Common use of Representations and Warranties of Contractor Clause in Contracts

Representations and Warranties of Contractor. Contractor represents and warrants that the Deliverables to be provided by Contractor pursuant to this Agreement shall be provided in a timely and professional manner by qualified personnel familiar with the installation of systems comparable to the Deliverables. Contractor represents that operation and use of the Equipment, the Deliverables and the Licensed Deliverables by University as contemplated by this Agreement will, to Contractor’s knowledge, not infringe the patent, copyright, or other intellectual property rights of any third party. Contractor represents that Contractor has the power and authority to enter into and perform this Agreement; that the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of Contractor; that this Agreement has been duly executed and delivered by Contractor and constitutes a valid, binding and enforceable obligation of Contractor except as the provisions of this Agreement may be rendered unenforceable by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws effecting creditor's rights generally or the application of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). Contractor represents that: (a) Contractor shall comply with all federal, state, and local laws, regulations, ordinances, and rules that are applicable to its activities and obligations under this Agreement; and (b) Contractor is not in arrears with respect to the payment of any monies due and owing the State of Oregon, or any department or agency thereof, including but not limited to the payment of taxes and employee benefits. Contractor warrants that the individual items comprising the Deliverables shall be free from all defects in material and workmanship and will conform to the applicable specifications set forth on Exhibits A and B under normal use and service and when correctly maintained for the warranty periods set forth on Exhibit C (“Warranty Period”) with respect to each such item (the “Warranty”). Contractor shall repair or replace, at Contractor’s sole option, any defective or nonconforming individual item comprising the Deliverables, provided University notifies Contractor in writing promptly after discovery of defect or nonconformity and within the applicable Warranty Period. Contractor will pay expenses for travel by Contractor’s personnel to University’s facilities for Warranty repair during the Warranty Period. Such defective or nonconforming item may be returned to Contractor’s facility for Warranty repair, at Contractor’s discretion if reasonably necessary to effect such repair. If returned to the Contractor’s facility for repairs with Contractor’s prior authorization, and if the effect or non-conformance is covered under Warranty, Contractor shall pay costs of shipping to Contractor’s Facility and then back to University. For items comprising the Deliverables returned for repair that are not covered under Warranty, Contractor’s standard repair charges shall be applicable in addition to all shipping expenses. The Warranty shall be null and void (i) upon any modification, alteration of the Deliverables by any person or entity other than Contractor, or a person or entity authorized by Contractor, except for maintenance and basic troubleshooting by University personnel or (ii) if the Deliverables are subjected to unusual physical, thermal or electrical stress, misuse, abuse, accident or negligence in use, storage or tampering. In the event that the Deliverables are substantially inoperative for more than 30 calendar days during the Warranty Period described, and such is not the fault of the University, the Warranty Period shall be extended, at no additional cost, by the number of calendar days that the Deliverables have been substantially inoperative.

Representations and Warranties of Contractor. 10.1 Contractor represents and warrants that the Deliverables to be provided by Contractor pursuant to this Agreement shall be provided in a timely and professional manner by qualified personnel familiar with the installation of systems comparable to the Deliverables. . 10.2 Contractor represents that operation and use of the Equipment, the Deliverables and the Licensed Deliverables by University as contemplated by this Agreement will, to Contractor’s knowledge, not infringe the patent, copyright, or other intellectual property rights of any third party. . 10.3 Contractor represents that Contractor has the power and authority to enter into and perform this Agreement; that the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of Contractor; that this Agreement has been duly executed and delivered by Contractor and constitutes a valid, binding and enforceable obligation of Contractor except as the provisions of this Agreement may be rendered unenforceable by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws effecting creditor's rights generally or the application of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). . 10.4 Contractor represents that: (a) Contractor shall comply with all federal, state, and local laws, regulations, ordinances, and rules that are applicable to its activities and obligations under this Agreement; and (b) Contractor is not in arrears with respect to the payment of any monies due and owing the State of Oregon, or any department or agency thereof, including but not limited to the payment of taxes and employee benefits. . 10.5 Contractor warrants that the individual items comprising the Deliverables shall be free from all defects in material and workmanship and will conform to the applicable specifications set forth on Exhibits A and B under normal use and service and when correctly maintained for the warranty periods set forth on Exhibit C (“Warranty Period”) with respect to each such item (the “Warranty”). Contractor shall repair or replace, at Contractor’s sole option, any defective or nonconforming individual item comprising the Deliverables, provided University notifies Contractor in writing promptly after discovery of defect or nonconformity and within the applicable Warranty Period. Contractor will pay expenses for travel by Contractor’s personnel to University’s facilities for Warranty repair during the Warranty Period. Such defective or nonconforming item may be returned to Contractor’s facility for Warranty repair, at Contractor’s discretion if reasonably necessary to effect such repair. If returned to the Contractor’s facility for repairs with Contractor’s prior authorization, and if the effect or non-non- conformance is covered under Warranty, Contractor shall pay costs of shipping to Contractor’s Facility and then back to University. For items comprising the Deliverables returned for repair that are not covered under Warranty, Contractor’s standard repair charges shall be applicable in addition to all shipping expenses. The Warranty shall be null and void (i) upon any modification, alteration of the Deliverables by any person or entity other than Contractor, or a person or entity authorized by Contractor, except for maintenance and basic troubleshooting by University personnel or (ii) if the Deliverables are subjected to unusual physical, thermal or electrical stress, misuse, abuse, accident or negligence in use, storage or tampering. . 10.6 In the event that the Deliverables are substantially inoperative for more than 30 calendar days during the Warranty Period described, and such is not the fault of the University, the Warranty Period shall be extended, at no additional cost, by the number of calendar days that the Deliverables have been substantially inoperative.

Representations and Warranties of Contractor. 10.1 Contractor represents and warrants that the Deliverables services to be provided performed by Contractor pursuant to this Agreement shall be provided performed in a timely and professional manner by qualified personnel familiar with the installation of systems comparable to the Deliverables. Equipment. 10.2 Contractor represents that operation and use of the Equipment, the Deliverables and the Licensed Deliverables by University as contemplated by this Agreement will, to Contractor’s knowledge, not infringe the patent, copyright, or other intellectual property rights of any third party. . 10.3 Contractor represents that Contractor has the power and authority to enter into and perform this Agreement; that the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of Contractor; that this Agreement has been duly executed and delivered by Contractor and constitutes a valid, binding and enforceable obligation of Contractor except as the provisions of this Agreement may be rendered unenforceable by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws effecting creditor's rights generally or the application of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). . 10.4 Contractor represents that: (a) Contractor shall comply with all federal, state, and local laws, regulations, ordinances, and rules that that, to its knowledge, are applicable to its activities and obligations under this Agreement; and (b) Contractor is not in arrears with respect to the payment of any monies due and owing the State of Oregon, or any department or agency thereof, including but not limited to the payment of taxes and employee benefits. . 10.5 Contractor warrants that the individual items comprising the Deliverables Equipment shall be free from all defects in material and workmanship and will conform to the applicable specifications set forth on Exhibits A and B under normal use and service and when correctly maintained for the warranty periods set forth on Exhibit C (“Warranty Period”) with respect to each such item (the “Warranty”). Contractor shall repair or replace, at Contractor’s sole option, any defective or nonconforming individual item comprising the Deliverables, provided University notifies Contractor in writing promptly after discovery of defect or nonconformity and within the applicable Warranty PeriodEquipment. Contractor will pay expenses for travel by Contractor’s personnel to University’s facilities for Warranty warranty repair during the Warranty Periodperiod. Such defective or nonconforming item may be returned to Contractor’s facility for Warranty warranty repair, at Contractor’s discretion if reasonably necessary to effect such repairprovided, that University notifies Contractor in writing promptly after discovery of the defect or nonconformity and within the Warranty period. If returned to the Contractor’s facility for repairs with Contractor’s prior authorizationrepairs, and if the effect or non-conformance is covered under Warranty, Contractor University shall pay costs of shipping to Contractor’s Facility and then Facility. Contractor shall pay costs of shipping back to UniversityUniversity only items returned for warranty repair. For items comprising the Deliverables Equipment returned for repair that are not covered under Warrantywarranty, Contractor’s standard repair charges shall be applicable in addition to all shipping expenses. The Warranty warranty shall be null and void (i) upon any modification, alteration of the Deliverables Equipment by any person or entity other than Contractor, or a person or entity authorized by Contractor, Contractor except for maintenance and basic troubleshooting by University personnel or (ii) if the Deliverables are Equipment is subjected to unusual physical, thermal or electrical stress, misuse, abuse, accident or negligence in use, storage or tampering. . 10.6 In the event that the Deliverables are Equipment is substantially inoperative for more than 30 thirty (30) calendar days during the Warranty Period describedwarranty period described in this Section 10, and such is not the fault of the University, the Warranty Period warranty period shall be extended, at no additional cost, by the number of calendar days that the Deliverables have Equipment has been substantially inoperative.

Representations and Warranties of Contractor. 3.1 Contractor represents and warrants that it is engaged either as its sole business or as a primary aspect of its business in providing the Deliverables to be provided by Contractor pursuant to this Agreement shall be provided in a timely and professional manner by qualified personnel familiar with the installation of systems comparable to the Deliverables. Contractor represents Services; that operation and use of the Equipment, the Deliverables and the Licensed Deliverables by University as contemplated by this Agreement will, to Contractor’s knowledge, not infringe the patent, copyright, or other intellectual property rights of any third party. Contractor represents that Contractor it has the power expertise, experience, capability and authority specialized knowledge ("Competence") to enter into perform the Services; it has the necessary tools, equipment and perform this Agreementpersonnel to provide the Services; that it has or will obtain at its expense before performing any Services all the executionnecessary certificates, delivery permits, licenses and performance of this Agreement have been duly and validly authorized by all necessary action on authorizations to perform the part of ContractorServices; that this Agreement has been duly executed and delivered by Contractor and constitutes a valid, binding and enforceable obligation of Contractor except as the provisions of this Agreement may be rendered unenforceable by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws effecting creditor's rights generally or the application of general principles of equity (regardless of whether enforcement is considered it shall perform all Services in a proceeding in equity or at law). Contractor represents that: (a) Contractor shall comply accordance with all applicable federal, state, and local laws, rules and regulations, ordinances, and rules that are applicable to its activities and obligations under this Agreement; and (b) that it shall perform all Services in good faith, promptly, with due diligence and Competence. 01 CONTRACT NUMBER: HOU-2083 3.2 Contractor is not in arrears with respect to the payment of any monies due represents and owing the State of Oregon, or any department or agency thereof, including but not limited to the payment of taxes and employee benefits. Contractor warrants that it shall not perform any aspect of the individual items comprising Services if it knows or has reason to believe that such aspect of such Services cannot be performed in a manner in conformity with the Deliverables shall be free from all defects in material and workmanship and will conform to the applicable specifications set forth on Exhibits A and B under normal use and service and when correctly maintained for the warranty periods set forth on Exhibit C (“Warranty Period”) with respect to each provisions of this Contract. In such item (the “Warranty”). Contractor shall repair or replace, at Contractor’s sole option, any defective or nonconforming individual item comprising the Deliverables, provided University notifies Contractor in writing promptly after discovery of defect or nonconformity and within the applicable Warranty Period. Contractor will pay expenses for travel by Contractor’s personnel to University’s facilities for Warranty repair during the Warranty Period. Such defective or nonconforming item may be returned to Contractor’s facility for Warranty repair, at Contractor’s discretion if reasonably necessary to effect such repair. If returned to the Contractor’s facility for repairs with Contractor’s prior authorization, and if the effect or non-conformance is covered under Warrantycase, Contractor shall pay costs immediately advise EXXON and work with EXXON to develop a mutually satisfactory resolution for the inability to perform. Contractor further represents and warrants that, if provided under this Contract, it shall ascertain whether the drawings and specifications are at variance with the law before starting performance of shipping to Contractor’s Facility any Services. If Contractor discovers any such variance, it shall promptly notify EXXON in writing and then back to University. For items comprising the Deliverables returned for repair that are not covered under Warranty, Contractor’s standard repair charges necessary changes shall be applicable made before proceeding with the part of Services affected. 3.3 Contractor represents that all work will be performed in addition to a good, workmanlike manner and in accordance with generally accepted professional engineering practices. All work will be in conformity with Release Order, Work Proposal, Change Order and/or the Target Schedule as described in Attachment I and all shipping expenses. The Warranty other provisions of this Contract. 3.4 Contractor guarantees and warrants that all Services performed hereunder (including goods and equipment provided in connection therewith) shall be null without deficiency or defect and void (i) upon any modification, alteration of the Deliverables by any person or entity other than Contractor, or a person or entity authorized by Contractor, except for maintenance and basic troubleshooting by University personnel or (ii) if the Deliverables are subjected to unusual physical, thermal or electrical stress, misuse, abuse, accident or negligence in use, storage or tamperingconformity with this Contract. In the event that any defect, deficiency or lack of conformity is discovered by Exxon, Exxon shall promptly notify Contractor in Writing. Contractor shall at Exxon's option, immediately redesign or otherwise correct the Deliverables are substantially inoperative for more than 30 calendar days during work at no cost to Exxon in accordance with the Warranty Period describedrepresentations contained in this Article 3 and this Contract, or Exxon or its designee shall redesign or otherwise correct the work, and Contractor shall reimburse Exxon for the reasonable expenses of such corrective work. Contractor shall also be liable to Exxon for all cost associated with correcting or redoing work done based on services provided under this Contract, including without limitation, costs of disassembly or removal, costs of all labor, materials and equipment necessary for the correction, costs of any ancillary work related to the correction, and all reassemble or reconstruction costs. This warranty is not the fault in addition to any other warranty, express or implied under statute or law, to which Exxon may be entitled for goods and services. The remedies described herein are without limitation of the Universityrights that Exxon may otherwise have at law or equity. 3.5 All warranties and representations stated or referred to in this Contract shall remain in effect for such time, the Warranty Period shall be extendedafter expiration or termination of this Contract, at no additional cost, by the number of calendar days that the Deliverables have been substantially inoperativeas is reasonably necessary to determine whether Contractor has fulfilled its obligations under all warranties.

Representations and Warranties of Contractor. 10.1 Contractor represents and warrants that the Deliverables services to be provided performed by Contractor pursuant to this Agreement shall be provided performed in a timely and professional manner by qualified personnel familiar with the installation of systems comparable to the Deliverables. Equipment. 10.2 Contractor represents that operation and use of the Equipment, the Deliverables Equipment and the Licensed Deliverables by University as contemplated by this Agreement will, to Contractor’s knowledge, not infringe the patent, copyright, or other intellectual property rights of any third party. . 10.3 Contractor represents that Contractor has the power and authority to enter into and perform this Agreement; that the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of Contractor; that this Agreement has been duly executed and delivered by Contractor and constitutes a valid, binding and enforceable obligation of Contractor except as the provisions of this Agreement may be rendered unenforceable by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws effecting creditor's rights generally or the application of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). . 10.4 Contractor represents that: (a) Contractor shall comply with all federal, state, and local laws, regulations, ordinances, and rules that that, to its knowledge, are applicable to its activities and obligations under this Agreement; and (b) Contractor is not in arrears with respect to the payment of any monies due and owing the State of Oregon, or any department or agency thereof, including but not limited to the payment of taxes and employee benefits. . 10.5 Contractor warrants that the individual items comprising the Deliverables Equipment shall be free from all defects in material and workmanship and will conform to the applicable specifications set forth on Exhibits A and B under normal use and service and when correctly maintained for the warranty periods set forth on Exhibit C (“Warranty Period”) with respect to each such item (the “Warranty”). Contractor shall repair or replace, at Contractor’s sole option, any defective or nonconforming individual item comprising the Deliverables, provided University notifies Contractor in writing promptly after discovery of defect or nonconformity and within the applicable Warranty PeriodEquipment. Contractor will pay expenses for travel by Contractor’s personnel to University’s facilities for Warranty warranty repair during the Warranty Period. Such defective or nonconforming item may be returned to Contractor’s facility for Warranty repair, at Contractor’s discretion if reasonably necessary to effect such repair. If returned to the Contractor’s facility for repairs with Contractor’s prior authorization, and if the effect or non-conformance is covered under Warranty, Contractor shall pay costs of shipping to Contractor’s Facility and then back to Universityperiod. For items comprising the Deliverables Equipment returned for repair that are not covered under Warrantywarranty, Contractor’s standard repair charges shall be applicable in addition to all shipping expenses. The Warranty warranty shall be null and void (i) upon any modification, alteration of the Deliverables Equipment by any person or entity other than Contractor, or a person or entity authorized by Contractor, Contractor except for maintenance and basic troubleshooting by University personnel or (ii) if the Deliverables are Equipment is subjected to unusual physical, thermal or electrical stress, misuse, abuse, accident or negligence in use, storage or tampering. . 10.6 In the event that the Deliverables are Equipment is substantially inoperative for more than 30 calendar days during the Warranty Period described, and such is not the fault of the University, the Warranty Period shall be extended, at no additional cost, by the number of calendar days that the Deliverables have been substantially inoperative.thirty

Representations and Warranties of Contractor. Contractor represents and warrants that the Deliverables Work to be provided by Contractor pursuant to this Agreement shall be provided in a timely and professional manner by qualified personnel familiar with the installation of systems comparable to the Deliverables. Contractor represents that operation and use of the Equipment, the Deliverables and the Licensed Deliverables by University as contemplated by this Agreement will, to Contractor’s knowledge, not infringe the patent, copyright, or other intellectual property rights of any third party. Contractor represents that Contractor has the power and authority to enter into and perform this Agreement; that the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of Contractor; that this Agreement has been duly executed and delivered by Contractor and constitutes a valid, binding and enforceable obligation of Contractor except as the provisions of this Agreement may be rendered unenforceable by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws effecting creditor's rights generally or the application of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). Contractor represents that: (a) Contractor shall comply with all federal, state, and local laws, regulations, ordinances, and rules that are applicable to its activities and obligations under this Agreement; and (b) Contractor is not in arrears with respect to the payment of any monies due and owing the State of Oregon, or any department or agency thereof, including but not limited to the payment of taxes and employee benefits. Contractor warrants that the individual items comprising the Deliverables shall be free from all defects in material and workmanship and will conform to the applicable specifications set forth on Exhibits A and B under normal use and service and when correctly maintained for the warranty periods set forth on Exhibit C (“Warranty Period”) with respect to each such item (the “Warranty”). Contractor shall repair or replace, at Contractor’s sole option, any defective or nonconforming individual item comprising the Deliverables, provided University notifies Contractor in writing promptly after discovery of defect or nonconformity and within the applicable Warranty Period. Contractor will pay expenses for travel by Contractor’s personnel to University’s facilities for Warranty repair during the Warranty Period. Such defective or nonconforming item may be returned to Contractor’s facility for Warranty repair, at Contractor’s discretion if reasonably necessary to effect such repair. If returned to the Contractor’s facility for repairs with Contractor’s prior authorization, and if the effect or non-conformance is covered under Warranty, Contractor shall pay costs of shipping to Contractor’s Facility and then back to University. For items comprising the Deliverables returned for repair that are not covered under Warranty, Contractor’s standard repair charges shall be applicable in addition to all shipping expenses. The Warranty shall be null and void (i) upon any modification, alteration of the Deliverables by any person or entity other than Contractor, or a person or entity authorized by Contractor, except for maintenance and basic troubleshooting by University personnel or (ii) if the Deliverables are subjected to unusual physical, thermal or electrical stress, misuse, abuse, accident or negligence in use, storage or tampering. In the event that the Deliverables are substantially inoperative for more than 30 calendar days during the Warranty Period described, and such is not the fault of the University, the Warranty Period shall be extended, at no additional cost, by the number of calendar days that the Deliverables have been substantially inoperative.

Representations and Warranties of Contractor. 10.1 Contractor represents and warrants that the Deliverables services to be provided performed by Contractor pursuant to this Agreement shall be provided performed in a timely and professional manner by qualified personnel familiar with the installation of systems comparable to the Deliverables. . 10.2 Contractor represents that operation and use of the EquipmentDeliverables, the Deliverables and the Licensed Deliverables by University as contemplated by this Agreement will, to Contractor’s knowledge, not infringe the patent, copyright, or other intellectual property rights of any third party. . 10.3 Contractor represents that Contractor has the power and authority to enter into and perform this Agreement; that the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of Contractor; that this Agreement has been duly executed and delivered by Contractor and constitutes a valid, binding and enforceable obligation of Contractor except as the provisions of this Agreement may be rendered unenforceable by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws effecting creditor's rights generally or the application of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). Contractor represents that: (a) Contractor shall comply with all federal; and that Contractor’s name, stateas it appears in this Agreement, is Contractor’s legal name, as it will appear in the Contractor’s W-9, and local laws, regulations, ordinances, and rules that are applicable to its activities and obligations under this Agreement; and (b) if Contractor is not an entity rather than an individual that the entity named in arrears with respect to the payment of any monies due this Agreement is validly existing and owing the State of Oregon, or any department or agency thereof, including but not limited to the payment of taxes and employee benefits. in good standing. 10.4 Contractor warrants that the individual items comprising the Deliverables shall be free from all defects in material and workmanship and will conform to the applicable specifications set forth on Exhibits A and B under normal use and service and when correctly maintained for the warranty periods set forth on Exhibit C (the “Warranty PeriodPeriods”) with respect to each such item (the “Warranty”). Contractor shall repair or replace, at Contractor’s sole option, any defective or nonconforming individual item comprising the Deliverables, Deliverables covered under the foregoing Warranty provided University notifies Contractor in writing promptly after discovery of the defect or nonconformity and within the applicable Warranty Period. Contractor will pay expenses for travel by Contractor’s personnel to University’s facilities if necessary for Warranty warranty repair during the Warranty Periodperiod. Such defective or nonconforming item may be returned to Contractor’s facility for Warranty repair, warranty repair at Contractor’s discretion if reasonably necessary to effect such repair. If returned to the Contractor’s facility for repairs with Contractor’s prior authorization, and if provided the effect defect or non-conformance is covered under Warranty, Contractor shall pay costs of shipping to Contractor’s Facility and then back to University. For items comprising the Deliverables returned for repair that are not covered under Warranty, Contractor’s standard repair charges shall be applicable in addition to all shipping expenses. The Warranty shall be null and void (i) upon any modification, alteration of the Deliverables by any person or entity other than Contractor, or a person or entity authorized by Contractor, Contractor except for modifications to ensure system security as described under Exhibit C, maintenance and basic troubleshooting by University personnel or (ii) if the Deliverables are is subjected to unusual physical, thermal or electrical stress, misuse, abuse, accident or negligence in use, storage or tampering. In the event that the Deliverables are substantially inoperative for more than 30 calendar days during the Warranty Period described, and such is not the fault of the University, the Warranty Period shall be extended, at no additional cost, by the number of calendar days that the Deliverables have been substantially inoperative.