Exceptions to Warranties Sample Clauses

Exceptions to Warranties. The warranties stated above shall be immediately terminated in the event Licensee makes any modifications to the CareCert(TM) System. Furthermore, TracMed shall have no obligation to fix any errors in directly caused by Licensee's use of the CareCert(TM) System other than in accordance with the Documentation or caused by any unauthorized alteration, repair or modification to the CareCert(TM) System by Licensee, or if such repair service would constitute an excluded service pursuant to the support provisions provided by TracMed. [ * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.]
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Exceptions to Warranties. The warranties as applied to each Party set forth in Section 7.1.2.1 shall not apply to any Product that (a) has been tampered with or otherwise altered other than by Strakan, its Affiliates or a Contract Manufacturer, (b) has been subjected to misuse, negligence or accident other than by Strakan, its Affiliates or a Contract Manufacturer, (c) has been stored, handled or used by others in a manner contrary to Law other than by Strakan, its Affiliates or a Contract Manufacturer, or (d) has expired its stated shelf life other than due to an act or omission by Strakan, its Affiliates or a Contract Manufacturer. * Confidential treatment requested.
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Exceptions to Warranties. The warranties set out in this Article 5 are not breached by ELT and TIN cannot make a Claim in respect of: (a) anything disclosed in any information relating to ELT which has been made available in written or recorded form to TIN or to any related body corporate of TIN by ELT or by any of the advisers of ELT before execution of this Agreement, for the purpose of allowing TIN in its capacity as a potential buyer to obtain relevant information about ELT; (b) any information relating to ELT which is contained on a register maintained by a Government Entity which is available for search by TIN; (c) anything disclosed or referred to in this Agreement or in any attachment; (d) where the Claim is as a result of any legislation not in force at the date of this Agreement, including legislation which takes effect retrospectively; (e) where the Claim is as a result of or in respect of a change in the judicial interpretation of the law in any jurisdiction after the date of this Agreement; (f) anything arising from any change after the date of this Agreement (or, in the case of any applicable law in respect of the policies and procedures to be used in the preparation of the accounts or in respect of any change in any Tax, after the date of this Agreement) in any applicable law or in its interpretation or in any administrative practice or ruling of a Government Entity (whether or not with any retrospective effect); (g) anything to the extent that it is caused by or contributed to by any act, omission, transaction, or arrangement:
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Exceptions to Warranties. The Warranties are not breached by and the Buyer cannot make a Buyer Claim in respect of (a) (information provided) anything disclosed or referred to in any information relating to Group Companies or to the Businesses which has been made available in written or recorded form or otherwise to the Buyer or to any related body corporate of the Buyer by the Seller or by any of the advisers of the Seller before Completion; (b) (disclosed in this document) anything disclosed or referred to in this document or in any annexure or exhibit; (c) (actual knowledge) anything which the Buyer or any of its agents actually knows before entering this document; (d) (Buyer ought to know) anything which the Buyer itself, or any of its related bodies corporate or any of its or their officers, employees, agents or advisers ought to have known before entering this document if acting with reasonable care and diligence, including as a result of the Buyer's (or any related body corporate of the Buyer's) investigation of the Group Companies or the Businesses, (e) (due inquiry) anything which a reasonable person in the position of the Buyer or in the position of any adviser of the Buyer would have found after due inquiry prompted by or might reasonably infer or suspect from, any information falling within (a), (b), (c), (d), (e) or (f) above; (f) (industry expertise) anything a person in the position of the Seller or an adviser of the Seller could reasonably expect the Buyer to know itself or through any of its advisers, having regard to the apparent expertise and experience of the Buyer or of any adviser of the Buyer in the mining industry, in any industry in which the Businesses are conducted or in which the Buyer conducts business, or in industry generally; (g) (enquiry of Seller) anything the Buyer should know, having regard to the opportunities of the Buyer or any adviser of the Buyer to make enquiries of the Seller; (h) (permitted actions) anything the Seller does, pet wits or omits between the date of this document and Completion which clause 4 penults or requires the Seller to do or omit, including anything to which the Buyer has consented under clause 4.1;
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Exceptions to Warranties. The Warranties are not breached by, and each representation in the Warranties is qualified by: (a) (deemed disclosures) anything which schedule 2 states is taken to have been disclosed to the Buyer; (b) (disclosed in this document) anything disclosed or referred to in schedule 2 or elsewhere in this document or in any annexure or exhibit to this document; (c) (actual knowledge) anything which the Buyer actually knows before entering this document; (d) (breaches discovered by Buyer) any breach of a Warranty which the Buyer itself, or any of its related bodies corporate or any of its or their officers, employees, agents or advisers discovers during the course of its investigations of the Business or any of the Assets prior to Completion and brings to the attention of the Seller and regardless of such known breach, the Buyer elects to complete this transaction; (e) (due to law) except in relation to the warranties in paragraphs 1.4, 1.5, 1.6 and 4.3 of Schedule 3, anything which is a consequence of any applicable law; or (f) (changes in law) anything arising from any change after the date of this document in any Tax or in any applicable law or in its interpretation (whether or not with any retrospective effect).
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Exceptions to Warranties. The foregoing warranties other than as provided for in Section 6.3 above, shall not be deemed to cover any components of the Software created by Customer and/or on Customer's behalf by other than HSD or on behalf of HSD at HSD's request.
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Exceptions to Warranties. The Sellers will not claim that any fact or matter causes any of the warranties given by the Buyer and Vignette under clause 7.1 to be untrue or misleading or causes them to be breached if the fact or matter is something which is disclosed in any document filed by Vignette with the SEC prior to the day which is five Business Days before the Effective Date.
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Related to Exceptions to Warranties

  • Limitations on Warranties Notwithstanding anything else in this Agreement: Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Licensed Materials. Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. Except for the express warranties stated herein, the Licensed Materials are provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party.

  • Disclaimer of Other Warranties EXCEPT AS OTHERWISE EXPRESSLY ------------------------------ PROVIDED HEREIN, THE SALE OF THE EQUIPMENT IS HEREBY MADE ON AN "AS-IS WHERE-IS" BASIS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO (i) THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION OF THE FOREGOING, ITS SELECTION, QUALITY, DESIGN, CAPACITY, CONDITION, MERCHANTABILITY OR ITS FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE AND FREEDOM FROM CLAIMS OF COPYRIGHT OR PATENT INFRINGEMENT OR ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR NEGLIGENCE, (ii) THE FREEDOM OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) FROM ANY LATENT OR OTHER DEFECT (WHETHER OR NOT DISCOVERABLE), (iii)THE COMPLIANCE OF ANY OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) WITH ANY APPLICABLE LAWS OR REGULATIONS, (iv) THE CREDITWORTHINESS OF EACH LESSEE OR ANY OTHER PERSON UNDER THE LEASES AND THE TRANSACTION DOCUMENTS, (v) THE COLLECTIBILITY OF ANY AMOUNT UNDER THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS, (vi) THE TAX CHARACTERIZATION OF THE LEASES, OR (vii) THE DUE AUTHORIZATION, EXECUTION AND DELIVERY BY, OR THE ENFORCEABILITY AGAINST, ANY PERSON WHO IS OR HAS BEEN A PARTY TO THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS (WITH THE EXCEPTION OF THE SELLER) AND SELLER HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES.

  • DISCLAIMER OF ALL OTHER WARRANTIES EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WE DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES, CONDITIONS OR GUARANTEES: (I) OF MERCHANTABILITY OR SATISFACTORY QUALITY; (II) OF FITNESS FOR A PARTICULAR PURPOSE; (III) OF NON- INFRINGEMENT; OR (IV) ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF PRIOR DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE DO NOT WARRANT THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE, DOCUMENTATION AND/OR THE INFORMATION OBTAINED BY YOU THROUGH THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR PRODUCE PARTICULAR OUTCOMES OR RESULTS. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY ISSUES WITH THE SOFTWARE THAT ARISE FROM CUSTOMER DATA, THIRD-PARTY SERVICES OR THIRD- PARTY PROVIDERS. YOU ACKNOWLEDGE THAT WE DO NOT PROVIDE ANY ACCOUNTING, TAXATION, FINANCIAL, INVESTMENT, LEGAL OR OTHER ADVICE TO YOU, USERS, OR ANY THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR THE TIMELY INSTALLATION OF MAINTENANCE AND WE SHALL HAVE NO LIABILTY FOR ANY ISSUES WITH THE SOFTWARE, OR FOR ANY CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES WHICH YOU INCUR AS A RESULT OF YOUR FAILURE TO DO SO.

  • Disclaimer of Implied Warranties The warranty set forth herein is in lieu of, and ‘Reseller’ expressly disclaims all other product warranties of any kind whatsoever whether express, implied, statutory, arising by course of dealing or performance, custom, usage in the trade or otherwise, any warranty of merchantability, or fitness for a particular purpose, and in any event no such implied warranty has applicability beyond the time period covered by this warranty.

  • Representations, Warranties and Agreements You will make to each other Underwriter participating in an Offering the same representations, warranties, and agreements, if any, made by the Underwriters to the Issuer, the Guarantor, or the Seller in the applicable Underwriting Agreement or any Intersyndicate Agreement, and you authorize the Manager to make such representations, warranties, and agreements to the Issuer, the Guarantor, or the Seller on your behalf.

  • Limitation on Warranties Client and Spirent agree that the services are provided “as is” and “as available” and that Spirent makes no warranty as to the services. Spirent disclaims all other warranties, either express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose. Spirent does not warrant the work performed by client or third-party contractors or that any systems or operation of systems will be defect or error-free.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • Representations, Warranties and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.

  • Our Warranties We warrant that (i) the Services shall perform materially in accordance with the User Manual, and (ii) the functionality of the Services will not be materially decreased during a Subscription Term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 13.3 (Termination for Cause) and Section 13.4 (Refund or Payment upon Termination) below.

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