Claims and Warranties Sample Clauses

Claims and Warranties. 4.1 Seller warrants any services performed by Seller to be free from defects in workmanship for a period of one (1) year after the date of completion as reflected in Seller’s records. Seller shall, at its option, repair or replace, any work which proves to be defective within the warranty period, which remedy is agreed to be exclusive as a condition of sale. Upon request, Seller will assign to Purchaser any express warranty granted to Seller by the manufacturer of any product purchased hereunder in the exact form issued by the manufacturer, but Seller makes no warranty of any kind whatsoever as to such products on its own behalf. EXCEPT AS SPECIFIED IN THIS SUBSECTION 4.1, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. 4.2 In no event shall Seller incur any liability for lost profits or other special incidental or consequential damages with respect to this Agreement or any of the services or products provided hereafter. 4.3 In no event shall Seller incur any liability with respect to delay in performance, or failure to perform, any obligation under this Agreement where such delay or failure is the proximate result of any act of any governmental authority, revolution, riot, civil disorder or disturbance, act of enemies, delay or default in transportation, strike, dispute among or between labor unions or other labor disputes, inability to obtain materials or facilities from normal sources, fire, flood, act of God, or any other cause not within the reasonable control of the Seller, whether of the class of causes enumerated or otherwise. 4.4 Unless Seller has agreed to perform receiving functions, Purchaser shall inspect products and notify the Seller in writing within five (5) business days after delivery of any nonconformities, defects, errors or shortages, describing in reasonable detail the alleged nonconformity, defect, error or shortage. Failure to make such claims within such time shall be deemed a waiver. 4.5 Purchaser agrees to retain original invoice from Seller for warranty verification and to provide same to Seller upon request.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Claims and Warranties. Any and all Claims, warranties, reimbursements, and indemnities against third parties relating or attributable to the Business, the Purchased Assets, or the Assumed Liabilities, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent;
Sample 1Sample 2
Claims and Warranties. Any and all Claims, warranties, reimbursements, and indemnities of Sellers, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent with respect to the matters set forth in Schedule 2.2(k);
Sample 1Sample 2
Claims and Warranties. 14.1. The Client declares and guarantees to the Company that: 14.1.1. all information provided under this Agreement, the relevant Regulatory Document and the Customer Registration Form is true, accurate and complete in all respects. 14.1.2. The Client shall have the necessary authority to enter into this Agreement, to make inquiries and instructions, and to fulfil its obligations under the Regulations. 14.1.3. The Client, in relation to the Company, acts and acts solely in his own interest. 14.1.4. if the Client is a natural person, it is the Client who has filled in the Client's Registration Form, and if the Client is a legal entity, the person who filled in the Client's Registration Form on behalf of the Client has all the powers to do so. 14.1.5. all activities carried out in accordance with the relevant Regulatory Document do not violate any law, regulation, right, statutory rules and regulations applicable to the Client or in a jurisdiction where the Client is resident or any other agreement the terms of which bind the Client or which affects any of the Client's assets; 14.1.6. all trading systems applied by the Client are not aimed at exploiting possible vulnerabilities in the Company's software. 14.2. The Company has the right to invalidate any of the Client's positions or close one or more of the Client's positions at the current price at any time, at its discretion, in case the Client violates paragraph 16.1 of this Agreement.
Sample 1
Claims and Warranties. Any and all Claims, warranties, reimbursements, and indemnities of Seller, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent; and
Sample 1
Claims and Warranties. (a) Project Manager shall administer, enforce and pursue its (or the Company’s, as applicable) warranty rights and remedies under the Project Contracts for the benefit of the Company and the Project in accordance with Prudent Industry Practices. (b) To the extent not already provided via the DMS, the Project Manager shall notify the Company of (i) any material defect in the Project, (ii) any material adverse condition affecting the commercial operations of the Project, or (iii) any material breach of a Project Contractor’s warranty obligations under its Project Contract. (c) Project Manager shall diligently and promptly pursue all warranties, remedies, claims or any other rights of the Project Manager (or the Company’s, as applicable) to correct any defective work or to remedy any breach of a Project Contract that the Project Manager deems necessary in the best interests of the Project. (d) Project Manager shall take all necessary steps to enforce its (or the Company’s, as applicable) rights under the Project Contracts to the extent such enforcement is consistent with the best interests of the Construction Plan and the Annual Operating Plan, including making claims for breaches or warranties or terms of the Project Contracts, or commencing litigation, arbitration or material proceedings against any counterparty to the Project Contract. (e) Company hereby grants Project Manager the authority and the right to assert and control (at the expense of the Company) any claims that it may have against the Project Contractors arising out of or related to any Project Contract; provided that, except as otherwise set forth herein, Project Manager (i) shall not settle any such claim without the consent of the Company, such consent not to be unreasonably withheld; and (ii) shall provide the Company from time to time with any information that Project Manager obtains, with respect to any such claims. The Company agrees to assist and cooperate with Project Manager in connection with its enforcement of the Project Contracts and any such claims. (f) Except for Change Orders which shall be governed by Section 4.1(e), the Project Manager shall provide the Company with all material information of any potential, threatened or current claim, litigation, arbitration, administrative or other proceedings against the Project Manager or a Project Contractor under any Project Contract, including providing the Company with updates on the status of and any information, documentation or co...
Sample 1
Claims and Warranties. The School makes no claims or warranties of any kind other than those, if any, expressly included in the School’s web sites, written literature, and executed contracts. Referral Partner agrees that any claims or warranties of any kind, or any advertisement of the School's programs, must be approved in writing by the School’s Admissions Office prior to dissemination by Referral Partner. Referral Partner agrees to indemnify and hold the School harmless from any liability or claims as well as reasonable attorney's fees and other expenses incurred in preparing for or defending against any action or legal proceeding in which the School become involved as a result of any claims, warranties, or other representations or acts of Referral Partner in violation of the provisions of this Agreement.
Sample 1
AutoNDA by SimpleDocs
Claims and Warranties 
Sample 1Sample 2Sample 3

Related to Claims and Warranties

  • Liabilities and Warranties While the Custodian will take reasonable precautions to ensure that information provided is accurate, the Custodian shall have no liability with respect to information provided to it by third parties. Due to the nature and source of information, and the necessity of relying on various information sources, most of which are external to the Custodian, the Custodian shall have no liability for direct or indirect use of such information.

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will: a) Violate any provision of the charter documents of Contractor; b) Violate any laws, rules, regulations, or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Contractor; or c) Violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which Contractor may be bound, the occurrence of which in the aggregate would have a material adverse effect on the properties, business, prospects, earnings, assets, liabilities, or condition (financial or otherwise) of Contractor.

  • Client Representations and Warranties 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account will be deemed to be held by the persons as joint tenants despite any actual or constructive notice to Admiral of any partnership or other agreement between the persons. The joint holding will be only be deemed not to be held as joint tenants if Admiral expressly agrees that in writing that the persons consisting the client hold the Account as tenants in common in equal shares or by a court determination of that it is not held as joint tenants; if the Client is an investment manager or a responsible entity, the investment management agreement or fund constitution specifically empowers and authorises dealings in the Admiral Products, by the Client and on behalf of their underlying clients or investors; and such dealings are within the authorised ambit of each underlying client’s investment strategy; it will enter into Transactions pursuant to the applicable investment management agreement as investment manager or responsible entity and not otherwise; (iii) it will only deal in Admiral Products when the funds or other assets under its control are sufficient to meet the obligations which arise in connection with such dealing; and if your appointment as investment manager or responsible entity is terminated, it is authorised to arrange for Closing Out of all Transactions entered into on behalf of the Client prior to the date of such termination as soon as possible; is not an employee or the close relative of an employee of any exchange participant; you have read these Account Terms and any product disclosure statement issued by Admiral in relation to the Admiral Products and Transactions relevant to the Account (including the disclosures of significant risks); you have considered your objectives and financial situation and you have had a reasonable opportunity to obtain appropriate independent advice prior to entering into these Account Terms, and has formed the opinion that dealing in the Admiral Products is suitable for your needs and purposes; the Client is willing and able, financially and otherwise, to assume the risk of trading in high risk investments, Transactions using Margin and all other Transactions covered by these Account Terms; all information supplied to Admiral by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order with Admiral and you assume full responsibility for any Order placed with Admiral; you fully understand the relevant provisions of: the prohibition of false or misleading markets and other market manipulation as described in Applicable Laws and section 1041A of the Corporations Act; the prohibition of xxxxxxx xxxxxxx as described in section 1043A of the Corporations Act; the prohibition of false trading and market rigging as described in sections 1041B and 1041C of the Corporations Act; the prohibition of misleading and deceptive conduct described in section 1041H of the Corporations Act; and Applicable Laws and, to the extent your investing in Admiral Products have Underlying Reference Instruments which are governed by the Corporations Act, the conditions upon which short selling is permitted on the ASX and the disclosure obligations are imposed on short sellers. You will notify Admiral if you are funding your account using superannuation as that may impact your classification as a retail or wholesale client. You acknowledge to us that you have received or downloaded, and read and understood the TMD document and you agree that you are within the class of consumers described in our TMD.

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Subscriber's Representations and Warranties The Subscriber hereby represents and warrants to and agrees with the Company that:

  • Client’s Representations and Warranties Client hereby represents and warrants to Adviser that: (i) Client has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms; (iii) Client’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of Client or any obligations by which Client is bound, whether arising by contract, operation of law or otherwise; (iv) Client will deliver to Adviser evidence of Client’s authority in compliance with such governing documents upon Adviser’s request; and (v) the Client is the owner of all cash, Investments and other assets in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash, securities or assets.

  • Customer’s Representations and Warranties Upon Xxxxxx’s request from time to time, Customer will provide Seller with current financial information. Customer represents and warrants that any financial information provided to Seller will be true and correct in all material respects and shall fairly and accurately present the financial condition of Customer as of the date of such financial statements. Customer hereby authorizes Seller to review and evaluate Customer’s credit background from time to time.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!