorized by all necessary corporate action; and the execution and performance of this Agreement by Allstate will not violate any law, statute, or regulation and will not breach any agreement, covenant, court order, judgment, or decree to which Allstate is a party or by which it is bound.
Legal and Corporate Authority. Tadiran is a duly formed corporation in good standing under the laws of Israel. Tadiran has all necessary rights, power and authority to enter into and perform this Agreement, and the execution, delivery and performance of this Agreement by Tadiran has been duly authorized by all necessary corporate action, the execution and performance of this Agreement by Tadiran does not violate any law, statute, or regulation and does not breach any other agreement or covenant to which Tadiran is a party or by which it is bound. Tadiran has the right to provide the Services and Tadiran owns, free and clear of all liens and encumbrances (save for the floating charge by Tadiran's lender on all Tadiran assets, which charge does not affect any of Tadiran's other representations or its ability and right to perform its obligations under this Agreement). All right, title and interest in and to the tangible property and technology and the like, that Tadiran intends to use to provide the Services and in and to the related patent, copyright, trademark, trade secret and other proprietary rights, or has otherwise received appropriate licenses or leases from third parties to do so.
Legal and Corporate Authority. Vendor has the right and authority to enter into and perform this Agreement, including, without limitation to provide the Services, grant the licenses provided for herein and deliver the deliverables as provided herein. Vendor’s activities in connection with this Agreement do not and will not constitute a default or breach (or an event which, with the passage of time or giving of notice, would constitute a default or breach) of any agreement or order of any court or governmental agency by which Vendor or any of its personnel performing Services are bound.
