Corporate Warranty. Vendor hereby represents and warrants that the execution, performance and delivery of this Contract does not conflict with or constitute any default under any contract, agreement or other obligation of Vendor, including but not limited to license agreements, development agreements, assignment provisions or other contractual obligation.
Corporate Warranty. Each Party represents and warrants to the other Party that it has full corporate power and authority to execute, deliver, and perform this Agreement, and that no other corporate proceedings by such Party are necessary to authorize the Party’s execution or delivery of this Agreement.
Corporate Warranty. Vendor hereby represents and warrants that the execution, performance and delivery of this Contract does not conflict with or constitute any default under any contract, agreement or other obligation of Vendor, including but not limited to license agreements, development agreements, assignment provisions or other contractual obligation. Protection of Confidential Information Owned or Retained by Purchaser. Vendor acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Contract or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other state or federal statutes (“Confidential Information”). Confidential Information includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver’s license numbers, medical data, law enforcement records, agency source code or object code, agency security data, or information identifiable to an individual that relates to any of these types of information. Vendor agrees to hold Confidential Information in strictest confidence and not to make use of Confidential Information for any purpose other than the performance of this Contract, to release it only to authorized employees or Subcontractors requiring such information for the purposes of carrying out this Contract, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without Purchaser’s express written consent or as provided by law. Vendor agrees to release such information or material only to employees or Subcontractors who have signed a nondisclosure agreement, the terms of which have been previously approved by Purchaser. Vendor agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to Confidential Information. Immediately upon expiration or termination of this Contract, Vendor shall, at Purchaser’s option: (i) certify to Purchaser that Vendor has destroyed all Confidential Information; or (ii) return all Confidential Information to Purchaser; or (iii) take whatever other steps Purchaser requires of Vendor to protect Purchaser’s Confidential Information. Vendor shall maintain a log documenting the following: the Confidential Information received in the performance of this Contract; the purpose(s)...
Corporate Warranty. E-Loan represents and warrants to Licensee that E-Loan has full power, right and authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights granted to Licensee herein, and that this Agreement is valid, binding and enforceable against it (subject to applicable principles of equity and bankruptcy and insolvency laws);
Corporate Warranty. Consultant represents and warrants to NYMEX that: (1) Consultant is duly organized, validly existing and in good standing under the laws of its state of incorporation and will perform its obligations under this Agreement without violation of any laws, rules or regulations, and (2) Consultant has the full legal right, power and authority to enter into and perform all of its obligations hereunder without breach or violation of any obligation enforceable against it.
Corporate Warranty. Each party warrants that the execution and performance of this Agreement shall not constitute a breach of any agreement or restriction, if any, to which the corporation is a party or by which it may be bound.
Corporate Warranty. Vendor hereby represents and warrants that the execution, performance and delivery of this Contract does not conflict with or constitute any default under any contract, agreement or other obligation of Vendor, including but not limited to license agreements, development agreements, assignment provisions or other contractual obligation. Title to Equipment Upon successful completion of Acceptance Testing and receipt of Purchaser’s letter of Acceptance, Contractor shall convey to Purchaser good title to the Products, free and clear of all liens, pledges, mortgages, encumbrances, or other security interests. Transfer of title to the Equipment shall include an irrevocable, fully paid-up, perpetual license to use the internal code (embedded software) in the Equipment. If Purchaser subsequently transfers title to the Equipment to another entity, Purchaser shall have the right to transfer the license to use the internal code with the transfer of Equipment title. A subsequent transfer of this software license shall be at no additional cost or charge to either Purchaser or Purchaser’s transferee. Shipping and Risk of Loss Contractor shall ship all Products purchased pursuant to this Contract, freight prepaid, FOB Purchaser’s destination. The method of shipment shall be consistent with the nature of the Products and hazards of transportation. Regardless of FOB point, Contractor agrees to bear all risks of loss, damage, or destruction of the Products ordered hereunder that occurs prior to Acceptance, except loss or damage attributable to Purchaser’s fault or negligence; and such loss, damage, or destruction shall not release Contractor from any obligation hereunder. After Acceptance, the risk of loss or damage shall be borne by Purchaser, except loss or damage attributable to Contractor’s fault or negligence. Delivery All Products purchased under this Contract shall be completely installed and ready to begin Acceptance Testing within forty-five (45) calendar days after Contractor’s receipt of an Order. Extensions will be granted at the sole option of the Purchaser. Time is of the essence with respect to delivery and Contractor may be subject to liquidated damages or termination of an Order or of this Contract and/or other damages available under law for failure to deliver on time. All deliveries made pursuant to this Contract must be complete. Unless Contractor has obtained prior written approval from Purchaser, which shall not be withheld unreasonably, incomplete del...
