Representations of Client. Client represents and warrants to Manager that (a) Client is the beneficial owner of all assets in the Account and that there are no restrictions on transfer or sale of any of those assets; (b) this Agreement has been duly authorized, executed, and delivered by Client and is Client's valid and binding obligation; (c) the names of the individuals who are authorized to act under this Agreement on behalf of Client have been given to Manager in writing; (d) no government authorizations, approvals, consents, or filings not already obtained are required in connection with the execution, delivery, or performance of this Agreement by Client; and (e) Client certifies that it is not an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), nor a Person acting on behalf of any such plan. Client agrees to notify Manager in writing within five (5) days after the occurrence of an event making the above statement no longer accurate. Client agrees to indemnify, defend and hold harmless Manager and its officers, directors, agents, employees, shareholders, legal representatives, successors and assigns, from and against any and all claims, actions, suits, damages, costs, liabilities, judgments, losses, charges, costs and expenses, including attorneys' fees, of Manager arising from any failure by Client to accurately disclose its status under this Section or by reason of any defect in Client's authority to appoint Manager under this Agreement.
Representations of Client. 1. The Client represents and warrants to AKCENTA that:
Representations of Client. Client represents and warrants as follows:
Representations of Client. Client represents warrants and covenants the following:
Representations of Client. CLIENT warrants and covenants that sufficient funds are available or will be available upon receipt of CONSULTANT’s invoice to make payment in full for the services rendered by CONSULTANT.
Representations of Client. Client represents and warrants to, and covenants with, Xxxxx Fargo as follows:
Representations of Client. Client represents and warrants that (a) it is the empowered representative or the lawful owner of the Animals and the Tissue Samples, (b) it has sufficient rights to use, and to permit Viagen and its subcontractors to use, the Animals and Tissue Samples as contemplated by this Agreement,
Representations of Client. Client represents and warrants that (a) it has the legal right and authority, and will continue to own or maintain the legal right and authority, during the term of this Agreement, to use any Client IP and/or Client Data (defined below) contemplated to be used in connection with this Agreement; (b) the performance of its obligations, its use of the Service(s) and the terms of this Agreement, will not, to its knowledge, cause a breach of any agreements with any third parties or unreasonably interfere with any other of TNC clients’ use of TNC services and, to its knowledge, will not violate any applicable laws or regulations, and (c) it has the legal right and authority to enter into this Agreement based on the signature following Client’s name below.
Representations of Client. Client acknowledges that it has been informed of the fact that during the performance of the Service it may be necessary to shutdown the Plant (including the shutdown of the CHP Units with a consequent interruption in energy production). Client holds S&M Contractor harmless from any liability for loss or damage arising from a required shutdown of the Plant during the performance of the Service, provided that the duration of such shutdown is minimized. In the event that Client is obliged to modify or replace the equipment and/or technology that forms part of the Plant, resulting in changes to the maintenance plan and/or changes in the use of spare parts or consumables, Client undertakes to agree any such changes with S&M Contractor and S&M Contractor reserves the right to modify the conditions of this Agreement if such changes cause S&M Contractor to incur additional expenses. Client, its associates and all its personnel who have access to the zone where work is performed shall comply with S&M Contractor instructions during the performance of ordinary scheduled maintenance works (e.g. prohibition of entry, workplace safety measures, extra protective equipment) without any right to compensation for any damages.
Representations of Client. Client warrants and covenants that sufficient funds are available or will be available upon receipt of Consultant's invoice to make payment in full for the Services rendered by Consultant. Client warrants that all information provided to Consultant regarding the project and project location are complete and accurate to the best of Client's knowledge.
