Representations and Warranties Disclaimers. 1) SELLER DOES NOT, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND SELLER SHALL NOT, BY THE EXECUTION AND DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION WITH CLOSING, MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER, WITH RESPECT TO THE PROPERTY, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, SELLER MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIED WARRANTY AS TO: (I) MATTERS OF TITLE (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE SET FORTH IN THE DEED AT CLOSING), (II) ZONING, (III) TAX CONSEQUENCES, (IV) PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, LAWS, RULES, REGULATIONS, ORDERS AND REQUIREMENTS PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE OR DISPOSAL OF ANY TOXIC OR HAZARDOUS WASTE OR TOXIC, HAZARDOUS OR REGULATED SUBSTANCE AND FURTHER INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE AND COMPENSATION AND LIABILITY ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, THE CLEAN WATER ACT, THE SOLID WASTE DISPOSAL ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE OIL POLLUTION ACT, THE FEDERAL CLEAN AIR ACT, THE FEDERAL INSECTICIDE, FUNGICIDE AND RODENTICIDE ACT, AND ANY AND ALL STATE LAWS SIMILAR TO THE FOREGOING, EACH AS MAY BE AMENDED FROM TIME TO TIME, AND INCLUDING ANY AND ALL REGULATIONS, RULES OR POLICIES PROMULGATED THEREUNDER (HEREIN COLLECTIVELY CALLED THE “ENVIRONMENTAL LAWS”), (V) VALUATION, (VI) GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, (VII) THE USE, INCOME POTENTIAL, EXPENSES, OPERATION OR CHARACTERISTICS OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF SUITABILITY, HABITABILITY, MERCHANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC PURPOSE OR FOR A PARTICULAR PURPOSE, OR GOOD OR WORKMANLIKE CONSTRUCTION, (VIII) THE NATURE, MANNER, CONSTRUCTION, CONDITION, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE IMPROVEMENTS, ON THE SURFACE OR SUBSURFACE THEREOF WHETHER OR NOT OBVIOUS, VISIBLE OR APPARENT, (IX) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY, (X) THE SOIL CONDITIONS, DRAINAGE, FLOODING CHARACTERISTICS, UTILITIES OR OTHER CONDITIONS EXISTING IN, ON OR UNDER THE PROPERTY, AND (XI) THE PRESENCE OR EXISTENCE OF MOLD OR OTHER ORGANISMS, LEAD BASED PAINT OR WATER PENETRATION IN OR ABOUT THE IMPROVEMENT...
Representations and Warranties Disclaimers. 14.1 Each of Pfizer and Ideaya represents and warrants to the other that it has the full right and authority to enter into this Agreement and to grant the rights and licenses that it purports to grant hereunder and that this Agreement constitutes a legal and valid obligation binding upon such Party, enforceable in accordance with its terms.
Representations and Warranties Disclaimers. (a) By Each Party. Each party represents and warrants to the other as follows:
Representations and Warranties Disclaimers. 13.1 Each of Lilly and Athenex represents and warrants to the other that it has the full right and authority to enter into this Agreement. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.
Representations and Warranties Disclaimers. 13.1 Each of Syndax and Merck represents and warrants to the other that ***.
Representations and Warranties Disclaimers. 13.1 Each of Vaccinex and Merck represents and warrants to the other that (a) it has the full right and authority to enter into this Agreement and to perform its obligations hereunder (including its Compound supply obligations); (b) it has the full right and authority to grant the licenses hereunder that it purports to grant; and (c) subject to Sections 3.10 and 3.11, it has not entered into, and during the term of the Agreement will not enter into, any agreement or arrangement with any Third Party which would (i) prevent the Parties from performing the Study; or (ii) prevent either Party or both Parties from pursuing any additional studies with respect to the Combination; or (iii) violate the exclusivity obligations of such Party during the periods set forth in Sections 3.10 and 3.11, as applicable.
Representations and Warranties Disclaimers. Company represents and warrants that (a) Company will perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement; (b) Company will comply with all applicable state and federal laws, rules and regulations in connection with Company’s performance hereunder; (c) Company will use commercially reasonable efforts not to introduce, or permit any person under its direction or control to introduce, any Harmful Code into Customer’s systems; (d) Company will not discourage another third party from doing business with Customer; and (e) Company is not under, and shall not during the term hereof enter into or be under, any obligation, covenant or restriction which would or might operate to prevent or restrict Company from performing Company’s obligations under this Agreement, or which may give rise to any conflict of interest between Company and Customer. Except as specified herein, Company makes no additional representation, warranty or guaranty, express or implied, concerning the Services including, but not limited to, the availability or timeliness of the performance of any Services. Customer represents, warrants, and covenants to Company that (i) Company’s performance of the Services under this Agreement for any translation or interpretation of documents or conversations (whether live or recorded), does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or violate any applicable law; and (ii) Customer will not discourage another third party from doing business with Company.
Representations and Warranties Disclaimers. Section 8.1 Representations 11 Section 8.2 Disclaimer of Warranties 12 ARTICLE IX TERM; TERMINATION Section 9.1 Term 12 Section 9.2 Termination 12 Section 9.3 Effects of Termination 13 ARTICLE X DISPUTE RESOLUTION Section 10.1 Jurisdiction; Service 14 Section 10.2 Remedies 14 ARTICLE XI
Representations and Warranties Disclaimers. Section 8.1 Representations 11 Section 8.2 Disclaimer of Warranties 12 ARTICLE IX TERM; TERMINATION Section 9.1 Term 12 Section 9.2 Termination 12 Section 9.3 Effects of Termination 13 ARTICLE X DISPUTE RESOLUTION Section 10.1 Jurisdiction; Service 14 Section 10.2 Remedies 14 ARTICLE XI GENERAL Section 11.1 Notices 14 Section 11.2 No Assignment 15 Section 11.3 Costs and Expenses 15 Section 11.4 Effect of Waiver or Consent 15 Section 11.5 Amendment 15 Section 11.6 Authority 15 Section 11.7 Governing Law 15 Section 11.8 Further Assurances 15 Section 11.9 Severability 15 Section 11.10 Counterparts 16 Section 11.11 Entire Agreement 16 Section 11.12 No Third Party Beneficiaries 16 Schedule A Licensed Marks Schedule B Territory Schedule C Notices TRADEMARK LICENSE AGREEMENT, dated December 22, 2011 (this “Agreement”), between Third Point LLC, a Delaware limited liability company (“Licensor”), and Third Point Reinsurance Company Ltd., a Bermuda Class 4 insurance company (“Licensee”, and together with Licensor, the “Parties”).
Representations and Warranties Disclaimers. (a) By IPS. IPS represents and warrants to the Company that: (i) IPS ------ has all right, power and authority to enter into and perform its obligations set forth in this Agreement in accordance with its terms without the consent of any third Person; (ii) the IPS Application Software as delivered to the Company will not infringe or violate any Intellectual Property of any third Person; (iii) all Services provided herein shall be provided in a professional and workmanlike manner.
