Additional Warranties of CSE Sample Clauses

Additional Warranties of CSE. CSE additionally represents and warrants to MagneGas that (a) it has access to sufficient quantities of raw materials and ingredients to produce and provide such quantities of Products as may be necessary to fill in a timely manner all purchase orders for Products that may be received by CSE for sales to Customers in the Territory, based upon projections of sales developed by CSE; (b) the Products shall be manufactured, labeled, and packaged in accordance with all applicable laws for sales of Products in the Territory, (c) the Products, prior to distribution, will be tested and certified, or shall be tested, under the Instituto Mexicano de Petrόleo and all other required governmental bodies offering applicable testing and certification, (d) the Products are and shall be compliant with all applicable federal and state laws and regulation, including, but not limited to, environmental laws and regulations, for sale and use of the Products within the Territory, subject to any special handling and disposal requirements or processes that MagneGas shall have described to CSE in writing in advance of any related orders being accepted, (e) such Products will, at the time of shipment, conform with the Product Quality Standards and Specifications, and (f) neither CSE nor any of its representatives will intentionally make any oral or written representations which vary materially from the Product Quality Standards and Specifications.
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Additional Warranties of CSE. CSE additionally represents and warrants to MagneGas that neither CSE nor any of its representatives will intentionally make any oral or written representations which vary materially from the specifications, warranties, or representations by MagneGas with respect to the Gasifiers or the Products as stated in packaging or written documentation provided in writing by MagneGas to CSE relating to the Gasifiers or Products. CSE acknowledges receipt of the Reports and that CSE is solely responsible for ensuring compliance with Mexican laws, including, but not limited to, all environmental laws and regulations and all applicable laws and regulations at the federal, state and local levels in the Territory, during the use of the Gasifiers for the manufacture of the Products. CSE further warrants and covenants that it will not reverse engineer, grant access to the Gasifiers to third parties for the purpose of reverse engineering, or otherwise misappropriate the Gasifier technology. CSE acknowledges that the foregoing covenant is particularly important pending MagneGas’s filing for patent protection in Mexico and that MagneGas is relying on this covenant and on the confidentiality provisions of Section 11 hereof in order to enter into this Agreement. CSE will further promptly notify MagneGas if and when it becomes aware of any apparent infringement of the MagneGas technology in the Territory.
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Additional Warranties of CSE. CSE additionally represents and warrants to MagneGas that neither CSE nor any of its representatives will intentionally make any oral or written representations which vary materially from the specifications, warranties, or representations by MagneGas with respect to the Gasifiers or the Products as stated in packaging or written documentation provided in writing by MagneGas to CSE relating to the Gasifiers or Products. CSE acknowledges receipt of the Reports and that CSE is solely responsible for ensuring compliance with Mexican laws, including, but not limited to, all environmental laws and regulations and all applicable laws and regulations at the federal, state and local levels in the Territory, during the use of the Gasifiers for the manufacture of the Products. CSE further warrants and covenants that it will not reverse engineer, grant access to the Gasifiers to third parties for the purpose of reverse engineering, or otherwise misappropriate the Gasifier technology. CSE acknowledges that the foregoing covenant is particularly important pending MagneGas’s filing for patent protection in Mexico and that MagneGas is relying on this covenant and on the confidentiality provisions of Section 11 hereof in order to enter into this Agreement. CSE will further promptly notify MagneGas if and when it becomes aware of any apparent infringement of the MagneGas technology in the Territory. 8.4 Disclaimer of Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER. PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER, AND ALL SUCH OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED. 8.5 Warranty Remedies. IN THE EVENT OF ANY BREACH OF ANY OF THE GASIFIER WARRANTIES CONTAINED HEREIN, CSE MAY REQUIRE THE REPAIR OR REPLACEMENT OF THE DEFECTIVE GASIFIER OR PART, OR RETURN OF THE PRICE PAID BY CSE. 9. LIMITATIONS OF LIABILITY 9.1 Limitation on Certain Damages. EXCEPT TO THE EXTENT ARISING OUT OF A THIRD PARTY CLAIM AS SET FORTH IN SECTION 10 BELOW, IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE, OR. CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS, OR GOODWILL) IN CONNECTION WITH THE GASIFIERS, THE PRODUCTS OR ANY OTHER MATTER COVERED BY THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FO...
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Related to Additional Warranties of CSE

  • REPRESENTATIONS, WARRANTIES OF THE HOLDER The Holder represents and warrants to the Company as follows:

  • REPRESENTATIONS, WARRANTIES OF HOLDER Holder represents and warrants to the Company as follows:

  • Representations and Warranties of Consultant Consultant warrants to The Company that:

  • Representations and Warranties of Holdco HoldCo hereby represents and warrants to the Investors that (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on HoldCo’s part and do not contravene any provision of HoldCo’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on HoldCo or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by HoldCo have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; and (d) this letter agreement has been duly and validly executed and delivered by HxxxXx and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than HoldCo) constitutes a legal, valid and binding obligation of HoldCo enforceable against HoldCo in accordance with its terms, subject to the Enforceability Exceptions.

  • REPRESENTATIONS AND WARRANTIES OF NEWCO Newco represents and warrants to the Company as follows:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund that:

  • Representations and Warranties of the Holder By acceptance of this Warrant, the Holder represents and warrants to the Company as follows:

  • Representations and Warranties of Holders Each Holder, severally and not jointly, hereby represents and warrants as follows:

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