DUE DILIGENCE AND SUPPLIER'S WARRANTY Sample Clauses

DUE DILIGENCE AND SUPPLIER'S WARRANTY. 4.1 The Supplier acknowledges and confirms that: (a) the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this agreement; (b) it has made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied or made available to it by or on behalf of the Authority pursuant to clause 4.1(a); (c) it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Commencement Date) of all relevant details relating to the performance of its obligations under this agreement (including without limitation the suitability of Authority Premises); and (d) it has entered into this agreement in reliance on its own due diligence. 4.2 Save as provided in this agreement, no representations, warranties or conditions are given or assumed by the Authority in respect of any information which is provided to the Supplier by the Authority and any such representations, warranties or conditions are excluded, save to the extent that such exclusion is prohibited by law.
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DUE DILIGENCE AND SUPPLIER'S WARRANTY. 4.1 The Supplier acknowledges and confirms that: (a) it has had an opportunity to carry out a thorough due diligence exercise in relation to the Services and has asked the Authority all the questions it considers to be relevant for the purpose of establishing whether it is able to provide the Services in accordance with the terms of this agreement; (b) it has received all information requested by it from the Authority pursuant to clause 4.1(a) to enable it to determine whether it is able to provide the Services in accordance with the terms of this agreement; (c) it has made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied to it by or on behalf of the Authority pursuant to clause 4.1(b); (d) it has raised all relevant due diligence questions with the Authority before the Commencement Date; and (e) it has entered into this agreement in reliance on its own due diligence. 4.2 Save as provided in this agreement, no representations, warranties or conditions are given or assumed by the Authority in respect of any information which is provided to the Supplier by the Authority and any such representations, warranties or conditions are excluded, save to the extent that such exclusion is prohibited by law.
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DUE DILIGENCE AND SUPPLIER'S WARRANTY. 4.1 The Supplier acknowledges and confirms that: (a) it has had an opportunity to carry out a thorough due diligence exercise in relation to the Services; (b) it has made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied to it by or on behalf of the Authority; (c) it has entered into this agreement in reliance on its own due diligence. 4.2 Save as provided in this agreement, no representations, warranties or conditions are given or assumed by the Authority in respect of any information which is provided to the Supplier by the Authority and any such representations, warranties or conditions are excluded, save to the extent that such exclusion is prohibited by law. 4.3 Nothing in this clause 4 shall limit or exclude the liability of the Authority for fraud or fraudulent misrepresentation.
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Related to DUE DILIGENCE AND SUPPLIER'S WARRANTY

  • SUPPLIER’S WARRANTIES 16.1 The Supplier represents, warrants and undertakes to the Authority that: 16.1.1 the Supplier has the full right, power and authority to enter into and perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement; 16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail; 16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date; 16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority; 16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier; 16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances; 16.1.7 to the extent any musical compositions are contained in the Deliverables: 16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and 16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement; 16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights; 16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety); 16.1.10 the Deliverables will be free from all Viruses; 16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court; 16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables; 16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date; 16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and 16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disrepute. 16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.

  • Manufacturer’s Warranty The Goods include the manufacturer’s standard limited parts warranty to replace defective parts covered under such warranty exclusive of labor. Labor is warranted by the Elevator Contractor for 90 days following installation. The manufacturer’s parts warranty may require that the Goods be maintained throughout the warranty period by an authorized manufacturer’s representative under a separate maintenance contract. Any warranty is conditioned on written notice to the Elevator Contractor within warranty period and contingent upon receipt of final payment to Elevator Contractor.

  • Manufacturer’s Warranties If a Lease Vehicle is covered by a Manufacturer’s warranty, the Lessee, during the Vehicle Term for such Lease Vehicle, shall have the right to make any claims under such warranty that the Lessor could make.

  • Customer Representations Customer represents and warrants that (i) it has a legitimate business interest or obtained all permissions and consent required by law to transfer the Content so that Xxxxxx Xxxxxxx may lawfully use and process in accordance with this Agreement; and (ii) it has delegated authority to its advisors in providing instructions in connection with the Services, and Xxxxxx Xxxxxxx has no duty to verify such instructions with Customer; and (iii) it will not use the Services for any fraudulent or unlawful purposes, not allow others to do so.

  • Customer’s Representations and Warranties Upon Xxxxxx’s request from time to time, Customer will provide Seller with current financial information. Customer represents and warrants that any financial information provided to Seller will be true and correct in all material respects and shall fairly and accurately present the financial condition of Customer as of the date of such financial statements. Customer hereby authorizes Seller to review and evaluate Customer’s credit background from time to time.

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