Company Warranties Sample Clauses
Company Warranties. The Company represents and warrants to the Purchaser that:
Company Warranties. The Company represents and warrants to the Purchaser that each of the Company Warranties are true, correct and not misleading as on the Agreement Date and as of the Closing Date, as though made on and as of each such date.
Company Warranties. The Company represents and warrants to the Investor in the terms of the warranties set forth in Schedule 2 (such warranties, the “Company Warranties”) and acknowledges that the Investor in entering into this Agreement is relying on the Company Warranties.
Company Warranties. 6.1 In consideration of the Investor making the Investment, the Company warrants to the Investor at the date of this Agreement (on terms that each of them is entering into this Agreement and subscribing for the Subscription Shares, in reliance on the Company Warranties) that each and every Company Warranty set out in Schedule 2 is true, accurate and not misleading at the date of this Agreement subject only to the matters Disclosed.
6.2 The Company warrants to the Investor that, on the date of this Agreement and on the Subscription Date, the Company shall, subject to passing the Shareholder Resolutions, be entitled to allot the Subscription Shares to the Investor on the terms of this Agreement, without the consent of any other person.
6.3 No claim in relation to the Company Warranties (a "Claim") shall be made by the Investor (in the absence of fraud or willful non-disclosure) after the date which is 6 months from the date of this Agreement unless prior to such date notice of such Claim has been made in writing to the Company in respect of the Company Warranties referred to in Clause 6.1, giving adequate information so as to identify the nature of the Claim.
6.4 If a Claim is based upon a payment liability which is contingent only, the Company shall not be liable to make a payment unless and until such contingent liability gives rise to an obligation to make a payment.
6.5 The total aggregated liability of the Company for breach of the Company Warranties set out in Schedule 2 shall not exceed the aggregate sum of the Investment made by the Investor.
6.6 The Investor may not recover from the Company under the Company Warranties more than once in respect of the same damages suffered.
6.7 If, after any payment to the Investor in respect of any breach of Company Warranty, the Investor receives any payment from any third party directly in respect of the loss suffered by the Investor which resulted in the breach of Company Warranty, the Investor shall reimburse the relevant other party, an amount equal to the proportion of such payment which the amount paid by the Investor to the relevant other party bears to such loss (less any reasonable costs of recovery).
6.8 The Company shall have no liability whatsoever in respect of any Claim to the extent that the matter giving rise to the Claim would not have arisen but for the passing of, or any change in, after the date of this Agreement, any law, rule, regulation, interpretation of the law or administrative practice o...
Company Warranties a) Subject to sub-clause 11 b) The Company warrants that it will use reasonable skill and diligence in performing the Agreement and that it shall have free and unencumbered title to any replacement parts which will be of satisfactory quality. The Company does not warrant that the Services or any additional services will cause the Equipment to operate without interruption or error.
b) For the avoidance of doubt the warranty in sub- clause 11 a) is given by the Company subject to the following conditions:
(1) the Company shall be under no liability in respect of any defect in the Services arising from any information or instruction supplied by the Customer or End User;
(2) the Company shall be under no liability in respect of any defect in the Services arising from wilful damage, negligence, abnormal working conditions, failure to follow the Company’s written instructions, misuse or alteration or repair of the Equipment without the Company’s approval;
(3) the Company shall be under no liability if the Service Charges has not been paid by the due date for payment;
c) Any replacement equipment or parts provided by the Company as part of the Service are supplied without warranty save for the benefit of such warranty or guarantee as is given by the manufacturer or supplier to the Company.
d) Subject as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Company Warranties. Company represents and warrants that (i) Company possesses the legal right and authority to execute and perform this Agreement, and (ii) the execution and performance of this Agreement will not violate any other agreement, commitment or obligation by which Company may be bound, nor are the terms of this Agreement superseded by the terms of any other agreement, and (iii) to the best of its knowledge, Company’s application of its technology to the Vertex Material will not infringe any third party intellectual property rights.
Company Warranties. The Company warrants, represents and undertakes to the Contracting Authority that as at the Date of this Agreement:
4.1.1 it is properly constituted and incorporated under the laws of Scotland and has all necessary authority, power and capacity to enter into this Agreement, to execute and deliver the Financing Agreements to which it is a party and to exercise its rights under them;
4.1.2 the information relating to the Company and its Affiliates set out in Schedule 16 (Company’s Details) is true and accurate;
4.1.3 there are no material facts or circumstances in relation to the financial position or operational constitution of the Company which have not been fully and fairly disclosed to the Contracting Authority and which if disclosed might reasonably have been expected to affect the decision of the Contracting Authority to enter into this Agreement;
4.1.4 neither the performance nor the functionality of any computer or any automatically controlled or embedded system used by the Company in support of the performance of this Agreement is affected by any date change;
4.1.5 it has not traded since incorporation or incurred any liabilities other than in terms of this Agreement, the Project Documents and the Financing Agreements or otherwise in relation to the Project;
4.1.6 the Financing Agreements set out the full basis on which the Company and/or the Issuer will obtain Senior Debt and Subordinated Debt;
4.1.7 the Project Documents referred to in this Agreement are the only agreements which would materially affect interpretation or application of any of the Project Documents;
4.1.8 the Company is solvent and that no litigation or other proceedings are pending, threatened or have been entered into against it or any of its assets; and
4.1.9 no security interests exist over the Assets other than as created by or pursuant to the Financing Agreements, and the Contracting Authority rely upon such warranties, representations and undertakings.
Company Warranties. 5.1 The Company represents and warrants to the Subscriber that as at the Execution Date and Closing Date:
(i) it is validly incorporated, in existence and duly registered under the laws of its jurisdiction and has full power and authority to conduct its business as conducted.
(ii) it is authorised by its article of association and has obtained all corporate authorisations and has all governmental, statutory, regulatory or other consents, licences and authorisations required to empower it to enter into, deliver and perform its obligations under this Agreement and the execution, delivery and performance of this Agreement constitutes legal, valid and binding obligation of the Company, enforceable against itself in accordance with its terms.
(iii) entry into, delivery and performance of this Agreement will not (i) breach any provision of its memorandum and articles of association (ii) result in a breach by the Company of any laws or regulations in its jurisdiction of incorporation or of any order, decree or judgment of any court or any governmental or regulatory authority or by which its assets and properties are bound or affected, or (iii) result in a breach of any agreement, documents, contracts, arrangements or any other instrument to which it is a party; or (iv) require the Company to obtain any authorisations, consents, waivers, registrations, declarations or filings with, or notice to any relevant authority or any person, except as expressly set forth in this Agreement or unless otherwise already obtained by the Company, copies of which have been delivered to the Subscriber.
(iv) the Board of the Company has authorised the IPO at its meeting held on January 23, 2023, pursuant to which the DRHP was approved by the Board on May 8, 2023 and IPO committee on May 10, 2023. The DRHP dated May 10, 2023 was filed with SEBI on May 11, 2023. Further the DRHP was also filed with the National Stock Exchange on May 11, 2023 and with the Bombay Stock Exchange on May 11, 2023.
(v) The shareholding percentage specified in Schedule 2 provides true, correct and complete representations of the shareholding of the Company, constituting 100% (one hundred per cent) of the issued, subscribed, allotted and paid-up share capital of the Company, on a fully diluted basis, as of the Execution Date and the Closing Date.
(vi) the Company has received in principal approval for listing of its equity shares from the National Stock Exchange on June 30, 2023 and from the Bombay Stock Exch...
Company Warranties. Company represents and warrants to Licensee, as of the Execution Date and as of the Effective Date:
(a) Company (i) has the right to grant the licenses specified herein and (ii) has the right to use all Regulatory Materials, and all Information included or referenced therein, and any other Company Know-How necessary for the Parties to conduct the Development, Manufacture and Commercialization of Licensed Molecules and Licensed Products as contemplated under this Agreement.
(b) As of such date, (i) all Pre-Existing Company Patents are (A) subsisting, and to the best of Company’s knowledge, the issued Pre-Existing Company Patents are valid and enforceable, in whole or in part, (B) solely and exclusively owned or exclusively licensed by Company, free of any encumbrance, lien or with respect to owned Patents, claim of ownership by any Third Party, (ii) the pending applications included in Pre-Existing Company Patents are being diligently prosecuted in the respective patent offices in the Territory in accordance with Applicable Law and Company and its Affiliates have presented all relevant references, documents and information of which it and the inventors are aware to the relevant patent examiner at the relevant patent office, and (iii) all Pre-Existing Company Patents have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment.
(c) Each of the Pre-Existing Company Patents properly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is issued or such application is pending. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH THREE ASTERISKS (***), HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(d) To the best of Company’s knowledge, the Pre-Existing Company Patents represent all Patents that Company or its Affiliates own, Control or otherwise have rights to relating to the Licensed Molecules or the Licensed Products or the Development, Manufacture or Commercialization thereof, as of such date. There is no Information owned by, or otherwise in the possession or control of, Company or any of its Affiliates as of the such date that relates to the Licensed Molecules or the Licensed Products that is not included in the Company Know-How.
(e) No claim or litigation has been brought or assert...
Company Warranties. The Company has delivered to Parent true, complete and correct copies of the forms of all presently outstanding warranties (including product and materials warranties, performance warranties and warranties as to workmanship) provided to all purchasers and lessees of the Company's products and other customers of the Company ("Company Warranties"). Except for the Company Warranties, the Company presently has outstanding no other express or implied guaranties or warranties of product, materials, performance or workmanship to any users of the Company's products.