We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Equipment Title and Warranties Sample Clauses

Equipment Title and Warranties. (a) Omnicell (i) consents to the assignment from a Customer to Buyer of any purchase order for Equipment represented in a Transaction hereto; (ii) consents to assignment by Buyer to such Customer of all warranty rights in connection with the Equipment related to such Transaction and acknowledges that Buyer intends to permit the Customer to enforce such warranty rights in the Customer’s name provided a Contract Default has not occurred, (iii) acknowledges that it has transferred to the applicable Customer all warranty rights in connection with the Software related to such Transaction, (iv) shall, upon the acceptance of the related System by the applicable Customer, deliver to Buyer a properly executed Assignment Agreement and a certified copy of the acceptance certificate. Omnicell and Buyer hereby agree that (i) any transfer to Buyer, with respect to any Transaction, of title to the Equipment (a “Title Transfer”) is for the sole purpose of facilitating Buyer’s billing and collecting of property taxes with respect to such Equipment, (ii) the Title Transfer together with the corresponding option of Omnicell to repurchase such Equipment as set forth in Sections 6.1 and 6.3, the formula for distribution of remarketing proceeds under Section 8.5, and the formula for distribution of insurance proceeds under Section 4.8, are intended to convey to Buyer a security interest in such Equipment to secure payment to Buyer of the Net Book Value of such Equipment, and (iii) Buyer does not have any interest in the residual value of the Equipment after payment to Buyer of the applicable Net Book Value. In the event Omnicell is audited by a taxing authority with respect to any taxes paid by Buyer pursuant to the terms of this paragraph, Omnicell agrees to hold Buyer and each Customer harmless from and against any such tax liability and shall not assert any claims against Buyer or Customer for reimbursement of the same to the extent that Buyer can specifically show that such taxes were already paid by Buyer and the Customer. (b) The parties intend for each Transaction to be a true sale upon Buyer’s receipt of a certified copy of a duly executed acceptance certificate for the Equipment under such Transaction and not a loan by Buyer to Omnicell. To the extent that any Transaction is deemed to be a secured financing, Omnicell grants to Buyer a security interest in the Assigned Rental Payments and the Equipment (and the proceeds of each) subject to each Transaction to secure the...
Equipment Title and Warranties. (a) With respect to each Navistar Program Financing which constitutes a Lease, Navistar hereby consents to the assignment to GE Capital of any purchase order for, and all warranty rights in connection with, the Equipment related to such Navistar Program Financing. With respect to each Navistar Program Financing other than those which constitute Leases, Navistar hereby acknowledges that it has transferred to the applicable Customer the warranty in connection with the Equipment related to such Navistar Program Financing in accordance with it usual and customary business practices. (b) With respect to each Navistar Program Financing, Navistar shall bear all risk of loss to the Equipment until the date of its shipment or delivery to the applicable Customer (in accordance with the agreement between Navistar and such Customer); thereafter the applicable Customer shall bear all risk of loss to the Equipment. (c) It is the intent of the Parties that each Navistar Program Financing shall be deemed to be an absolute and present sale and assignment of the applicable Equipment, not an assignment for the purposes of collateral security, and shall in no way be construed as an extension of credit by GE Capital to a Navistar Company. Navistar shall not, and shall cause the other Navistar Companies to not, take any action or do or cause anything to be done that shall limit, restrict or impair the passage of any manufacturer’s or other warranties in respect of the Equipment subject to each such Navistar Program Financing to GE Capital, and the applicable Customer.

Related to Equipment Title and Warranties

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • Owner’s Representations and Warranties The Owner represents and warrants that: (a) it is either the sole and full legal and beneficial owner, or has been and is as at the date of this Agreement, the full legal and beneficial Owner of the Collectible and has secured all the necessary permissions and authority to do so and, if requested to do so, shall supply to Coinllectibles all necessary information, documents and material to demonstrate the Ownership to and provenance of the Collectible; (b) all action, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order (a) for the Owner to lawfully enter this Agreement, (b) to allow Coinllectibles to lawfully perform the Services and (c) to ensure that those actions, conditions and things are legal, valid, binding and enforceable, have been taken, fulfilled and done; (c) the transfer of the Collectible to the Purchaser is free from all claims, liens, security interest, encumbrances and all rights of any kind exercisable by third parties, threatened or pending, relating to the Collectible, the Owner’s title to the Collectible, or the Owner’s authority to sell the Collectible; (d) it owns all Intellectual Property in and to the Collectible and the Collectible does not and will not infringe the copyright, trademark or other intangible or proprietary rights of any third-party; (e) it has no knowledge of any claims threatened or pending, nor any knowledge of any facts or circumstances likely to give rise to any claims and shall notify Coinllectibles of any claims in respect of the Collectible as soon as the Owner becomes aware of it or foresees it; (f) this Agreement constitutes a valid and binding obligation of the Owner, and does not violate any applicable laws, agreement, judgement or court order to which it is subject or bound, or by which it or any substantial part of its assets is bound or affected; (g) there are no legal proceedings pending, threatened, or foreseeable against the Owner, which would affect Coinllectibles’ ability to perform the Services in this Agreement, nor any proceedings against the Owner related to bankruptcy, insolvency, liquidation, dissolution or winding up; (h) its entry into and/or performance of or compliance with its obligations under this Agreement do not and will not violate any law to which it is subject; (i) it has not created and shall not create, or permit to subsist, any duplicate, reproduction or replica of the Collectible (whether unique or in edition) and it has not licensed to any third-party the right to create any duplicate, reproduction or replica of the Collectible; and (j) the exportation, if any, of the Collectible from any country has been in full conformity with the laws of such country, and the importation of the Collectible into any country has been in full conformity with the laws of such country.

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • Lessor’s Representations and Warranties Lessor represents and warrants that it will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft pursuant to this Agreement.

  • Representations and Warranties of the Seller as to the Receivables The Seller has made, in the Receivables Purchase Agreement, each of the representations and warranties as to the Receivables set forth in Exhibit A. The Issuer shall be deemed to have relied on such representations and warranties in accepting the Receivables. Such representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. Pursuant to Section 2.01(a), the Depositor has sold, transferred, assigned and otherwise conveyed to the Issuer, as part of the Trust Property, its rights under the Receivables Purchase Agreement, including its right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement upon a breach of such representations and warranties. The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights of the Depositor under the Receivables Purchase Agreement assigned to the Issuer under this Agreement, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement upon a breach of the representations and warranties set forth in Exhibit A, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement and that the Issuer shall not be obligated to enforce any such right indirectly through the Depositor.

  • Representations and Warranties as to the Receivables The Seller makes the following representations and warranties as to each Receivable, on which Ally Auto relies in accepting the Receivables. Such representations and warranties speak as of the Closing Date, and shall survive the sale, transfer and assignment of the Receivables to Ally Auto and the subsequent assignment and transfer pursuant to the Further Transfer Agreements:

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that: