Distributor Warranties. Distributor represents and warrants that as of the Effective Date and continuing throughout the License Term:
(A) Distributor will maintain the facilities, resources and experienced personnel necessary to market and distribute Licensed Software and to perform the necessary installation, training and maintenance services related to such Licensed Software and otherwise to fulfill its obligations under this Agreement;
(B) Distributor is not precluded by any existing arrangement, contractual or otherwise, from entering into this Agreement and performing hereunder,
(C) Distributor will make no representations or warranties related to the Licensed Software in excess of Siebel's representations or warranties contained in Section 10 of this Agreement;
(D) Distributor has not relied on any promises or representations other than those promises or representations expressly made in writing in this Agreement;
(E) If Distributor becomes aware of any actual or suspected unauthorized use, copying or disclosure of the Licensed Software or Anciliary Programs. Distributor will promptly notify Siebel and will assist Siebel, at Siebel's expense and request, in the investigation and prosecution of such unauthorized use, copying or disclosure; and
(F) Distributor has the full right, power and authority to enter into this Agreement and to carry out its obligations hereunder, and there are no impediments known to Distributor which would prevent Distributor compliance with all the terms of this Agreement.
Distributor Warranties. Distributor represents and warrants that it will not use nor authorize others to use any Images except as expressly permitted pursuant to this Agreement and it will abide by any restrictions provided to it by Supplier and in accordance with Supplier’s XXXX.
Distributor Warranties. (a) Distributor warrants and represents that ---------------------- it (i) shall not make any oral or written statements regarding the performance of the Software or Services other than those set forth in the Documentation; (ii) has the full authority and capacity to enter into and perform this Agreement in all respects; (iii) shall not provide or allow access to any Software, Documentation, Service Materials, or Service to any Customer which has not executed a corresponding Customer Agreement or Service Agreement, as applicable, containing the Mandatory Provisions; and (iv) the Customer Agreements and Service Agreements shall contain no term or provision that is inconsistent with or derogates from the Mandatory Provisions.
Distributor Warranties. The Distributor warrants and represents to the Supplier that: this Agreement shall constitute valid and binding obligations on the Distributor; all information supplied by the Distributor is true and accurate and the Supplier may rely on the same without need for further verification; no conflict of interest exists or is anticipated; it shall maintain at its own expense appropriate offices, stores, display and administration facilities and systems as necessary for the effective performance of its duties; it shall at any time not market, purchase, distribute, offer to sell or sell Competing Products during the Term; it shall not appoint any Third Party to perform any work assigned to it without the prior written consent of the Supplier it shall not do, nor fail to do, anything that would interfere with any rights that the Supplier may have in respect to its business; it shall at all times ensure that the Products are stored and distributed in accordance with Clause 3; the Products shall at all times during the Term be distributed by appropriately experienced, qualified and trained Personnel acting with all due skill, care and diligence; promptly notify the Supplier of any Defects, notices of Defects or similar communications or complaints about the Products of which it becomes aware; promptly notify the Supplier of any after-sale enquiries about the Products or any complaints it receives relating to the Products; comply at all times with all record keeping and reporting obligations under this Agreement; and no Insolvency Event in respect of the Distributor exists or is anticipated. During the Term and in the [●] [year] period following any termination of this Agreement, the Distributor agrees that it shall not, directly or indirectly: engage in any business involving the marketing, promotion, distribution and/or sale of Competing Products; seek to by-pass, compete with, or circumvent Supplier from participating in any business opportunity related to the subject matter of this Agreement; or seek to by-pass, compete, avoid or circumvent in any way the undertakings detailed in this Clause 25. Any breach of this Clause 1 shall be a Material Breach.
Distributor Warranties. 16.1 DISTRIBUTOR represents and warrants that, as of the effective date of this Agreement, it has the lawful authority to enter into this Agreement and is free of any obligation or restriction that would prevent it from entering into or performing under this Agreement. DISTRIBUTOR will not during the term of this Agreement enter into any other agreement, grant any license, undertake any obligation or commit any act which would prevent its performance or limit the rights of Atio USA hereunder.
Distributor Warranties. 9.2.1 Distributor shall make no representations to third parties regarding the performance or functional capabilities or characteristics of the products beyond those stated in LINKON's then current printed literature and brochures.
9.2.2 LINKON shall not under any circumstances be responsible for any warranty offered by Distributor to its customers in excess of the warranties set forth in Section 9.1.
9.2.3 Distributor shall indemnify and hold LINKON harmless from and against any claims, losses, costs, damages or liabilities which result from or are based on any negligent or fraudulent acts or emissions of Distributor or which result from Distributor's failure to comply with the provisions of Subsection 9.2.1 or which are based on warranties provided by Distributor to its customers with respect to the Producers to any extent in excess of the warranties set forth in Section 9.1.
Distributor Warranties. Distributor hereby represents and warrants that (i) it shall not permit any third party (including any End-User) to obtain access to any VLP Data or any part thereof without previously confirming such party's agreement to be bound by the Terms and Conditions which, at a minimum, contain all Mandatory Provisions and which include no provision that limits, derogates from, or is otherwise inconsistent with, any Mandatory Provision or other provision in this Agreement; (ii) Distributor is and shall remain duly qualified to transact business and perform this Agreement to the full extent contemplated in all applicable jurisdictions, including where the End-Users are located; (iii) the execution and delivery of this Agreement by Distributor, and the performance of its obligations hereunder, have been duly authorized by all requisite corporate actions on the part of Distributor; (iv) this Agreement has been duly executed and delivered by Distributor; and (v) Distributor shall implement this Agreement and Market the VLP Data in compliance with applicable laws and regulations.
Distributor Warranties. Distributor hereby represents and warrants to Supplier the following:
Distributor Warranties. Distributor represents and warrants as follows:
9.1.1 Distributor shall comply with all laws, regulations and policies having the force of law in the Territory applicable to the conduct of Distributor's business pursuant to this Agreement.
9.1.2 Distributor shall not do (or allow to be done) any act or thing which in any way may impair the owner's rights in or to the Trademarks-in particular, Distributor will not represent that it has any right of ownership or title to the Trademarks.
Distributor Warranties. Distributor represents and warrants that (a) neither it nor any of its Representatives has received any notice or communication from the U.S. Food and Drug Administration ("FDA") or other federal, state, or local regulatory or law enforcement agency requiring, recommending, or threatening to initiate any action pertaining to the activities contemplated under this Agreement; and (b) it and its Representatives shall not violate or infringe in any manner any right of privacy, property right (real, personal or otherwise, including, without limitation, any trade secret, copyright or other intellectual or intangible property right) or any other right or legally protected interest of any type or nature of any person or entity in connection with any activities contemplated under this Agreement.
