Representations and Liability Sample Clauses
The 'Representations and Liability' clause defines the statements or assurances each party makes regarding their authority, capacity, or the accuracy of information provided in the agreement, and sets out the extent to which each party is responsible for any losses arising from breaches of these statements. In practice, this clause may specify that a party guarantees it has the legal right to enter into the contract and that all information shared is true and complete, while also outlining the consequences if these assurances are false, such as financial compensation or indemnification. Its core function is to allocate risk between the parties by clarifying who bears responsibility for inaccuracies or misrepresentations, thereby promoting trust and reducing the likelihood of disputes.
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Representations and Liability. (a) The City makes no representations or warranties in respect of any of the Confidential Information, its adequacy or suitability for any purpose, and, except as expressly agreed in writing, will not be liable for any loss or damage arising from the use of any Confidential Information howsoever caused.
Representations and Liability. 6.1 Recipient acknowledges that any Original Material and Associated Personal Data delivered to it under this Agreement is experimental in nature. Other than those contained in this Agreement, Provider makes no representations nor extends any warranties of any kind, with respect to its Material, Confidential Information and Associated Personal Data. There are no express or implied warranties of merchantability or fitness for a particular purpose, nor does Provider represent that the Material, Confidential Information and Associated Personal Data and/or any use thereof will not infringe any patent, copyright, trade secret, trademark or other rights of third parties.
6.2 Regarding the Original Material, Provider warrants that a) it was collected from Subjects who were appropriately informed and who either explicitly consented to the use of their Material for scientific research or did not object, after having been given the opportunity to do so and b) that it shall be provided under approval from the relevant ethics committee –to the extent required-, all in accordance with locally applicable laws and regulations. Regarding the Associated Personal Data, Provider warrants a) that it has verified that there is an appropriate legal ground for the provision of the Associated Personal Data to Recipient in accordance with the Applicable Data Protection Law, such as Article 6 and/or 5.1 sub b GDPR b) that there is a valid exception to the prohibition for processing personal health data (Article 9 GDPR) and c) that it shall be provided under approval from the relevant ethics committee –to the extent required-.
6.3 The Recipient acknowledges that the Material is experimental in nature and may have hazardous properties and is supplied on an “as is” basis; to the extent allowed by law, Recipient assumes all liability for damages which may arise from use, storage, transport or disposal of the Material, except for damages that are caused by gross negligence or willful misconduct of Provider.
6.4 In regards to the Associated Personal Data and personal data breaches, Recipient shall be responsible and liable for any damages, losses and fines resulting from its own actions or failures to adhere to the terms of this Agreement and Applicable Data Protection Law and Recipient shall indemnify and hold harmless Provider for any of such damages. For the purposes of this sub clause, actions or omissions of data processors contracted by Recipient, shall be attributed to Recipient.
Representations and Liability. Neither Landlord nor Landlord’s managing agent, if any, has made any warranties, representations, statements or promises with respect to the Premises, the Building, the Land, the Building systems, any additional rent, any Law or any other matter, unless expressly set forth in this lease. This lease contains the entire agreement between Landlord and Tenant with respect to the subject matter of this lease, and any previous agreements between Landlord and Tenant are merged in this lease, which alone expresses their agreement. Tenant is entering into this lease after full investigation, and is not relying on any warranties, representations, statements or promises made by Landlord or any other person not expressly set forth in this lease, and is not acquiring any rights of any nature, by implication or otherwise, except as expressly set forth in this lease. No act or omission of Landlord or Tenant, or their respective employees, agents or contractors, including the delivery or acceptance of keys, shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless it is in a writing signed by Landlord. Any employee of Landlord, Landlord’s managing agent, if any, or the Building to whom any property is entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to that property and neither Landlord nor Landlord’s managing agent, if any, shall be liable for any damages to or loss of property of Tenant or others entrusted to employees, agents or contractors of Landlord, Landlord’s managing agent, if any, or the Building. Neither Landlord nor Landlord’s managing agent, if any, shall be liable for any injury, damage or loss to Tenant, Tenant’s Property, Tenant’s Work, Tenant’s business or to any other person or property resulting from any cause, except to the extent caused by the negligence or willful misconduct of Landlord, Landlord’s managing agent, if any, or their respective employees, agents or contractors, subject to Section 13.4. If, at any time or from time to time, any windows of the Premises are temporarily closed, blocked or darkened for any reason, or permanently closed, blocked or darkened if required by any Law or due to any construction on property adjacent to the Building by any person, including Landlord or any person in which Landlord has an interest (a) Landlord shall not be liable for any loss or damage Tenant may sustain thereby, (b) Tenant shall not be ...
Representations and Liability. 6.1. No legal entity: This Agreement or the cooperation contemplated herein shall not constitute or be deemed to constitute a legal entity or partnership between the Members nor make a Member the agent or representative of another Member unless expressly stated otherwise herein. In its relations with third parties, the Consortium will not act under its own name but as a community of all its Members. The Consortium Manager shall be allowed, upon prior instruction, to act in his own name but on account of all Members concerned.
Representations and Liability. 5.1 COMPANY ACKNOWLEDGES THAT ANY MATERIAL DELIVERED TO IT UNDER THIS AGREEMENT IS EXPERIMENTAL IN NATURE. EMORY MAKES NO REPRESENTATIONS NOR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MATERIAL. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR DOES EMORY REPRESENT THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER RIGHTS OF THIRD PARTIES.
5.2 COMPANY assumes all liability for damages that may arise from its use, storage or disposal of the MATERIAL. EMORY shall not be liable to COMPANY for any loss, claim, or demand made by COMPANY, or made against COMPANY by any other party, due to, or arising from, the use of the MATERIAL by COMPANY. To the extent permitted by law, COMPANY shall indemnify, defend and hold harmless, EMORY, its trustees, assignees, agents and employees from any claim asserted against them arising from the use of the MATERIAL by COMPANY, its agents or employees.
Representations and Liability. 6.1.1 Merchants accepts liability for death or personal injury caused by the negligence of Merchants, its employees or agents.
Representations and Liability. 24 Article 24.
Representations and Liability. (a) The parties make no representations or warranties in respect of any of the Confidential Information, its adequacy or suitability for any purpose, and, except as expressly agreed in writing, will not be liable for any loss or damage arising from the use of any Confidential Information howsoever caused.
Representations and Liability