Mutual Representations & Warranties Sample Clauses

Mutual Representations & Warranties. Each Party represents and warrants the following:
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Mutual Representations & Warranties. RA and ORGANIZATION each warrant to the other that (a) it is duly organized and validly existing and has full power and legal right to execute and deliver the Agreement and to perform the obligations of the Binding Documents on its part to be performed; (b) the execution, delivery and performance of the Agreement and acceptance and performance of the other Binding Documents have been duly authorized by all necessary corporate and governmental action; and (c) the Agreement and the other Binding Documents are its valid and binding obligations, enforceable against it in accordance with their terms.
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Mutual Representations & Warranties. Each party represents and warrants that it has full authority to enter into this Agreement and to fully perform its obligations hereunder.
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Mutual Representations & Warranties. Each party represents and warrants that it is duly organized, validly existing and in good standing in its State of incorporation, and has full power and authority to enter into this Agreement and fulfill its obligations hereunder. Customer further represents and warrants to Host Provider that the contents of all final information and materials provided by Customer to Host Provider hereunder (without modification by Host Provider and when used specifically as authorized by Customer) [to the best of Customer’s [actual or constructive] knowledge]: (i) are true and accurate in every respect; (ii) do not violate any applicable law, rule or regulation (including any and all applicable advertising regulations) and/or the terms hereof; and (iii) do not violate the third party rights of any person or entity (including, without limitation, intellectual property, privacy, or publicity rights). Host Provider further represents and warrants to Customer the following: (i) Host Provider shall not make any changes to Customer’s finally submitted Ad copy without Customer’s prior written approval in each instance, and shall only use any and all such information and materials specifically as authorized by Customer and in no other manner and for no other purpose; and (ii) The Host Site (in whole and in part), and any materials or information provided to Customer by or on behalf of Host Provider hereunder, [to the best of Host Provider’s [actual or constructive] knowledge]: (aa) are true and accurate in every respect; (bb) do not violate any applicable law, rule or regulation (including any and all applicable advertising regulations) and r the terms he of an (cc) do not violate the third party rights of any person or entity ( ncluding, itho t limitation, intellectual property, privacy, or publicity rights).
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Mutual Representations & Warranties. Each party represents and warrants to the other party that:
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Mutual Representations & Warranties. Each party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
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Mutual Representations & Warranties. (a) Each of the Parties makes the Representations & Warranties in this Subclause 5(a) (Mutual Representations & Warranties) to the other Party, acknowledging that the other Party may rely on these Representations & Warranties in entering into this Agreement and in completing the transactions hereby contemplated. Good Standing.
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Mutual Representations & Warranties. Each Party represents and warrants that: (1) it has full right, power and authority to enter into this Agreement and grant and convey any rights set forth herein, including but not limited to the rights with respect to the Marks; (2) all approvals, rights, and authorizations necessary for execution, delivery, and performance of this Agreement have been obtained (including Client’s grant of rights as set forth herein) and this Agreement constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms, and nothing contained herein violates, interferes with, or infringes upon the rights of any third party; (3) its signatory is duly authorized and empowered to bind it to this Agreement; and (4) it has complied with all applicable laws, ordinances, codes, rules, and regulations (“Applicable Law”) relating to this Agreement.
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Related to Mutual Representations & Warranties

  • Mutual Representations, Warranties and Covenants Each Party hereby represents, warranties, and covenants that:

  • Representations; Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement.

  • GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

  • Mutual Representations Each party hereby represents and warrants to the other party as follows:

  • Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party as follows:

  • Additional Representations, Warranties and Covenants Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrowers:

  • Survival of Representations, Warranties and Covenants after the --------------------------------------------------------------- Effective Time. The representations and warranties contained herein and in any -------------- certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement. The covenants contained in Articles 2, 3, 7 and 11 shall survive the Effective Time.

  • Representations; Warranties; Covenants Grantor hereby represents, warrants and covenants that:

  • Survival of Representations, Warranties, Covenants and Agreements The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

  • Non-Survival of Representations, Warranties, Covenants and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.

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