Party Warranties. The Parties warrant:
(a) Each has authority to enter into this CRADA;
(b) The signatories have authority to sign on behalf of their organization;
(c) Neither they nor any of their personnel involved in this CRADA are debarred or suspended by any agency of Government, or are excluded from any Federal health care program, or have received notice of intent to seek such action; and
(d) No person or organization that becomes debarred or suspended during the performance of this CRADA shall be allowed to provide services or to participate in research under this CRADA.
Party Warranties. This Service may require Dell to access devices or software that is not manufactured by Dell. Some manufacturers’ warranties may become void if Dell or anyone else other than the manufacturer services these devices or software. It is Customer’s responsibility to ensure that Dell’s performance of Services will not affect such warranties or, if it does, that the effect will be acceptable to Customer. DELL IS NOT RESPONSIBLE FOR THIRD PARTY WARRANTIES OR FOR ANY EFFECT THAT THE DELL SERVICES MAY HAVE ON THOSE WARRANTIES. Assignment & Transferability. Dell may assign these Services and/or Service Description in whole or in part to qualified third party service providers. This Service is not transferable by Customer.
Party Warranties. Each Party hereby represents and warrants that:
(a) it will perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any patent, trade secret, copyright or other intellectual property right of the other Party, the respective Affiliates of the other Party or any third party;
(b) it has all requisite corporate power and authority to enter, and fully perform pursuant to, into this Agreement;
(c) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and properly authorized by all requisite corporate action on its part;
(d) this Agreement has been duly executed and delivered by such Party; and
(e) this Agreement is the legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (assuming the due authorization, execution, and delivery by the other Party).
Party Warranties. 23 15.3 Disclaimers............................................ 23
Party Warranties. Basic Hardware Service may require that Dell access hardware or software that is not manufactured by Dell. Some manufacturer’s warranties may become void if Dell or anyone other than the original manufacturer performs work on their products. It is the Customer’s responsibility to ensure that Dell’s and/or its Authorized Reseller service performance do not affect such warranties or, if it does, that the effect will be acceptable to the Customer. DELL AND DELL’S AUTHORIZED RESELLERS DO NOT TAKE RESPONSIBILITY FOR THIRD PARTY WARRANTIES OR FOR ANY EFFECT THAT THE DELL SERVICES MAY HAVE ON THOSE WARRANTIES. • Onsite Obligations. For Onsite Service Services, the Customer must provide free, safe and sufficient access to the Customer’s facilities and the Supported Product(s). Sufficient access includes ample working space, electricity and a local telephone line. A monitor or display, a mouse and a keyboard should also be provided to the Technician if the Supported Product does not already include those items.
Party Warranties. Each party warrants for the benefit of each other party that:
(a) (Incorporation) it is validly incorporated, organized and subsisting in accordance with the laws of its place of incorporation;
(b) (Power and capacity) it has full power and capacity to enter into and perform its obligations under this agreement;
(c) (Corporate authorizations) all necessary authorizations for the execution, delivery and performance by it of this agreement in accordance with its terms have been obtained;
(d) (No legal impediment) its execution, delivery and performance of this agreement complies with its constitution and does not constitute a breach of any law or obligation, or cause a default under any agreement by which it is bound; and
(e) (No trust) it enters into and performs this agreement on its own account and not as trustee for or nominee of any other person.
Party Warranties. Each Party represents and warrants to the other that:
i. it is not a party to any agreement or business relationship that prevents it from carrying out its obligations under this Agreement;
ii. it has the right and full corporate power to enter this Agreement; and
iii. This Agreement creates legal, valid and binding obligations on it and is enforceable against it in accordance with its terms.
Party Warranties. Each Joint Venturer warrants for the benefit of the other Joint Venturer that:
(a) (Incorporation) it is validly incorporated, organised and subsisting in accordance with the Laws of its place of incorporation;
(b) (Power and capacity) it has full power and capacity to enter into and perform its obligations under this Agreement;
(c) (Corporate authorisations) all necessary authorisations for the execution, delivery and performance by it of this Agreement in accordance with its terms have been obtained;
(d) (No legal impediment) its execution, delivery and performance of this Agreement complies with its constitution and does not constitute a breach of any Law or obligation, or cause a default under any agreement by which it is bound; and
(e) (No trust) it enters into and performs this Agreement on its own account and not as trustee for or nominee of any other person.
Party Warranties. (a) Each party represents and warrants to each of the other parties that each of the following statements is true, accurate and complete and not misleading as at the Effective Date:
(i) it is duly incorporated and validly exists under the law of its place of incorporation;
(ii) the execution and delivery of this agreement has been properly authorised by all necessary corporate action;
(iii) it has full corporate power and lawful authority to execute and deliver this agreement and to consummate and perform or cause to be performed its obligations under this agreement;
(iv) this agreement constitutes a legal, valid and binding obligation on it enforceable in accordance with its terms;
(v) the execution, delivery and performance by it of this agreement does not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under:
(A) any provision of its constitution;
(B) any material term or provision of any security arrangement (including any Security Interest), undertaking, agreement or deed to which it is bound;
(C) any writ, order or injunction, judgement or law to which it is a party or is subject or by which it is bound;
(vi) no Insolvency Event has occurred in relation to it; and
(vii) so far as it is aware, there are no facts, matters or circumstances which give any person the right to apply to liquidate it or wind it up.
(b) Each party acknowledges that each of the other parties has entered into this agreement in reliance on the warranties provided in clause 2.16(a).
(c) Each of the warranties in clause 2.16(a) must be construed independently and is not limited by reference to another warranty provided in clause 2.16(a).
(d) Each party indemnifies each of the other parties against any Loss which the other party may incur to the extent caused by any breach of the warranties provided in clause 2.16(a).
Party Warranties. Each Party warrants, at the date of this Agreement, that:
(a) it has obtained all necessary Authorisations for its participation in the Development Activities including from all relevant Governmental Authorities whether located in Australia or elsewhere; and
(b) by executing this Agreement it will not breach the terms of any Authorisations, its constituent documents or other agreement to which it is a party. Xxxxxxx + Xxxxx | page | 27
