Common use of Representations, Warranties and Covenants of Company Clause in Contracts

Representations, Warranties and Covenants of Company. Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that (a) Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company; (c) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; (d) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excise, transfer, sales or similar tax with respect to the Deliverables. Company shall maintain Company’s Facility and all equipment in good working condition to ensure the cultivation of high-quality marijuana plants. For purposes of this Section, good working condition shall mean that the Facility: (i) shall meet or exceed all required security and safety laws, codes and regulations; (ii) contain sufficient and functioning grow lamps and timers; (iii) contain sufficient, functioning and programmable temperature, CO2, humidity and/or light control mechanisms; and (iv) contain sufficient and functioning plant hydration and fertigation systems, all as necessary and in compliance with applicable law.

Representations, Warranties and Covenants of Company. Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that (a) Company has bas the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company; (c) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; (d) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excise, transfer, sales or similar tax with respect to the Deliverables. Company shall maintain Company’s Facility and all equipment in good working condition to ensure the cultivation of high-quality marijuana plants. For purposes of this Section, good working condition shall mean that the Facility: (i) shall meet or exceed all required security and safety laws, codes and regulations; (ii) contain sufficient and functioning grow lamps and timers; (iii) contain sufficient, functioning and programmable temperature, CO2, humidity and/or light control mechanisms; and (iv) contain sufficient and functioning plant hydration and fertigation systems, all as necessary and in compliance with applicable law.

Representations, Warranties and Covenants of Company. Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that (a) Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company; (c) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; (d) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excise, transfer, sales or similar tax with respect to the Deliverables. Company shall maintain Company’s Facility and all equipment in good working condition to ensure the cultivation of high-quality marijuana plants. For purposes of this Section, good working condition shall mean that the Facility: (i) shall meet or exceed all required security and safety laws, codes and regulations; (ii) contain sufficient and functioning grow lamps and timers; (iii) contain sufficient, functioning and programmable temperature, CO2, humidity and/or light control mechanisms; and (iv) contain sufficient and functioning plant hydration and fertigation systems, all as necessary and in compliance with applicable law.Blue Chip – RaiseWise USA Crowdfunding Platform Management Services Agreement

Representations, Warranties and Covenants of Company. Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that (a) Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company; (c) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; (d) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (ft) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes purpose of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excise, transfer, sales or similar tax with respect to the Deliverables. Company shall maintain Company’s Facility and all equipment in good working condition to ensure the cultivation of high-quality marijuana plants. For purposes of this Section, good working condition shall mean that the Facility: (i) shall meet or exceed all required security and safety laws, codes and regulations; (ii) contain sufficient and functioning grow lamps and timers; (iii) contain sufficient, functioning and programmable temperature, CO2, humidity and/or light control mechanisms; and (iv) contain sufficient and functioning plant hydration and fertigation systems, all as necessary and in compliance with applicable law.

Representations, Warranties and Covenants of Company. Company hereby represents, warrants, and covenants (as applicable) to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that (a) TB Alliance as follows: Company has the full right, power, power and authority to enter into grant to TB Alliance the license rights that it purports to grant hereunder; Company has not granted or will not grant to any third party any of its right, license or interest in, to or under any Company Background IP or Company Foreground IP that would conflict with, limit or adversely affect the rights granted to TB Alliance or TB Alliance’s ability to exercise the license rights granted to TB Alliance under this Agreement Agreement; Company shall not infringe or misappropriate any IP owned or controlled by any Third Party in connection with Company’s performance of the activities contemplated by this Agreement, Company has not received any claim and/or been party to any proceeding of any nature by any third party claiming the existence of any such infringement, and Company shall notify TB Alliance in writing promptly upon learning of any such actual or threatened claim or proceeding; Company confirms that no official of SU, UNITAID or WHO/PQ has received or will be bound by offered any benefit arising from this Agreement; Company represents that no payments of money or anything of value will be offered, promised or paid, directly or indirectly, to any government official: to influence any official act or decision of any government official; to induce the terms government official to do or omit to do an act in violation of this Agreement without the consent of a lawful duty; to secure any improper business advantage; or to obtain or retain business for, or otherwise direct business to Company or any other person or entity; (b) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant entity in any way related to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company; (c) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; (d) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excisehereby agrees to fully comply with the ethical standards and other obligations described in the Grant Agreement as set forth in Exhibit C in connection with undertaking the Project. No Other Representations or Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, transferNO REPRESENTATIONS OR WARRANTIES WHATSOEVER, sales or similar tax with respect to the DeliverablesWHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, IS MADE OR GIVEN BY OR ON BEHALF OF A PARTY. Company shall maintain Company’s Facility and all equipment in good working condition to ensure the cultivation of high-quality marijuana plantsEXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED. For purposes of this Section, good working condition shall mean that the Facility: (i) shall meet or exceed all required security and safety laws, codes and regulations; (ii) contain sufficient and functioning grow lamps and timers; (iii) contain sufficient, functioning and programmable temperature, CO2, humidity and/or light control mechanisms; and (iv) contain sufficient and functioning plant hydration and fertigation systems, all as necessary and in compliance with applicable law.Indemnification