Provider’s Warranties. 4.1 The Provider warrants, represents and undertakes that:
(a) it has full power and authority to enter into this contract and to deliver the Services, and that all necessary approvals and Consents have been obtained and are in full force and effect;
(b) the execution of this contract does not and shall not contravene or conflict with its Governing Documents or any legal obligations (including under contract) to which it is subject;
(c) any information provided by the Provider is in all material respects accurate and not misleading, and since its provision there has not been any material change to that information or to the Provider’s position or developments that would have adversely affected the decision of a reasonable public sector funder to fund the Services substantially on the terms of this contract;
(d) to the best of its knowledge, nothing shall have, or is likely to have, a material adverse effect on its ability to deliver the Services (assuming receipt of the Funding); and
(e) it has, and shall maintain, adequate insurances in respect of the Services in accordance with clause 35.
Provider’s Warranties. The Provider warrants that it is entitled to supply the Original Biological Resources, and that such resources have been processed in compliance with all applicable laws, rules and regulations. It is expressly agreed that the Provider does not warrant or guarantee that the Original Biological Resources will be either safe or accurate, complete, or useful for any particular purpose. Furthermore, the Provider offers no warranty that the pro- cessing of Original Biological Resources and/or Modifications The Recipient and the Recipient’s authorized users shall not
(i) provide any Results to third party, except as expressly permitted in this Agreement; or (ii) sell, lease, sublicense, copy or provide the Biological Resources to any third party, except as expressly permitted in this Agreement. It is expressly understood that the Original Biological Material and Modifications as such may not be used for therapeutic purpose in humans. Furthermore, the Parties agree that the Original Biological Resources shall not be transferred to or accessed by any third party, for any purposes whatsoever, without the prior written agreement of the Provider and in compliance with the Research Participant’s informed consent. will not infringe or violate any patent or other proprietary
Provider’s Warranties. 9.1 At the date of this Specific Services Agreement and throughout the term of this Specific Services Agreement, the Provider warrants and continues to warrant that:
(a) The individuals delivering the Services on behalf of the Provider will have and maintain all qualifications required for the delivery of the Services;
(b) The individuals delivering the Services on behalf of the Provider will hold any practicing certificate/s (and will be registered with the appropriate New Zealand statutory body) required for the delivery of the Services;
(c) The individuals delivering the Services on behalf of the Provider have the necessary experience, competency and availability to deliver the Services in accordance with the terms of this Specific Services Agreement; and
(d) The Provider will immediately advise Health Hawke’s Bay of any circumstances that may impact upon compliance with paragraphs (a) to (c) above.
Provider’s Warranties. The Provider warrants that:
5.1 the contents of all documents and all other information concerning the Provider supplied to BVSC during the course of correspondence leading to the execution of this Agreement, were, when given, true, accurate and complete in all material respects and there is no fact or matter which has not been disclosed in writing which renders any such documents or information untrue or misleading at the date of this Agreement or which on the basis of the utmost good faith ought to be disclosed to BVSC; and
5.2 it is free to enter into this Agreement and not aware as at the date of this Agreement of anything within its reasonable control which might or will adversely affect its ability to fulfil its obligations under this Agreement.
Provider’s Warranties. 3.1 The Provider warrants, represents and undertakes that:
3.1.1 it has full power and authority to enter into this contract and to deliver the Services, and that all necessary approvals and consents have been obtained and are in full force and effect;
3.1.2 the execution of this contract does not and shall not contravene or conflict with its Governing Documents or any legal obligations (including under contract) to which it is subject;
3.1.3 it is a properly constituted entity and it is fully empowered by the terms of its constitutional documents to enter into and to carry out its obligations under this contract and the documents referred to in this contract;
3.1.4 any information provided by the Provider is in all material respects accurate and not misleading, and since its provision there has not been any material change to that information or to the Provider’s position or developments that would have adversely affected the decision of a reasonable public sector funder to fund the Services substantially on the terms of this contract;
3.1.5 to the best of its knowledge, nothing shall have, or is likely to have, a material adverse effect on its ability to deliver the Services (assuming receipt of the Funding); and it has, and shall maintain, adequate insurances in respect of the Services;
3.1.6 unless otherwise set out in the Services and/or as otherwise agreed in writing by the Parties, it has and/or shall procure all resources, equipment, consumables and other items and facilities required to provide the Services;
3.1.7 receipt of the Services by or on behalf of HEE and use of the Provider Outputs or of any other item or information supplied or made available to HEE as part of the Services will not infringe any third party rights, to include without limitation any Intellectual Property Rights;
3.1.8 it has and shall maintain a properly documented system of quality controls and processes covering all aspects of its obligations under this contract and/or under Law and/or Guidance and shall at all times comply with such quality controls and processes;
3.1.9 it shall not make any significant changes to its system of quality controls and processes in relation to the Services without notifying HEE in writing at least twenty one (21) Business Days in advance of such change (such notice to include the details of the consequences which follow such change being implemented);
3.1.10 without prejudice to any specific notification requirements set out in this contra...
Provider’s Warranties. Provider agrees to initiate and consummate all actions necessary to enable it to enter into this Agreement. Provider warrants that there is no provision of its charter, by-laws or any rules, regulations, or legislation which prohibits, voids, or otherwise renders unenforceable against Provider any provision or clause of this Agreement. Provider warrants further that it has paid all Federal, State, and local taxes levied or imposed and will continue to do so, excepting only those which may be contested in good faith, that Provider has or will obtain all licenses, permits or other authorizations required to meet the obligations assumed hereunder and that Provider will comply with all lawful statutes, ordinances, rules, and regulations as may apply to the obligations assumed hereunder.
Provider’s Warranties. The Provider shall not share or provide access to any Data or Materials under this Agreement
Provider’s Warranties. Provider offers the following warranties for the Services:
i. The Services provided to Customer under the Agreement will perform in all material respects in accordance with its applicable, then-current Documentation; (2) subject to Section 4(c), neither a Service nor its features or functionality will be materially reduced during a Subscription Term (provided, however, reductions may take effect upon expiration of a Subscription Term with at least ninety (90) days' written notice to Customer); and (3) Provider will use commercially reasonable efforts to ensure the Provider Technology provided to Customer contains no computer virus, Trojan horse, worm, or other similar malicious code; provided, however, Provider does not warrant that the Provider Technology is free from all bugs, errors, or omissions.
ii. The warranties in this Section 9(b) do not apply to the extent that the Service, systems, or software have been modified by persons other than Provider's employees or persons authorized by Provider.
Provider’s Warranties.
19.1 subject to clause 29, the Services will be performed personally by Provider Personnel;
19.2 Provider Personnel are competent and suitably qualified and experienced in dealing with and delivering programmes to students in order to undertake the Services;
19.3 the Services will be performed to the highest professional standards;
19.4 the Services will conform to any legally applicable standards;
19.5 Provider Personnel will perform the Services in accordance with the Minister’s instructions and the Services Specifications described in the Schedule 2;
19.6 before entering into this Deed it has disclosed to the Minister all past, current and anticipated interests of the Provider and Provider Personnel which may conflict with or restrict the performance by the Provider of its obligations under this Deed or the performance of Services for the Minister fairly and independently;
19.7 it will not, and it will ensure that any Provider Personnel does not, during the Term, engage in any activity or obtain any interest likely to conflict with or restrict Provider Personnel in the performance of Services for the Minister fairly and independently and that it must immediately disclose to the Minister any such activity or interest.
Provider’s Warranties. The Provider warrants that it is entitled to supply the Original Biological Resources, and that such resources have been processed by it in compliance with all applicable laws, rules and regulations. The Provider does not warrant or guarantee that the Biological Resources will be either safe or accurate, com- plete, or useful for any particular purpose. Furthermore, the Provider offers no warranty that the pro- cessing of Biological Resources will not infringe or violate any patent or other proprietary rights of any third party.
