Developer's Warranties. Developer hereby warrants and represents to City as follows:
Developer's Warranties. Developer represents and warrants that it has the requisite right and legal authority to grant the license and provide the Product and the Confidential Information as contemplated by this Agreement. DEVELOPER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT OR ANY OTHER CONFIDENTIAL INFORMATION AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DEVELOPER'S SOLE LIABILITY FOR BREACH OF THE REPRESENTATION AND WARRANTY ABOVE, AND RECIPIENT'S SOLE REMEDY, SHALL BE THAT DEVELOPER SHALL INDEMNIFY AND HOLD RECIPIENT HARMLESS FROM AND AGAINST ANY LOSS, SUIT, DAMAGE, CLAIM OR DEFENSE ARISING OUT OF BREACH OF THE REPRESENTATION AND WARRANTY, INCLUDING REASONABLE ATTORNEYS'FEES.
Developer's Warranties. 3.1 The Developer warrants to the Council that:
3.1.1 the Developer is a validly existing charitable trust duly incorporated under the law of England and is a “Registered Provider” as defined by section 80 of the Housing and Regeneration Xxx 0000;
3.1.2 the execution of this Agreement by the Developer has been validly authorised;
3.1.3 the Developer’s obligations under this Agreement constitute valid legal and binding obligations of the Developer enforceable against the Developer in accordance with the terms of this Agreement;
3.1.4 neither the execution of this Agreement by the Developer nor compliance with its terms will:
3.1.4.1 conflict with or result in any breach of any law or enactment or any deed, agreement or other obligation or duty to which the Developer is bound; or
3.1.4.2 cause any limitation on any of the powers whatsoever of the Developer, or on the right or ability of the directors of the Developer to exercise such powers, to be exceeded;
3.1.5 the Developer is not knowingly in default under any law or enactment or under any deed, agreement or other obligation or duty to which the Developer is bound so as to affect adversely its ability to comply with the terms of this Agreement;
3.1.6 all consents (other than those related to planning including but not limited to any Planning Agreement, Planning Application or Planning Permission, Developer Funding Agreement, CPO Indemnity Agreement, Priority Agreement, Step-In Agreement) required by the Developer for the execution, delivery, issue, validity or enforceability of this Agreement have been obtained and have not been withdrawn;
3.1.7 the Developer is not under any statutory obligation to undertake the Development Works or any part of them;
3.1.8 no litigation or administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator is presently taking place, pending or, to the knowledge of the Developer, threatened which might have a material adverse effect on its business, assets, condition or operations or might affect adversely its ability to comply with its obligations under this Agreement;
3.1.9 all information, documents and accounts of the Developer submitted to the Council for its appraisal of the Development (including but not limited to the Developer’s bid submission and response to the pre- qualifying questionnaire submitted pursuant to the Council’s procurement for the Development) for the purposes of this Agreement are true and accurate and:
3.1....
Developer's Warranties. 14 10. Indemnity 14
Developer's Warranties i. The Developer warrants that all Software, supplied under this agreement, will upon installation conform in all material respect to the Product specifications and for the period of this agreement.
ii. The Developer will take all the reasonable steps to ensure that the software operates in accordance with the agreement.
Developer's Warranties. The Developer hereby warrants to the Tenant that:-
5 3.2.1 the ground and soil conditions of the Site were appropriately investigated and tested and prior to the Commencement of the Works the Site was thoroughly prepared and made ready for the carrying out of the Works;
Developer's Warranties. The Developer warrants to the Council that:
Developer's Warranties. The Developer represents as follows: That the Developer warrants that the website it has installed pursuant to the specifications in section 1d shall be free of defects in workmanship for six-months from the date of the final invoice under this contract. If any failure to conform to this warranty becomes apparent during a period of six months after date of final invoice, Developer shall, upon prompt written notice of the defect from the Customer, repair the website to make it conform to the terms of this contract. Correction in the manner provided herein shall constitute a fulfillment of all liabilities of Developer with respect to the quality of its services and this contract. In the event of options or upgrades subsequent to the final invoice under this contract, each such option or upgrade shall have its own separate six-month warranty from invoice under these same terms. This warranty shall not be extended, altered, or varied except by a written instrument signed by both parties and no such instrument shall be deemed to be a modification of this warranty unless such writing specifically indicates that it is a modification of the warranty. This warranty is exclusive and in lieu of and the Customer waives all other warranties, express or implied, including the warranty of merchantability and fitness for purpose. The obligation of the Developer, whether by this warranty, or contract, or any claim of negligence, is limited to the terms of this warranty, and there is no right of consequential damage to Customer or any third-party. If complete payment of any invoice is not made pursuant to the terms of this agreement and within thirty (10) days after a written notice has been sent to the Customer, the obligation of the Developer under this warranty is void, while the limitations on the liability of the Developer still control. In the event the Customer modifies or alters its Website using a company or service other than the Developer, this portion of the warranty is void. If the World-Wide Website content developed or used in connection with the development of the Website by Developer becomes the subject of a claim of infringement or misappropriation of a patent, copyright, trademark, or proprietary right of any third party, or if a temporary restraining order or other injunctive relief is entered against the use of part of all of such content, Developer, in addition to its obligations set forth above, shall use its best efforts to either i promptly replace ...
Developer's Warranties. The Developer shall unconditionally guaranty, for a period of one year following the District's Facility Acceptance thereof, any and all materials and workmanship, at the Developer's sole cost and expense. The provision of temporary water service through any of the Developer's Facilities, prior to District's acceptance of same, shall not nullify nor diminish the Developer's warranty obligation, nor shall the Developer's warranty obligation be voided if the District determines, in its sole discretion, to make any emergency repairs necessary to protect the public's health, safety or welfare or to ensure continuity of water or sewer service. The District shall notify Developer of such emergency repairs.
