Representations and Warranties; Limitations Sample Clauses

Representations and Warranties; Limitations. (a) Each party represents and warrants to the other party that: (i) it is duly organized and validly existing under the laws of its state of organization; (ii) it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; (iii) its execution and performance of this Agreement does not and shall not violate any applicable law, rule, regulation or judicial order, or violate any contractual obligations which it may have with any third party; and (iv) it shall comply with all laws applicable to its exercise of rights and performance of obligations hereunder. (b) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6(a), LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE MARKS OR THE LICENSED NAMES, AND EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WITH RESPECT TO TITLE, NON-INFRINGEMENT, MERCHANTABILITY, VALUE, RELIABILITY OR FITNESS FOR USE. LICENSEE’S USE OF THE LICENSED NAMES IS ON AN “AS-IS” BASIS. (c) EXCEPT WITH RESPECT TO LICENSEE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS OR GOODWILL, BUSINESS INTERRUPTION AND THE LIKE) RELATING TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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Representations and Warranties; Limitations. 4.01 Nothing in this agreement shall be construed as: (a) A warranty or representation by either party as to the validity or scope of any the Patent except as provided in Section 4.03; or (b) A warranty or representation that anything made by VTV, used, sold, or otherwise disposed of under any license granted in this agreement is or will be free of infringement of patents of third persons; or (c) A requirement that either party shall file any patent application, secure any patent; or (d) An obligation to bring or prosecute actions or suits against third parties for infringement of any patent; or (e) An obligation to furnish any manufacturing or technical information, or any information concerning pending patent applications; or (f) Conferring a right to use in advertising, publicity, or otherwise any trademark or tradename of the party from which a license is received under the agreement; or (g) Granting by implication, estoppel, or otherwise, any licenses or rights under patents other than the Patent. 4.02 Neither party makes any representations, extends any warranties of any kind, either express or implied, or assumes any responsibilities whatever with respect to use, sale, or other disposition by the other party of products incorporating or made by use of inventions licensed under this agreement. 4.03 VTV represents and warrants that it is the exclusive licensee of the D3DSP Patent and that the Patent is issued and is valid. VTV represents that VTV is not aware of any alleged patent infringement and will notify EPL immediately of any allegation of infringement. 4.04 VTV indemnifies EPL from and against any claims for loss or damage by The Louisiana Land and Exploration Company ("LL&E"), or its successor in interest, Burlington Resources relating to that certain Agreement between VTV and LL&E dated January 16, 1997. VTV indemnifies EPL from and against any and all claims, damages, demands, and causes of action relating to any infringement or alleged infringement of any patent or other intellectual property right incurred or brought against EPL arising from this Agreement.
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Representations and Warranties; Limitations. Section 7.1. Each party represents and warrants to the other party that: (a) This Agreement is a legal, valid and binding obligation of the warranting party, enforceable against such party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); (b) The warranting party is not subject to any judgment, order, injunction, decree or award of any court, administrative agency or governmental body that would or might interfere with its performance of any of its material obligations hereunder; and (c) The warranting party has full power and authority to enter into and perform its obligations under this Agreement in accordance with its terms.
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Representations and Warranties; Limitations. 4.1 Nothing in this Agreement shall be construed as: (a) A warranty or representation by either party as to the validity or scope of any LICENSED 041 PATENT or LICENSED 804 PATENT; or (b) A warranty or representation that anything made, used, sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patent of third parties; or (c) A requirement that either party shall file any patent application, secure any patent, or maintain any patent in force; or (d) An obligation to bring or prosecute actions or suits against third parties for infringement of any patent including the LICENSED 041 PATENTS or LICENSED 804 PATENTS; or (e) An obligation to furnish any manufacturing or technical information, or any information concerning pending patent applications; or (f) Conferring a right to use in advertising, publicity, or otherwise any trademark or tradename of the other party; or (g) Granting by implication, estoppel, or otherwise, any licenses or rights under any patent other than the LICENSED 804 PATENTS or LICENSED 041 PATENTS or those granted in section 2.3. 4.2 The parties makes no representation, extends no warranties of any kind, either express or implied, or assumes any responsibilities whatever with respect to use, sale, or other disposition by the other party or its vendees or transferees of products incorporating or made by use of inventions licensed under this Agreement. 4.3 To the extent permitted by law, a party shall not challenge or otherwise oppose the issuance, validity, or enforceability of a patent to which said party has been granted a license pursuant to this Agreement, and further agrees not to initiate or fund any such challenge or opposition (except as may be ordered by a court of competent jurisdiction).
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Representations and Warranties; Limitations. LICENSOR represents that it has the full authority to grant to LICENSEE the rights with respect to the Licensed Patent Rights in accordance with the provisions of this Agreement and that LICENSOR is the assignee of all patents and patent applications within the definition of Licensed Patent Rights listing Xxxxxx Xxx Xxxxx, M.D. and Xxxx Xx, Ph.D., O.M.D. as inventors that are necessary to effectuate the purposes of this Agreement.
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Representations and Warranties; Limitations. (a) The District represents and warrants as of the Effective Date and as of the Closing that, except as affected by the terms of this Agreement: (i) It has not pledged, encumbered, caused to be liened, or hypothecated the Shares, the Change Application or the Well Site, and that it owns all of the rights, title, and interest to the same; (ii) Each sale, conveyance, and transfer to the City and IMFT contemplated by this Agreement is in full compliance with all rules, by-laws, and procedures of the District; (iii) All fees and assessments due and payable to the WJWUC in connection with the District’s ownership of the Shares have been paid; (iv) The District has no agreement(s) that would conflict with the representations, warranties and covenants made in this Agreement; and, (v) The District has full authority to enter into this Agreement; all action necessary to authorize the execution of this Agreement and its performance by the District have been taken; those executing the Agreement on behalf of the District have full authority to do so; and, this Agreement, upon execution, will be a binding legal obligation of the District. (b) The City represents and warrants as of the Effective Date and as of the Closing: (i) The City has no agreement(s) that would conflict with the representations, warranties and covenants made in this Agreement; and, (ii) The City Council has adopted a resolution approving this Agreement and the payments to be made hereunder; such payments have been budgeted and appropriated by the City Council; the City has full authority to enter into this Agreement; all action necessary to authorize the execution of this Agreement and its performance by the City have been taken; those executing the Agreement on behalf of the City have full authority to do so; and this Agreement, upon execution, will be a binding legal obligation of the City.
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Representations and Warranties; Limitations. (a) CTFOB represents and warrants that, except with respect to User Contributions identified as "editorial use only," your use of the User Contributions in accordance with this Agreement and in the form delivered by CTFOB will, to the actual knowledge of CTFOB, not infringe on any copyright, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and all necessary model and/or property releases for use of the User Contributions in the manner authorized by this Agreement have been obtained. (b) Licensee acknowledges and agrees that the treatment of moral rights applicable to photographic works varies from country to country. User Contributions are accepted by CTFOB from around the world. In uploading User Contributions, User Contribution suppliers represent to CTFOB, with respect to the uploaded User Contributions, that they waive their moral rights, or where waiver is not allowed by the law where the User Contribution was created, to the fullest extent allowed by law, they covenant not to xxx to enforce their moral rights, and further that the waiver or covenant not to xxx is enforceable. CTFOB has not surveyed the laws of all countries from which User Contributions are accepted, and does not warrant the accuracy of the above described representation and warranty of its User Contribution providers. (c) While we have made reasonable efforts to correctly categorize, keyword, caption and title the User Contributions, CTFOB does not warrant the accuracy of such information, or of any metadata provided with User Contributions. (d) Except as provided in the "warranty of non-infringement" subsection (a) above, the User Contributions are provided "as is" without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. CTFOB does not represent or warrant that any of the User Contributions will meet your requirements or that its use will be uninterrupted or error free.
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Representations and Warranties; Limitations. 5.01 LICENSOR represents that it has the full authority to grant to LICENSEE the rights with respect to the Licensed Patent Rights in accordance with the provisions of this Agreement. 5.02 LICENSOR MAKES NO REPRESENTATIONS TO LICENSOR, EXTENDS NO WARRANTIES OF ANY NATURE, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, AND LICENSOR ASSUMES NO LIABILITIES OR RESPONSIBILITIES OF ANY NATURE WHATSOEVER WITH * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
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Representations and Warranties; Limitations 
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Related to Representations and Warranties; Limitations

  • Certain Representations and Warranties; Limitations; Covenants By executing and delivering an Assignment and Assumption, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; (b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower and its Subsidiaries or the Trust or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower and its Subsidiaries or the Trust or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in §7.4 and §8.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (d) such assignee will, independently and without reliance upon the assigning Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption; and (i) such assignee acknowledges that it has made arrangements with the assigning Lender satisfactory to such assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit.

  • 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 by You You represent and warrant that: 2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation. 2.1.2 All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies. 2.1.3 Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. 2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make every effort to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer that:

  • 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 of Xxxxx Xxxxx represents and ---------------------------------------- warrants to the Company that: (a) Xxxxx is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD. (b) Xxxxx is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Xxxxx, and this Agreement is a legal valid and binding obligation of Xxxxx, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 7 and 8 hereof may be unenforceable as against public policy). (d) Xxxxx and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Xxxxx shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and Xxxxx is a registered selling agent in the jurisdictions in which the Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Certificates. (e) The execution and delivery of this Agreement by Xxxxx, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate charter or bylaws of Xxxxx or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Xxxxx is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order. (f) Any funds received by Xxxxx to purchase Certificates will be handled in accordance with Rule 15c2-4 under the 0000 Xxx. (g) There is not now pending nor, to Xxxxx' knowledge, threatened against Xxxxx any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Xxxxx' activities as a broker-dealer.

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • Representations and Warranties and Covenants Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

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