Representations and Warranties; Disclaimer of Other Warranties Sample Clauses

Representations and Warranties; Disclaimer of Other Warranties. Seller warrants and represents that its employees and agents will perform under this Consulting Services Agreement in a timely, professional and workmanlike manner in accordance with the highest standards of care and diligence practiced in the industry. Seller warrants and represents that the Software will perform all functions according to the provisions of this Consulting Services Agreement, the Technology Purchase Agreement and the Statement of Work Agreements. Seller warrants and represents that the Software as delivered to Buyer will not violate the intellectual property rights of any third party. Seller warrants and represents that the Software, when delivered to Buyer, will not contain any code, back door, flaw or other matter that would allow Seller’s employees or any third party to access any secured information of Buyer or Buyer’s customers, or to access the Software without the knowledge or prior consent of Buyer. Except for the representations and warranties expressly included in this Consulting Services Agreement, Seller makes no (and hereby disclaims all) warranties, express or implied, including the implied warranties of merchantability, accuracy, non-interference with enjoyment and fitness for a particular purpose. The parties agree that the representations and warranties of Seller set forth in the first two paragraphs of this section 7 shall continue for a period of one (1) year after the Software is fully developed and in production. The representations and warranties of Seller otherwise set forth in this Consulting Services Agreement shall continue for a period of five (5) years after the software is fully developed and in production.
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Representations and Warranties; Disclaimer of Other Warranties. INDEMNIFICATION, INSURANCE, LIMITATION OF LIABILITY
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Representations and Warranties; Disclaimer of Other Warranties. Seller warrants and represents that the Technology will perform all material functions according to this Technology Purchase Agreement and each Statement of Work Agreement. Seller warrants and represents that its employees and agents will perform under this Technology Purchase Agreement in a timely, professional and workmanlike manner in accordance with the highest standards of care and diligence practiced in the industry. Seller warrants and represents that it owns all title, ownership and intellectual property rights in and to the Technology, that no third party has any interest, right or license in and to the same, and that the Technology as sold and delivered to Buyer hereunder will not violate or infringe upon any patent, copyright or other intellectual property right or interest of any third party. Seller warrants and represents that the Technology, when delivered to Buyer, will not contain any code, back door, flaw or other matter that would allow Seller’s employees or any third party to access any secured information of Buyer or its customers, or to access the Technology without the knowledge or consent of Buyer. Seller warrants and represents that the sale described herein is not a sale or transfer of all or substantially all of Seller’s business or business assets Except for the representations and warranties expressly included in this Technology Purchase Agreement, Seller makes no (and hereby disclaims all) warranties, express or implied, including the implied warranties of merchantability, accuracy, non-interference with enjoyment and fitness for a particular purpose. The Parties agree that the representations and warranties of Seller set forth in the first two paragraphs of this section 10 shall survive the Closing Date for a period of one (1) year. The representations and warranties of Seller otherwise set forth in this Technology Purchase Agreement shall survive the Closing Date for a period of five (5) years.
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Related to Representations and Warranties; Disclaimer of Other Warranties

  • Disclaimer of Other Representations and Warranties EACH OF THE ACQUISITION ENTITIES HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE IV, NEITHER SPAC NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING, OR SHALL BE DEEMED TO MAKE ANY (AND EACH OF THE ACQUISITION ENTITIES HEREBY EXPRESSLY DISCLAIMS RELIANCE ON ANY) REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO ANY OF THE ACQUISITION ENTITIES, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO SPAC OR ANY OF ITS BUSINESSES, ASSETS OR PROPERTIES, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO CONDITION, VALUE, QUALITY, MERCHANTABILITY, USAGE, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THE CONTRARY: (A) NEITHER SPAC NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO MAKE TO ANY OF THE ACQUISITION ENTITIES, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY THIRD PARTY ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY SPAC IN ARTICLE IV; AND (B) NEITHER SPAC NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING OR SHALL BE DEEMED TO MAKE TO ANY OF THE ACQUISITION ENTITIES, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY THIRD PARTY ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO: (I) THE INFORMATION DISTRIBUTED OR MADE AVAILABLE TO THEM BY OR ON BEHALF OF SPAC IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS; (II) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (III) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR SIMILAR ITEM RELATING TO SPAC OR ITS BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS OR PROJECTED OPERATIONS. EACH OF THE ACQUISITION ENTITIES HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY PROMISE, REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN ARTICLE IV OF THIS AGREEMENT.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to the Company and each Shareholder as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE TRANSITORY SUBSIDIARY.....................................................26 3.1 Organization, Qualification and Corporate Power........................26 3.2 Capitalization.........................................................26 3.3

  • Representations and Warranties of Licensor Licensor hereby represents and warrants to Licensee as follows:

  • Representations and Warranties of RPS RPS represents and warrants to the Fund that:

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