LIABILITY & WARRANTIES. 8.1 LICENSEE and TEXACO DEVELOPMENT understand and agree that, as between LICENSEE and TEXACO DEVELOPMENT, the construction, operation and maintenance of the Plant is the sole responsibility of LICENSEE. Accordingly, TEXACO DEVELOPMENT shall have no liability to LICENSEE or to third parties for any injuries to person or property arising in connection with the construction, operation or maintenance of the Plant and LICENSEE shall indemnify TEXACO DEVELOPMENT for any liability, claims, costs and expenses associated therewith. Except as may be specified in the guarantee agreement described in Paragraph 14.1, TEXACO DEVELOPMENT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN AS PROVIDED IN PARAGRAPHS 8.2, 8.3 (PATENT INDEMNITY) AND 8.4 BELOW, AND SPECIFICALLY EXCLUDES ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE WITH RESPECT TO ANY INFORMATION OR DATA FURNISHED HEREUNDER OR THE PERFORMANCE OF THE PLANT OR ANY COMPONENT THEREOF. In no event shall TEXACO DEVELOPMENT be liable for loss of prospective profits or special or consequential losses, damages, and/or related expenses, whether or not TEXACO DEVELOPMENT has been advised of the possibility of such damages.
8.2 TEXACO DEVELOPMENT and LICENSEE each represents and warrants that it has the right, power and authority to grant the licenses and rights of extension and make the agreements set forth in this License Agreement.
8.3 TEXACO DEVELOPMENT will, at its sole cost and expense, upon LICENSEE’S written demand, defend any suit or action brought against LICENSEE by a third party, alleging infringement of process claims, as further qualified hereinbelow, of an unexpired United States patent, which is in full force and effect as of the Effective Date of this License Agreement and which results from the use of TEXACO DEVELOPMENT’S Technical Information in accordance with this License Agreement in the operation of the Plant with respect to TGP or THGP only, and to the extent such operation is based on process designs for TGP or THGP specifically approved by TEXACO DEVELOPMENT in writing; provided, however, such indemnity shall not apply if such infringement is the result of combination of TEXACO DEVELOPMENT Technical Information with technical information supplied by a party other than TEXACO DEVELOPMENT. LICENSEE will use its best efforts to obtain a right of defense and indemnity against any claim for patent infringement, from each and every supplier of materials (such as, but ...
LIABILITY & WARRANTIES a) The services provided by Xxxxx imply the use of communication networks and the intervention of various providers, on which the smooth operation of the Service depends. Xxxxx shall endeavor to ensure the proper functioning of this production chain, on which largely relies the performance of the Service.
b) Because communication connections between Customer and Xxxxx are the property and responsibility of a third-party, Xxxxx does not warrant the continuity and the quality of such communication connections and no warranty herein shall be subject to the continuity and quality of the provision thereof. Communication connections are subject to suspension without notice for an undeterminable amount of time due to events beyond Xxxxx’x control and not due to its fault or negligence. Customer agrees that under no circumstances shall Xxxxx be liable for any failure or malfunction of the communication networks, particularly those causing delays in delivery of Documents and/or total or partial loss or destruction of Customer’s data.
LIABILITY & WARRANTIES. 6.1 Turquoise shall not be liable for any loss incurred through the use of the Service, unless such loss is clearly attributable to its own fraud or fraudulent misrepresentation.
6.2 Any such liability, once established, shall be limited to the extent that it is clearly attributable to Turquoise.
6.3 These Terms do not, in any way, seek to exclude or limit Turquoise’s liability for death or personal injury caused by its negligence or for any other loss which must not be limited or excluded by law.
6.4 Apart from any representations expressly made in these Terms, Turquoise makes no warranty, representation or assurance, express or implied, to the Customer in relation to the quality, reliability, availability or timeliness of the Service.
6.5 The Customer expressly acknowledges and agrees that the System and the Service is provided on an “as is” basis.
6.6 Neither party shall be liable to the other for any indirect, consequential or incidental loss or any loss of profits, goodwill, contract, reputation, business or opportunity.
6.7 The Customer warrants, undertakes and represents to Turquoise that it meets the requirements for classification as an Eligible Counterparty in accordance with the definition in the FCA handbook.
LIABILITY & WARRANTIES. Mindlogicx hereby warrants and represents that the Mindlogicx will provide the services requested pursuant to this Contract in a workmanlike and professional manner. Mindlogicx shall comply with all of its obligations under the Contract; the results and proceeds of Mindlogicx's services provided hereunder do not and will not infringe upon the copyright, trademark or service mark rights of third parties; to the best of Mindlogicx's knowledge, the results and proceeds of Mindlogicx's services provided hereunder do not and will not infringe upon the patent rights of any third parties. Mindlogicx shall indemnify JIS of any such copyright, trademark or patent infringements, if any, during the subsistence of the Contract.
LIABILITY & WARRANTIES a) The services provided by Neopost imply the use of communication networks and the intervention of various providers, on which the smooth operation of the Service depends. Neopost shall endeavor to ensure the proper functioning of this production chain, on which largely relies the performance of the Service.
b) Because communication connections between Customer and Neopost are the property and responsibility of a third-party, Neopost does not warrant the continuity and the quality of such communication connections and no warranty herein shall be subject to the continuity and quality of the provision thereof. Communication connections are subject to suspension without notice for an undeterminable amount of time due to events beyond Neopost’s control and not due to its fault or negligence. Customer agrees that under no circumstances shall Neopost be liable for any failure or malfunction of the communication networks, particularly those causing delays in delivery of Documents and/or total or partial loss or destruction of Customer’s data.
c) Neopost’s liability is limited to direct and foreseeable damages. Accordingly, Neopost shall under no circumstances be held liable for indirect or unforeseeable damages, whether they are material or non-material, in particular for any operating, financial or data loss or for any loss of income, turnover, profit or customers.
d) The total cumulative liability of Neopost for any damages arising from failure to perform or improper performance of this Agreement or any other cause attributable to Neopost is limited to Customer’s direct and foreseeable damage, but shall not exceed the total amounts, net of taxes, actually paid to Neopost under this Agreement in the 3 month period immediately preceding the alleged breach.
e) Any invocation of Neopost’s liability by the Customer shall be made by registered mail with return receipt within 12 months following the event giving rise to such claim. Any fact challenged shall be duly substantiated. Customer releases Neopost from any and all liability and claims resulting from misconduct that Customer does not report to Neopost in accordance with this procedure.
f) Customer shall act in good faith and in a commercially reasonable manner to mitigate any damages it may suffer. Neopost shall not be bound to cover the losses in the event of failure by the Customer to take protective steps after suffering an injury or loss.
LIABILITY & WARRANTIES. (a) Except as set forth in Section 3.7(a) of the Disclosure Schedule, there are no material design, manufacturing or other defects, latent or otherwise, with respect to any products or services (including cloud or hosting services) sold or licensed by any Company Member within the past three (3) years that (i) violate any applicable Legal Requirements in any material respect, (ii) have resulted in or, to the Knowledge of the Company, could reasonably be expected to result in a breach of any warranties made by any Company Member to any customer, whether express or implied, (iii) have resulted in or, to the Knowledge of the Company, could reasonably be expected to result in the obligation for any Company Member to defend or indemnify any claims, actions, losses, suits, proceedings or other damages, or (iv) have resulted in or, to the Knowledge of the Company, could reasonably be expected to result in a claim against any Company Member’s insurance coverage by any customer (including under additional insured status given to any customer). There have been no incidents of tampering, introduction of disabling code or viruses, or unauthorized modification by any Company Member or its employees or agents, or, to the Knowledge of the Company, any other third parties. A true and complete copy of each standard warranty, service level commitments and indemnification obligation of the Company Members for sales or licenses of products or sales of services (including cloud or hosting services) by the Company Members are included in Section 3.7(a) of the Disclosure Schedule. No Company Member has modified or expanded its warranty, service level commitments or indemnification obligation in any material respect to any customer beyond that set forth in such standard warranties, service level commitments or indemnification, except as set forth in Section 3.7(a) of the Disclosure Schedule. No Company Member has any material outstanding liability for service level credits, refunds, early termination liability or losses, or repair or replacement of any products or services or other damages in connection therewith in excess of any warranty reserve expressly and separately established with respect thereto in the Financial Statements.
(b) Section 3.7(b) of the Disclosure Schedule contains a description of all product or service liability litigation and material claims relating to products manufactured or sold or licensed, or relating to services (including cloud and hosting servi...
LIABILITY & WARRANTIES. Section 5.20 of the Buyer Disclosure Schedule contains a description of all product or service liability litigation and material claims relating to products manufactured or sold or licensed, or relating to services (including cloud and hosting services) sold, by Sangoma or its Subsidiaries, which are currently pending or which, to the Knowledge of Sangoma, are threatened or which have been asserted in writing or commenced against Sangoma or its Subsidiaries within the past three (3) years. Except as disclosed in Section 5.20 of the Buyer Disclosure Schedule and to the Knowledge of Sangoma, there are not, and during the last three (3) years there have not been, any material disputes or controversies involving any customer, distributor, supplier or any other Person regarding the performance, service level commitments, quality, merchantability or safety of or defect in, or involving a claim of breach of warranty or service level commitment, or written or oral notice for indemnification claims to be defended by Sangoma or any of its Subsidiaries which has not been fully resolved with respect to, or involving a claim for, product liability damages or any other defects or performance failures directly or indirectly caused by any product manufactured, licensed or sold, or services (including any cloud or hosting services) sold, by Sangoma or any of its Subsidiaries. To the Knowledge of Sangoma, except in the ordinary course of business, none of the hardware products sold by Sangoma or any of its Subsidiaries within the past three (3) years has been the subject of any material replacement, retrofit, physical or digital modification or recall campaign by Sangoma or any of its Subsidiaries (voluntary or otherwise), and there is no reasonable basis for any material replacement, retrofit, physical or digital modification or recall relating to such products outside the ordinary course of business.
LIABILITY & WARRANTIES. 13.1 Each Party warrants that it will perform its tasks in accordance with this Agreement, and with applicable supranational, national, and local laws and regulations and the current state of the art; furthermore, neither of the Parties gives any warranties concerning the accuracy and completeness of the information disclosed and of objects transferred or concerning the non-existence of rights of third parties. However, each Party guarantees to all other Parties that third parties’ rights are fully respected as well as all third parties’ rights of use needed for performing each Party’s tasks in accordance with this Agreement are adequately licensed from its owners.
13.2 The Parties shall have no liability to each other for any claims, demands, losses, costs, or damages suffered by one of the other Parties or purchasers or users of such products, or any other party, which may result from personal injury, death, or property damage related to the manufacture, use, or sale of such products.
13.3 In the event that COMPANY decides to commercialize products and/or services based on the results of the Project, COMPANY shall bear the sole responsibility for the conception, use, and commercialization of such products or services and shall be liable toward third parties in connection with this conception, use or commercialization. COMPANY agrees to indemnify and defend the other Parties against any such claim from third parties brought against X and/or Y and to maintain the adequate insurance coverage required pursuant to this section.
13.4 COMPANY guarantees that each Party
LIABILITY & WARRANTIES. 1. The Sellers accept joint and several liability to the Purchaser that the following are true as of the Transfer Date:
a. The Sellers have the right to freely dispose of the assets described in ss 1 and ss 2 of this Agreement without requiring the consent of third parties and without infringing on the rights of any third parties. The Sellers possess the legal and economic ownership to all assets and rights to be sold pursuant to ss 1 and ss 2 of this Agreement which are free from encumbrances of any kind as well as being free from rights in favor of third parties.
b. The Sellers warrant the existence of the rights in ss 1 of this Agreement within the meaning of ss 000 XXX (Xxxxxx Civil Code). The Purchaser confirms that the Sellers have informed it that they have made no special investigation as to possible rights of third parties that may conflict with those rights described in ss 1 of this Agreement.
2. The parties hereto agree that defects in the development of software, even under application of the greatest care, cannot be fully excluded. As to the trademark in s 1 of this Agreement, the Sellers are only liable in cases in which the rights of third parties existed as of the date of the conclusion of this Agreement and that the Sellers knew or had reason to know of such rights of third parties. The Sellers provide no warranties beyond those expressly stated in this Agreement and any liability is limited to the amount of the purchase price (ss 4 (1)).
3. The Purchaser has in cooperation with the Sellers in the course of a shortened due diligence reviewed the conditions affecting the acquisition of the business of the Sellers and declares that it has made use of its rights of examination and consultation during the negotiations leading to this Agreement.
4. The Sellers are not liable for a claim by Purchaser which arise because of the transfer of the source codes without documentation asserted. Purchaser declares that the production of the documentation shall be performed during the course of the transition phase (ss 6).
LIABILITY & WARRANTIES
