Performance and Warranties Sample Clauses

Performance and Warranties. 5.1 The Commissioner appoints the Contractor to provide the Services commencing on the Commencement Date and continuing for the duration of this Agreement in consideration of the Annual Contract Value, and in accordance with and subject to the provisions of this Agreement. 5.2 Each of the parties warrants that it has power to enter into this Agreement and has obtained any necessary approvals to do so. 5.3 The Contractor warrants that the Contractor satisfies the conditions set out in Regulation 5 of the PMS Regulations. 5.4 In complying with this Agreement, in exercising its rights under this Agreement and in performing its obligations under this Agreement the Contractor must act reasonably and in good faith and shall cooperate fully with the Commissioner at all times. 5.5 Each party warrants to the other that it has not relied on any representation or agreement whether written or oral not expressly set out or referred to in this Agreement. 5.6 The Contractor warrants that it has used all reasonable endeavours to ensure: 5.6.1 all information in Writing provided to the Commissioner in seeking to become a party to this Agreement was, when given, true and accurate in all material respects, and in particular, that the Contractor satisfied the conditions set out in Regulation 5 of the PMS Regulations; 5.6.2 no information has been omitted which would make the information that was provided to the Commissioner materially misleading or inaccurate; 5.6.3 no circumstances have arisen which materially affect the truth and accuracy of such information; 5.6.4 it is not aware as at the date of this Agreement of anything within its reasonable control which may or will materially adversely affect its ability to fulfil its obligations under this Agreement. 5.7 To the best of the Commissioner’s knowledge after due enquiry by the Commissioner, the Commissioner warrants that it has used all reasonable endeavours to ensure: 5.7.1 all information in Writing which it provided to the Contractor specifically to assist the Contractor to become a party to this Agreement was, when given, true and accurate in all material respects; 5.7.2 no information has been omitted which would make the information that was provided to the Contractor materially misleading or inaccurate; 5.7.3 no circumstances have arisen which materially affect the truth and accuracy of such information.

Performance and Warranties. Crayon warrants that it shall perform its obligations in a professional and workmanlike manner in accordance with generally accepted industry standards. To the maximum extent permissible by law, all conditions and warranties which may be excluded by applicable law are hereby expressly excluded. No express conditions or warranties are made by Crayon except those expressly provided by Crayon in this Agreement. Customer acknowledges that Crayon only provides Licenses according to the relevant XXXX and PT or other terms and conditions for the use of the Licenses, which may include a limited warranty from Licensor. All of Customer’s rights and remedies regarding the Licenses, warranty, liability, and indemnity will be determined by the relevant XXXX, PT or other terms and conditions for the use of the Licenses. Customer shall sign or accept an XXXX, PT or other terms and conditions for the use of the Licenses with the Licensor before using Licensor’s software or services. The XXXX/PT or other terms and conditions for the use of the Licenses will state all warranties and representations for the Licenses granted. Crayon does not give any warranties or representations for any Licenses or software. Both Parties warrant to the other Party that: i) It has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative; ii) it has the authority to grant any rights to be granted under this Agreement; and iii) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the other Party and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement.

Performance and Warranties. 2.1 CLSI shall perform the Services applying reasonable skill and ability and will use all reasonable efforts to provide the Services within the time schedule specified by the approved User Proposal and Beamtime Request. The User Institution acknowledges and agrees however that: 2.1.1 CLSI will employ reasonable diligence in its provision of Services or the Users employment of the Facility however the information supplied, and advice or opinions provided are based upon the experience of CLSI and its personnel and there is no representation that information supplied, advice given or opinions expressed by CLSI are free of error or correct. 2.1.2 There is no representation that the use of the Facility or the provision of Services will generate the desired or anticipated results. 2.1.3 If the Facility is not available or becomes unavailable for timely completion of the Services or the Services are otherwise delayed, CLSI is not liable for such delay but will inform and keep the User informed as to any anticipated delays. 2.1.4 There are no warranties or representations of any nature or kind, implied or otherwise, whether relating to performance, marketability, merchantability, any fitness for purpose, or title. 2.1.5 CLSI accepts no responsibility for the subsequent use of information, or materials arising from the performance of the Services, either by the User or a third party who has obtained any such information, materials or equipment either directly or indirectly from the User or the User Institution.

Performance and Warranties. For local determination. If the Contractor has elected to be regarded as a health service body for the purposes of section 9 of the 2006 Act pursuant to regulation 9 of the PMS Regulations, then the Agreement must state that it is an NHS contract.

Performance and Warranties. The vendor warrants that all supplies and services are of first class design, construction, execution, materials, composition and quality and are properly packed in accordance with drawings, other data and AMBN's standards and specifications, and are suitable for the intended purpose, safe and compliant with any official regulations. Should more or less than the quantity agreed be delivered, or should there be any deviations, variations or differences in performance, including differences in colour, the delivery will be deemed not to be in accordance with contract unless agreed otherwise or AMBN accepts the goods expressly in writing notwithstanding. The circumstances above are indicative and not exhaustive. The vendor's warranty period will be not less than 18 months from when goods are supplied and not less than 12 months from when services are delivered. The term 'warranty period' means a period within which the vendor is bound to remedy deficiencies or redeliver promptly and free of charge, irrespective of what caused the deficiency and without prejudice to the vendor's liability under contract otherwise. The warranty period will lapse without prejudice to AMBN's rights otherwise.

Performance and Warranties. The Contractor will diligently perform and complete the Services in accordance with this Contract, “Industry Standards”, and applicable laws (as specified in section 9). Contractor’s personnel shall have the knowledge, abilities, experience and qualifications required to perform the Services and will perform the Services in a professional manner. For certainty, “Industry Standards” includes, but is not limited to: (i) the provision of any and all labour, supplies, equipment and other goods or services that are necessary and can reasonably be understood or inferred to be included within the scope of this Contract or customarily provided for services of the type specified in this Contract in similar situations, and (ii) adherence to commonly accepted norms of ethical business practices. Regarding any supplies, equipment or other goods provided in connection with the Services, the Contractor shall provide the warranties detailed in Schedule A; or, if none are detailed, then the Contractor shall at a minimum ensure that IESO shall have the full benefit of the original manufacturer’s or other applicable warranties. The Contractor will obtain information and direction from the IESO on a regular basis in the performance of the Services (through individuals formally designated by it), provided that no information or direction provided by the IESO will relieve the Contractor from its responsibility for proper performance of the Services. The Contractor acknowledges and agrees that any failure by it to perform the Services as defined in this Contract, may have a material adverse effect on the business and operations of the IESO.

Related to Performance and Warranties

PERFORMANCE/ WARRANTIES Supplier warrants and undertakes that the Deliverables will be free from defects in material and workmanship and will conform to any specifications or requirements in the Agreement or agreed upon by the Parties in writing. Supplier warrants that if any Deliverable(s) fails to meet any such specifications or requirements or is otherwise nonconforming, Supplier will, at its own cost and expense and within 10 days of its receipt of written notice of such failure, either correct such deficiency or provide a plan acceptable to Accenture for correcting such deficiency. If such deficiency is not corrected within such 10-day period or a corrective plan is not accepted by Accenture, Accenture will have the option to require Supplier to: (i) provide a full refund; or (ii) promptly replace or reperform the Deliverable(s) at no charge. All Deliverables will be subject to an inspection and acceptance by Accenture, even if the Parties have not set forth any specifications or requirements regarding the Deliverables in the Agreement.
Representations and Warranties; Performance All representations and warranties of Buyer contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer at or prior to the Closing.
Representations and Warranties True; Performance of Obligations The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.
Performance of Obligations; Representations and Warranties The Company shall have performed in all material respects each of its agreements contained in this Agreement required to be performed on or prior to the Effective Time, each of the representations and warranties of the Company contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and Parent shall have received a certificate signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer to such effect.
Representations and Warranties of Grantee Grantee hereby represents and warrants to Issuer that:
General Representations and Warranties The Contractor represents, warrants and covenants that: (i) The Contractor has all requisite power and authority to execute, deliver and perform its obligations under this Contract and the execution, delivery and performance of this Contract by the Contractor has been duly authorized by the Contractor. (ii) There is no pending litigation, arbitrated matter or other dispute to which the Contractor is a party which, if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on the Contractor’s ability to fulfill its obligations under this Contract. (iii) The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Contract. (iv) The Contractor (a) owns, or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for and related to delivery of the services and provision of the services as set forth in this Contract; (b) shall be responsible for and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and (c) none of the services or other materials or technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual property rights of any third party. (v) The Contractor has adequate resources to fulfill its obligations under this Contract. (vi) Neither Contractor nor Contractor’s subcontractors has past state or federal violations, convictions or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees.
Representations and Warranties; Performance of Agreements Company shall have delivered to Agent an Officers' Certificate, in form and substance satisfactory to Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Agent and Requisite Lenders.
Representations and Warranties of Consultant (a) Consultant has the requisite power and authority to enter into and perform his obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (b) The execution, delivery and performance of this Agreement by Consultant does not and shall not constitute Consultant’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Consultant is a party, or by which Company is or may be bound.
Client Representations and Warranties 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account will be deemed to be held by the persons as joint tenants despite any actual or constructive notice to Admiral of any partnership or other agreement between the persons. The joint holding will be only be deemed not to be held as joint tenants if Admiral expressly agrees that in writing that the persons consisting the client hold the Account as tenants in common in equal shares or by a court determination of that it is not held as joint tenants; if the Client is an investment manager or a responsible entity, the investment management agreement or fund constitution specifically empowers and authorises dealings in the Admiral Products, by the Client and on behalf of their underlying clients or investors; and such dealings are within the authorised ambit of each underlying client’s investment strategy; it will enter into Transactions pursuant to the applicable investment management agreement as investment manager or responsible entity and not otherwise; (iii) it will only deal in Admiral Products when the funds or other assets under its control are sufficient to meet the obligations which arise in connection with such dealing; and if your appointment as investment manager or responsible entity is terminated, it is authorised to arrange for Closing Out of all Transactions entered into on behalf of the Client prior to the date of such termination as soon as possible; is not an employee or the close relative of an employee of any exchange participant; you have read these Account Terms and any product disclosure statement issued by Admiral in relation to the Admiral Products and Transactions relevant to the Account (including the disclosures of significant risks); you have considered your objectives and financial situation and you have had a reasonable opportunity to obtain appropriate independent advice prior to entering into these Account Terms, and has formed the opinion that dealing in the Admiral Products is suitable for your needs and purposes; the Client is willing and able, financially and otherwise, to assume the risk of trading in high risk investments, Transactions using Margin and all other Transactions covered by these Account Terms; all information supplied to Admiral by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order with Admiral and you assume full responsibility for any Order placed with Admiral; you fully understand the relevant provisions of: the prohibition of false or misleading markets and other market manipulation as described in Applicable Laws and section 1041A of the Corporations Act; the prohibition of xxxxxxx xxxxxxx as described in section 1043A of the Corporations Act; the prohibition of false trading and market rigging as described in sections 1041B and 1041C of the Corporations Act; the prohibition of misleading and deceptive conduct described in section 1041H of the Corporations Act; and Applicable Laws and, to the extent your investing in Admiral Products have Underlying Reference Instruments which are governed by the Corporations Act, the conditions upon which short selling is permitted on the ASX and the disclosure obligations are imposed on short sellers. You will notify Admiral if you are funding your account using superannuation as that may impact your classification as a retail or wholesale client. You acknowledge to us that you have received or downloaded, and read and understood the TMD document and you agree that you are within the class of consumers described in our TMD.
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.

Performance and Warranties Sample Clauses

Filter & Search

Related Clauses

Related to Performance and Warranties