Representations and Warranties Borrower represents and warrants as follows:
Warranties a. The Investor(s) makes the following representations and warranties to Escrow Agent:
Warranty Seller warrants to Buyer, for a period of one year after the date of shipment from Seller’s plant, that all goods sold to Buyer under these terms shall meet their applicable specification as may be set forth in Seller’s product literature and/or packaging and labeling materials published as of the date of shipment of the goods. If, after Seller receives written notice, within the period for the foregoing warranty, that any goods allegedly do not meet Seller’s applicable specification, and Seller, in its sole discretion, determines that such claim is valid, Seller’s entire liability and sole obligation and the exclusive remedy for breach of the foregoing warranty, will be, within a reasonable time after Seller’s receipt of such notice, at Seller’s option, either repair or replacement of such goods, and Seller will be responsible for the cost of shipping the parts to repair or the unit to replace the defective goods. Refurbished goods may be used to repair or replace the goods and the warranty on such repaired or replaced goods shall be the balance of the warranty remaining on the goods which were repaired or replaced. Buyer waives any claim to any goods which were replaced or the components therein which were replaced. In no event will Seller be required to accept delivery of any allegedly defective goods returned to it without its prior authorization, including the means, carrier and route of shipment for such return. Under no circumstances will credit be allowed for unauthorized rework on any materials. EXCEPT FOR SELLER’S WARRANTY OF TITLE TO THE GOODS, SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THE NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY OR OTHERWISE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR OF PERFORMANCE, CUSTOM OR USAGE OF TRADE. Seller’s obligations do not cover defects or losses caused by normal wear and tear or deterioration, defects in or damage to any goods resulting from improper installation, accident or any utilization, maintenance, repair or modification of the goods that is not consistent with Seller’s instructions or the designed capabilities of the goods or that, in its sole judgment, the performance or reliability thereof is adversely affected thereby, or which is subjected to abuse, mishandling, misuse or neglect or any damage caused by connections, interfacing or use in unforeseen or unintended environments. Seller does not warrant that the operation of the goods will be uninterrupted or error-free, that the functions of the goods will meet Buyer’s or its customer’s requirements or that the goods will operate in combination with other products selected by Buyer’s customer for its use. Seller assumes no liability for equipment or services furnished by Buyer or its customer nor does this warranty cover any copy of or update to any user manual for the goods.
Effect of Termination Survival If the Service Agreement is terminated, the Provider shall destroy all of LEA’s Student Data pursuant to Article IV, section 6.
COMPLIANCE WITH LAWS AND AUTHORITY Each party shall comply with all applicable laws, rules and regulations in connection with the representation of a Referral including federal and state licensing laws. Each party represents and warrants that it is duly authorized to enter into this Agreement and perform its obligations thereunder. Each natural person signing this Agreement on behalf of an entity represents and warrants that he/she has the requisite authority to so bind the entity.
Provide Data in Compliance with Applicable Laws LEA shall provide Student Data for the purposes of obtaining the Services in compliance with all applicable federal, state, and local privacy laws, rules, and regulations, all as may be amended from time to time.
SERVICE REQUIREMENTS FOR REFERRED CLIENTS A. Agent agrees to respond to any communications from a Referred Client within two (2) hours after receipt if such communication is received between 9:00am to 5:00pm local time. For communications received outside of these hours, Agent agrees to respond by 10:00am the next day.
Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
No Disclosure Provider acknowledges and agrees that it shall not make any re-disclosure of any Student Data or any portion thereof, including without limitation, user content or other non-public information and/or personally identifiable information contained in the Student Data other than as directed or permitted by the LEA or this DPA. This prohibition against disclosure shall not apply to aggregate summaries of De-Identified information, Student Data disclosed pursuant to a lawfully issued subpoena or other legal process, or to subprocessors performing services on behalf of the Provider pursuant to this DPA. Provider will not Sell Student Data to any third party.
