Representations and Warranties Limitation of Liability. Each party hereby represents and warrants as follows: (i) it has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof, (ii) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, (iii) tins Agreement is a legal and valid obligation binding upon it and enforceable according to its terms, (iv) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound, and (v) its Web site(s) contemplated by this Agreement (the CompleteHome Site in the case of CompleteHome, and the Co-Branded Site and the ImproveNet Site in the case of ImproveNet), and the services provided pursuant thereto, shall be of a high nature, grade and quality and shall comply with all applicable laws and regulations throughout the term of this Agreement. EXCEPT AS SET FORTH ABOVE, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, A WARRANTY OF FITNESS FOR PURPOSE OR OF MERCHANTIBILITY. OTHER THAN WITH RESPECT TO AN INDEMNIFIED CLAIM UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN THE AMOUNTS DUE FROM SUCH PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT DURING THE TERM OF THE AGREEMENT. THIS LIMITATION OF EACH PARTY'S LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THE AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.
Representations and Warranties Limitation of Liability. 7.1 Both Parties represent and warrant that it has the full right and authority to enter into this Agreement.
7.2 THE LICENSED SUBJECT MATTER AND DOCUMENTATION IS PROVIDED TO LICENSEE “AS IS,” UNSUPPORTED, WITHOUT WARRANTY OF ANY KIND. WDT EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE. WDT WILL NOT BE LIABLE FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN THE WDT CODE. WDT DOES NOT WARRANT THAT THE WDT CODE WILL MEET THE LICENSEE’S OR ITS END USER’S REQUIREMENTS, OR WILL OPERATE IN ANY HARDWARE OR SOFTWARE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY LICENSEE OR END USER, OR THAT THE OPERATION OF ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
7.3 WDT DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH LICENSEE’S USE OF THE WDT CODE, AND ANY LICENSEE-CREATED DERIVATIVE WORKS IN ANY MEDICAL, NUCLEAR, AVIATION, NAVIGATION, MILITARY, OR OTHER HIGH RISK DEVICE OR APPLICATION. LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD WDT HARMLESS AGAINST ANY LOSS, LIABILITY, OR DAMAGE OF ANY KIND THAT WDT INCURS IN CONNECTION WITH BREACH OF THE WARRANTY IN THIS SECTION 7.4.
7.4 IN NO EVENT WILL WDT OR ITS AFFILIATES BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF LICENSEE ARISING OUT OF THIS AGREEMENT, OR FOR ANY LOST PROFITS, REVENUE, SALES OR DATA, UNDER ANY THEROY OF LIABILITY. IN THE EVENT THAT THE APPLICABLE JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, BUT DOES ALLOW LIABILITY TO BE LIMITED, THE LIABILITY OF WDT IN SUCH CASES WILL BE LIMITED TO $100 US DOLLARS.
7.5 Licensee shall hold harmless and indemnify WDT, its officers, employee and agents from and against any claims, demands or causes of action whatsoever--including without limitation those arising on account of any injury or death of persons or damage to property--caused by, or arising out of, or resulting from, the exercise or practice of the rights and licenses granted hereunder by Licensee, its Subsidiaries or their officers, employees, agents or representatives, including the use or operation of the WDT Code and the provision of or failure to provide support and/or maintenance to users of the WDT Code.
Representations and Warranties Limitation of Liability. Each of us hereby represents and warrants that: it has full power and authority to enter into this Agreement and to perform its obligations hereunder; it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement; the services to be rendered by each of us under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party. OurWorld will remain solely responsible for the operation of the OurWorld website, and you will remain solely responsible for the operation of your site. Each party acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service. EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT OURWORLD MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. NEITHER OURWORLD NOR AFFILIATE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. OURWORLD’S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER. OurWorld will be solely responsible for the operations of its product and customers who make purchases through the affiliate marketing program will be deemed customers of OurWorld. Accordingly, all rules, policies, operating procedures and information concerning customer sales will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, without notice.
Representations and Warranties Limitation of Liability. In addition to all other representations and warranties made in this Agreement, Seller represents and warrants that it will not claim as justification for any failure to perform according to the terms of this Agreement and the Confirmation that (i) Seller, its Affiliates or subsidiaries, do not own or control sufficient reserves of Coal as to satisfy the quantity and quality provisions for this Agreement or any Confirmation; (ii) Seller is not in compliance, to the extent applicable, with the rules, practices, and standards issued by any and all governmental agency(ies) with respect to legislation, regulations, rules, or mandates which were in effect either by interim or final rules, or passed, adopted, or promulgated but to go into later effect, as of the time specified for the delivery of Coal pursuant to this Agreement and any Confirmation, including all laws and regulations regarding the mining and sale of Coal (notices and orders issued under the Federal Mine Health and Safety Act and State and Federal Reclamation Acts excepted); and (iii) Seller has not acquired all licenses, permits, certificates and other documents necessary for it to fulfill its obligations under the Confirmation. Neither Party shall be liable for any punitive, special, incidental or consequential damages (including without limitation, loss of profits or overhead), based upon breach of warranty or of contract, negligence or any other theory of legal liability arising out of this Agreement or any Confirmation.
Representations and Warranties Limitation of Liability. The following provisions relate to representations and warranties by the Parties made in connection with this Agreement and the Supply Agreement:
Representations and Warranties Limitation of Liability. 16.1 Distributor represents and warrants to and covenants with the Company as of the date hereof and continuing until the termination of this Agreement that: (i) Distributor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;
Representations and Warranties Limitation of Liability. 17.1 Distributor represents and warrants to and covenants with the Company as of the date hereof and continuing until the termination of this Agreement that: (i) Distributor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (ii) Distributor possesses all requisite power and authority and all material licenses, permits and authorizations necessary to carry on its business and to perform its obligations hereunder; (iii) the execution, delivery and performance of this Agreement has been duly authorized by Distributor, and the execution, delivery and performance of this Agreement does not conflict with any other agreement, instrument or understanding to which it is a party or by which it may be bound, nor would it violate any law or regulation of any court, governmental body or agency having jurisdiction over it; (iv) Distributor has complied with and is currently in compliance with all applicable state and local laws, ordinances, codes, rules, requirements, regulations and other legal requirements relating to the operation and conduct of its business; and
Representations and Warranties Limitation of Liability. Each of us hereby represents and warrants that: • it has full power and authority to enter into this Agreement and to perform its obligations hereunder;.
Representations and Warranties Limitation of Liability. PROVIDER represents and warrants that all Kits supplied hereunder shall be (a) manufactured in accordance with Applicable Law and (b) free from defects under normal use and that all work under this agreement will comply with all applicable federal, state and local laws and regulations. PROVIDER SHALL NOT BE LIABLE TO A&M SYSTEM FOR AMOUNTS IN EXCESS OF THE GREATER OF (A) THE AMOUNTS ACTUALLY PAID TO A&M SYSTEM HEREUNDER IN THE IMMEDIATELY PRECEDING TWELVE MONTHS OR (B) ONE MILLION DOLLARS ($1,000,000), OR TO THE EXTENT AUTHORIZED UNDER THE CONSTITUTION OR THE LAWS OF THE STATE OF TEXAS, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
Representations and Warranties Limitation of Liability. (a) Each party hereto represents and warrants to the other that: (i) the execution, delivery and performance of this Agreement by such party shall not conflict with or result in any breach of, or constitute a default under, any material agreement, instrument or undertaking to which it is a party or by which any of its property is bound; and (ii) it has the corporate power to make and carry out the terms of this Agreement and it has taken, and shall take, all actions, corporate or otherwise, necessary or advisable to authorize the execution, delivery and performance of, and to perform, its respective obligations under this Agreement.
(b) Quotesmith represents and warrants to IIS that: (i) the Quotesmith Licensed Software (including any portion thereof) as provided to IIS does not infringe upon any U.S. patent, copyright, trademark or other intellectual property rights of any third party, and there is no litigation, arbitration or other proceeding or claim pending or, to Quotesmith's knowledge, threatened with respect thereto; and (ii) Quotesmith (and its designated agents) possess, and shall possess during the term of this Agreement, all applicable governmental and private (e.g., insurer) licenses, appointments, authorizations permits and qualifications necessary relating to its conduct of the activities contemplated by this Agreement and comply with all applicable laws and regulations.
(c) Quotesmith shall use its best commercial efforts, consistent with past practices, to maintain the proper operation of the Quotesmith Licensed Extraction Programs and the accuracy of the information contained in Quotesmith Licensed Data Files. In no event shall Quotesmith
