PFIZER WARRANTIES Sample Clauses

PFIZER WARRANTIES. As of the date hereof and as of the Effective Date, PFIZER hereby represents and warrants to XXXXX as follows: (a) PFIZER has the corporate power and authority to execute and deliver this Agreement and the Screening and Evaluation Agreement and to perform its obligations hereunder and thereunder, and the execution, delivery and performance of this Agreement and the Screening and Evaluation Agreement by PFIZER have been duly and validly authorized and approved by proper corporate action on the part of PFIZER, and PFIZER has taken all other action required by Law, its certificate of incorporation or by-laws or any agreement to which it is a party or to which it may be subject required to authorize such execution, delivery and performance (other than compliance with all applicable requirements of the HSR Act). Assuming due authorization, execution and delivery on the part of the Xxxxx Entities, each of this Agreement and the Screening and Evaluation Agreement constitutes a legal, valid and binding obligation of PFIZER, enforceable against PFIZER in accordance with its terms. (b) The execution and delivery of this Agreement and the Screening and Evaluation Agreement and the performance by PFIZER contemplated hereunder and thereunder does not and will not violate (subject to obtaining appropriate governmental health, pricing and reimbursement approvals) any Laws or any order of any court or Governmental Authority where such violation would have an adverse effect on XXXXX’x or its Affiliates’ rights hereunder. (c) Except for filings pursuant to the HSR Act, neither the execution and delivery of this Agreement or the Screening and Evaluation Agreement nor the performance hereof or thereof by PFIZER requires PFIZER to obtain any permits, authorizations or consents from any Governmental Authority (subject to obtaining all necessary FDA and other Governmental Authority approvals with respect to the manufacture, use or sale of the Compound and the Product) or from any other person, firm or corporation and such execution, delivery and performance will not result in the breach of or give rise to any termination of any agreement or contract to which PFIZER may be a party, except for those that would not reasonably be expected to adversely affect PFIZER’s ability to perform its obligations under this Agreement or the Screening and Evaluation Agreement. (d) To the knowledge of PFIZER, there is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, s...

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PFIZER WARRANTIES. Pfizer represents, warrants and covenants that: (a) it has the right and authority to enter into and perform its obligations under this Agreement; and (b) it will perform all of its obligations under this Agreement in accordance with all applicable governmental laws, rules and regulations.

PFIZER WARRANTIES. Pfizer covenants, represents and warrants to PDI as follows: (a) It has the full and sufficient right and authority to enter into this Agreement. (b) All necessary corporate proceedings have been taken to authorize the transactions contemplated by this Agreement. (c) It is under no contract, agreement or any other restriction that will, in any manner, impede or prevent it from performing its obligations under this Agreement or that would conflict with its obligations under this Agreement. (d) It shall maintain on a current basis all material licenses, certifications, permits and authorizations required by all applicable laws, rules and regulations and will comply with all applicable laws, rules, regulations and guidances. (e) The Project Items and other materials provided to PDI for use in providing the Services (i) do not and will not violate or in any way infringe upon the rights of third parties, including patient, property, contractual, employment, confidentiality, trademarks, trade secrets, copyright, patent, proprietary information, and non-disclosure rights and (ii) do not and will not violate any other applicable laws, rules and regulations. (f) It shall implement physical and technological measures to prevent Confidential Information of PDI or Pfizer, including Patient Data, from being disclosed to or accessed by third parties. (g) Pfizer is not debarred under subsections 306(a) or (b) of the Federal Food, Drug, and Cosmetic Act, as amended, and has not and will not use in any capacity the services of any person or entity debarred under any such law with respect to Services to be performed under this Agreement and any associated Task Order.

PFIZER WARRANTIES. Pfizer represents, warrants and covenants that: (a) WuXi’s use of the procedures described in the Specifications and use of the Pfizer Materials will not infringe the intellectual property rights of third parties; (b) it has the right and authority to enter into and perform its obligations under this Agreement, and (c) it will perform all of its obligations under this Agreement in accordance with all applicable governmental laws, rules and regulations.

Related to PFIZER WARRANTIES

Manufacturer Warranties Prior to the transfer to the Interconnected Transmission Owner of title to the Transmission Owner Interconnection Facilities built by the Interconnection Customer, the Interconnection Customer shall produce documentation satisfactory to the Interconnected Transmission Owner evidencing the transfer to the Interconnected Transmission Owner of all manufacturer warranties for equipment and/or materials purchased by the Interconnection Customer for use and/or installation as part of the Transmission Owner Interconnection Facilities built by the Interconnection Customer.
Supplier Warranties The warranties made by Supplier with respect to each Product are solely those that are contained in the product insert accompanying such Product. No other affirmation of fact or promise made by Distributor or its Suppliers, whether or not in this Agreement, by words or action shall constitute a warranty. The foregoing warranty does not extend to any Product that is modified or altered, or treated with abuse, negligence or other improper treatment. Standard Limited Warranty. Distributor shall pass on to Subdistributor so that it may pass on to the customers the Supplier’s standard limited warranty for Products, including limitations set for in subsection (b) Limitation of Liability and Warranty below. Except for the stated warranty set forth on, or included with, the Products as delivered to the Subdistributor and /or its customers, the warranty and remedy set forth in this 0 are exclusive and all other warranties, guarantees or representations, express or implied, by Distributor’s Suppliers with respect to the applicable Products, including, without limitation, warranties of merchantability and fitness for particular purpose, and any other obligation or liability of Distributor and its Suppliers to Subdistributor or to any third party with respect to the Products, are hereby excluded. This warranty is contingent upon proper use of a Product in the application for which such Product was intended and does not cover Products that were modified without Distributor or its Supplier’s prior written approval, that have expired or that were subjected to physical, chemical or electrical stress that the products were not originally designed for.
Buyer Warranties 38.1 The Buyer represents and warrants that: (a) it has full power and capacity to enter into this Contract; (b) it has the financial capacity to perform its obligations; (c) it does not require the consent of any third party to this Contract or to perform its obligations; (d) they are aware of the rights given to purchasers by sections 217-219 (inclusive)of the Act ; (e) that any alteration, variation or matter referred to in clause 13 of this Contract will not materially prejudice their position and the Buyer agrees to be bound by any such matters or alterations; (f) it has not relied on or been induced to enter into this Contract by any representation or warranty made by the Seller, a consultant of the Seller, an agent of the Seller or any other person other than as expressly set out in this Contract; (g) it has relied on its own independent investigations and enquiries about the Scheme, the development and the Lot in entering into this Contract; (h) it has had the opportunity to obtain independent legal, financial, taxation and accounting advice in relation to the Lot and this Contract; and (i) the Buyer was not introduced to the lot by any person other than the Agent. 38.2 The Buyer agrees that information in brochures, models or other material of any description in connection with the sale of the Lot are indicative only and are not to be relied on or if relied on, the Buyer acknowledges that it elects to do so at its own risk and with full understanding that the Lot and Scheme may vary from the information in those items as represented in any of them, in accordance with the terms of this Contract. Where there is any inconsistency between plans, the sizes, dimensions and measurements on the draft survey plan contained in the Disclosure Statement (as amended from time to time) prevails. 38.3 The Buyer acknowledges and agrees that it has had the opportunity, prior to signing this Contract, to obtain an independent valuation in relation to the Lot and that no representations or warranties about the likely value of the lot at completion has been made by the Seller, a consultant of the Seller, an agent of the Seller. 38.4 The Buyer acknowledges and agrees that it had the opportunity to investigate the Land and the financial viability and/or performance of any investment in the Lot prior to signing this Contract and during the statutory 5 day cooling off period.
Customer Warranties Customer warrants that (i) if an entity, it is duly organized and validly existing in good standing; (ii) it is duly authorized to execute, deliver, and perform its obligations under this Agreement; (iii) when duly executed and delivered by each Party, the Agreement will constitute Customer’s legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) it is not insolvent and is paying all of its debts as they become due; (v) any payments made pursuant to the Agreement are intended by it to be a substantially contemporaneous exchange for new value given to it; (vi) each payment made of a debt incurred by it under this Agreement is or was in the ordinary course of its business or financial affairs, and (vii) all information supplied by Customer is complete and accurate.
Seller Warranties 20.1 The Seller warrants that at the Date of this Contract: (a) the Seller will be able to complete at Completion; (b) the Seller has no knowledge of any unsatisfied judgment, order or writ affecting the Land; (c) the Seller has no knowledge of any current or threatened claims, notices or proceedings that may lead to a judgment, order or writ affecting the Land; and (d) the Seller is not aware of any material change in the matters disclosed in the Housing Development Requirements. 20.2 The Seller warrants that on Completion: (a) the Seller will have the capacity to complete; (b) there will be no unsatisfied judgment, order or writ affecting the Land; (c) the Seller has no knowledge of any current or threatened claims, notices or proceedings that may lead to a judgment order or writ affecting the Land; and (d) the Seller is not aware of any encroachments by or upon the Land except as disclosed. This warranty does not extend to the location of any dividing fence. 20.3 The Seller gives no warranties as to the present state of repair of any of the Improvements or condition of the Land, except as required by law.
Purchaser Warranties 8.1. The Purchaser warrants to the Seller as at the Execution Date, and, save as expressly provided otherwise, as at the Completion Date in terms of the warranties set out in Schedule 4 (“Purchaser Warranties”). 8.2. The Purchaser acknowledges that the Seller has entered into this Agreement in reliance on, amongst others things, the Purchaser Warranties. 8.3. If after the Execution Date (i) it is brought to the knowledge of the Purchaser that any of the Purchaser Warranties were untrue, inaccurate or misleading in any material respect as of the Execution Date, or (ii) any event occurs or any matter arises which to the knowledge of the Purchaser results or could reasonably be expected to result in any of the Purchaser Warranties being untrue, inaccurate or misleading in any material respect at Completion had the Purchaser Warranties been repeated as at the Completion Date, the Purchaser shall notify the Seller in writing as soon as reasonably practicable and in any event prior to the Completion Date. Any such notifications shall be disregarded with respect to determining whether the condition set forth in Clause 3.1(iii) has been satisfied and for the purposes of Clause 10.
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.
Other Warranties EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE ASSET, OR ANY OTHER MATTER AND, IN PARTICULAR, SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Further Warranties The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.
Your Warranties You warrant that You have validly entered into this Agreement and have the legal power to do so.