Additional Supplier Warranties Clause Samples
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Additional Supplier Warranties. Supplier hereby represents and warrants that Supplier has all right, title, ownership interest and marketing rights necessary to provide the Products to ScanSource. Supplier further represents and warrants that it has not entered into any agreements or commitments which are inconsistent with or in conflict with the rights granted to ScanSource in this Agreement; the Products are new and when provided to ScanSource and are free and clear of all liens and encumbrances; ScanSource and its Customers and End Users shall be entitled to use the Products without disturbance; the Products have been listed with Underwriters’ Laboratories or other nationally recognized testing laboratory whenever such listing is required; if applicable, the Products meet all FCC requirements; the Products do and will conform to all codes, laws or regulations; and the Products conform in all respects to the Product warranties. Supplier agrees that ScanSource shall be entitled to pass through to Customers and End Users all Product warranties granted by Supplier. ScanSource shall have no authority to alter or extend any of the warranties of Supplier expressly contained or referred to in this Agreement without prior approval of Supplier. Supplier has made express warranties in this Agreement and in the Documentation. EXCEPT AS SET FORTH HEREIN OR IN THE END USER WARRANTIES ENCLOSED IN THE PRODUCT PACKAGING, SUPPLIER DISCLAIMS ALL WARRANTIES WITH REGARD TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
Additional Supplier Warranties. Supplier represents, warrants and covenant to Customer that: (a) it is not, and it will not use to conduct any activities under this Agreement, any employee or consultant that has been, debarred by a regulatory authority or that, to its knowledge, is the subject of debarment proceedings by a regulatory authority and (b) it will not enter into any agreement or arrangement with any other entity that would prevent or in any way interfere with Supplier’s ability to perform its obligations hereunder.
Additional Supplier Warranties. Supplier represents and warrants to Lannett that:
(a) It has full right and power to enter into this Agreement and perform its obligations hereunder in accordance with its terms;
(b) All Product and all components and ingredients thereof will be manufactured and delivered in strict compliance with: (i) the specifications therefor; (ii) the terms of this Agreement and the Quality Agreement; (iii) all Applicable Laws, including, but not limited to, the provisions of the FD&C Act, and current Good Manufacturing Practices (“cGMPs”); and (iv) all of Supplier’s quality control procedures and associated test methods for such Product;
(c) No Product will include any components or ingredients that would cause such Product to degrade prior to the expiration of such Product’s designated shelf-life;
(d) Supplier will not deviate from manufacturing any Product in accordance with the terms of this Agreement without the prior written consent of a duly authorized representative of Lannett;
(e) All manufacturing, packaging and testing procedures utilized with respect to Product have been or will be validated under the FD&C Act;
(f) Neither the manufacture nor the sale of any Product will infringe or violate any Orange Book patents, trademarks, copyrights, trade secrets or other Intellectual Property Rights of any third party; and
(g) Neither Supplier, nor any of its Affiliates, nor, to the best of Supplier’s knowledge, any of their respective employees, have been “debarred” or suspended by the FDA, or subject to a similar sanction from any regulatory authority in the Territory or any jurisdiction outside the Territory, nor have debarment proceedings against Supplier, any of its Affiliates, or any of their respective employees been commenced. Supplier shall not, in the performance of its obligations, under this Agreement use the services of any person so “debarred” or suspended.
Additional Supplier Warranties. Subject to the limitations set forth in Subsection 3.43e, Supplier additionally represents and warrants that:
i. There are no actions, suits, or proceedings, pending or threatened, which will have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement;
ii. Supplier will promptly notify AT&T if, during the term of this Agreement, Supplier becomes aware of any action, suit, or proceeding, pending or threatened, which may have a material adverse effect on Supplier’s ability to fulfill the obligations under this Agreement or any Order;
iii. Supplier has all necessary skills, rights, financial resources, and authority to enter into this Agreement and related Orders and to provide or license the Material or Services;
iv. No consent, approval or withholding of objection is required from any entity, including any governmental authority, with respect to the entering into or the performance of this Agreement or any Order;
v. The Material and Services will be provided free of any lien or encumbrance of any kind;
vi. Supplier shall not intentionally or knowingly insert into the Material any Harmful Code at any time; and 7 Supplier has (i) satisfied all its obligations to any third parties with respect to all ▇▇▇▇ and the applicable ▇▇▇▇ licenses (including,for example, any obligation to make publicly available the ▇▇▇▇ source code for modifications to such ▇▇▇▇); (ii) that use of the ▇▇▇▇ in such form for such intent and purposes in no manner creates any added obligation on the part of AT&T (including, for example, the payment of any additional monies), or diminishes, conditions, or eliminates any of the right, title, or interest that Supplier grants AT&T in or to any deliverables or that Supplier may otherwise provide AT&T under this Agreement; and (iii) that use of the ▇▇▇▇ in such form for such intent and purposes, including, but not limited to, AT&T’s use or combination of the ▇▇▇▇, in the form provided to AT&T, with any proprietary software of AT&T or AT&T’s third-party suppliers, does not subject AT&T to any obligation of disclosure or distribution to any third party or to the public of any such proprietary software, or otherwise make such proprietary software subject to the terms of any ▇▇▇▇ license or impair AT&T’s or its third-party suppliers’ right, title, or interest in or to such proprietary software.
Additional Supplier Warranties. 7.2.1 Supplier represents and warrants to ▇▇▇▇▇: (a) Supplier, and any Goods and Services supplied by Supplier, and its Personnel, Subcontractors and Affiliates, are in compliance and will comply with all applicable laws, including rules, regulations, orders, conventions, ordinances, and standards, including without limitation (i) relating to the manufacture, labeling, transport, import, export, licensing, permitting, approval or certification of the Goods and Services, and (ii) relating to environmental matters, hiring, wages, hours and conditions of employment, immigration, worker documentation and permits, international prohibitions on slave, child, prisoner or any other form of forced, involuntary or illegal labor, Subcontractor selection, discrimination, occupational health or safety, motor vehicle safety and data and information security. An Order incorporates by reference all clauses required by these laws.
Additional Supplier Warranties. Supplier hereby represents and warrants to Ottobock that: (a) it has the unrestricted right to grant the rights granted to Ottobock under this Agreement without the consent or approval of any third party; (b) the rights, title and interests of any and all Patents are wholly owned by Supplier, and are not subject to any rights, licenses, liens or encumbrances of any third party, and (c) the Manufacture of the Products and the Distribution of the Products in the Territory or to the Exclusive Customers by Ottobock and its Affiliates and Marketing Partners as set forth in this Agreement will not infringe or violate the intellectual property rights of any Person.
Additional Supplier Warranties. Supplier warrants that it will provide the Services and perform the Professional Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services.
Additional Supplier Warranties. Subject to the limitations set forth in Subsection 3.43d, Supplier additionally represents and warrants that:
i. There are no actions, suits, or proceedings, pending or threatened, which will have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement;
ii. Supplier will promptly notify AT&T if, during the term of this Agreement, Supplier becomes aware of any action, suit, or proceeding, pending or threatened, which may have a material adverse effect on Supplier’s ability to fulfill the obligations under this Agreement or any Order;
iii. Supplier has all necessary skills, rights, financial resources, and authority to enter into this Agreement and related Orders and to provide or license the Material or Services;
iv. No consent, approval or withholding of objection is required from any entity, including any governmental authority, with respect to the entering into or the performance of this Agreement or any Order;
v. The Material and Services will be provided free of any lien or encumbrance of any kind; and
vi. Supplier shall not intentionally or knowingly insert into the Material any Harmful Code at any time.