Representations and Warranty. 5.1 Each Party represents and warrants that: (a) it has full capacity and authority to enter into and to perform this Agreement; (b) this Agreement is executed by its duly authorised Representative; (c) there are no actions, claims or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it (or, in the case of the Supplier, any of its Affiliates) that might affect its ability to perform its obligations under this Agreement; (d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable (as the case may be for each Party) bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); and (e) it will remain compliant with the Xxxxxxx Xxx 0000 and will not, and will not attempt to, bribe, corrupt or offer any improper inducement or bribe to any person at any time. 5.2 The Supplier represents and warrants that: (a) the Goods and Services shall comply with the Documents and Specifications; (b) it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation; (c) it and its Representatives, have all necessary consents (including, where its procedures so require, the consent of its parent company) and regulatory approvals to enter into this Agreement; (d) its execution, delivery and performance of its obligations under this Agreement does not and will not constitute a breach of any law or obligation applicable to it; (e) as at the Effective Date, all written statements and representations in any written submissions made by the Supplier as part of the procurement process, its tender, its response to a request for proposal and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement; (f) it shall take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into systems, data, software or the Government’s Confidential Information (held in electronic form) owned by or under the control of, or used by, the Government; (g) you have the right to license, assign and transfer all intellectual property rights in the Goods, Services and all related documents or technical specifications, to the Government; (h) the Software and Services will be compatible with existing equipment and software on Government systems and upon installation of the Goods, the Software and Services will meet all the Objectives and that when used, the Goods will perform substantially as described in the Documents and this Agreement; (i) it shall procure the benefit of any warranties or guarantees in respect of Goods and Services and provide copies of such warranties or guarantees to the Government; (j) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement; (k) that all payments to the Government, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deduct, in part or in full, any payments made to it under this Agreement; (l) it will inform Government promptly of all known or anticipated material problems relevant to the delivery of Goods or Services; (m) it will notify the Government immediately if it has any actual or potential conflict of interest which might affect its ability to provide the Goods or Services; (n) it is not affected by an insolvency event and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and (o) for the Term and for a period of twelve (12) months after the termination or expiry of this Agreement, the Supplier shall not employ or offer employment to any staff of the Government which have been associated with the provision of the Goods and delivery of purchased Goods without written approval or the prior written consent of the Government which shall not be unreasonably withheld. 5.3 Each of the representations and warranties set out in Sections 5.2 and 5.2 shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any undertaking in this Agreement. 5.4 If at any time a Party becomes aware that a representation or warranty given by it under Sections 5.2 and 5.2 has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation. 5.5 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination the Government may have in respect of breach of that provision by the Supplier which constitutes a material Default. 5.6 The Supplier acknowledges that: (a) the Government has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement; (b) it has undertaken all necessary due diligence and has entered into this Agreement in reliance on its own due diligence alone; (c) it acknowledges and warrants that it is fully satisfied as to the scope and nature of the duties and obligations under this Agreement; and (d) it shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of any: (i) misinterpretation of the requirements of the Government in the Order Form or elsewhere in this Agreement; (ii) failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the due diligence information; and/or (iii) failure by the Supplier to undertake its own due diligence.
Appears in 6 contracts
Samples: Supply of Goods and Services Agreement, Supply of Goods and Services Agreement, Supply of Goods and Services Agreement
Representations and Warranty. 5.1 Each Party represents and warrants that:
(a) : it has full capacity and authority to enter into and to perform this Agreement;
(b) ; this Agreement is executed by its duly authorised Representative;
(c) ; there are no actions, claims or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it (or, in the case of the Supplier, any of its Affiliates) that might affect its ability to perform its obligations under this Agreement;
(d) ; its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable (as the case may be for each Party) bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); and
(e) and it will remain compliant with the Xxxxxxx Xxx 0000 and will not, and will not attempt to, bribe, corrupt or offer any improper inducement or bribe to any person at any time.
5.2 The Supplier represents and warrants that:
(a) the Goods and Services shall comply with the Documents and Specifications;
(b) it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation;
(cb) it and its Representatives, have all necessary consents (including, where its procedures so require, the consent of its parent company) and regulatory approvals to enter into this Agreement;
(dc) its execution, delivery and performance of its obligations under this Agreement does not and will not constitute a breach of any law or obligation applicable to it;
(ed) as at the Effective Date, all written statements and representations in any written submissions made by the Supplier as part of the procurement process, its tender, its response to a request for proposal and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement;
(fe) it shall take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into systems, data, software or the Government’s Confidential Information (held in electronic form) owned by or under the control of, or used by, the Government;
(g) you have the right to license, assign and transfer all intellectual property rights in the Goods, Services and all related documents or technical specifications, to the Government;
(h) the Software and Services will be compatible with existing equipment and software on Government systems and upon installation of the Goods, the Software and Services will meet all the Objectives and that when used, the Goods will perform substantially as described in the Documents and this Agreement;
(if) it shall procure the benefit of any warranties or guarantees in respect of Goods and Services and provide copies of such warranties or guarantees to the Government;
(jg) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement;
(kh) that all payments to the Government, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deduct, in part or in full, any payments made to it under this Agreement;
(li) it will inform Government promptly of all known or anticipated material problems relevant to the delivery of Goods or Services;
(mj) it will notify the Government immediately if it has any actual or potential conflict of interest which might affect its ability to provide the Goods or Services;
(nk) it is not affected by an insolvency event and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
(ol) for the Term and for a period of twelve (12) months after the termination or expiry of this Agreement, the Supplier shall not employ or offer employment to any staff of the Government which have been associated with the provision of the Goods and delivery of purchased Goods without written approval or the prior written consent of the Government which shall not be unreasonably withheld.
5.3 Each of the representations and warranties set out in Sections 5.2 Section 5 and 5.2 shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any undertaking in this Agreement.
5.4 If at any time a Party becomes aware that a representation or warranty given by it under Sections 5.2 Clauses 5 and 5.2 has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation.
5.5 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination the Government may have in respect of breach of that provision by the Supplier which constitutes a material Default.
5.6 The Supplier acknowledges that:
(a) the Government has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;
(b) it has undertaken all necessary due diligence and has entered into this Agreement in reliance on its own due diligence alone;
(c) it acknowledges and warrants that it is fully satisfied as to the scope and nature of the duties and obligations under this Agreement; and
(d) it shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of any:
(i) misinterpretation of the requirements of the Government in the Order Form or elsewhere in this Agreement;
(ii) failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the due diligence information; and/or
(iii) failure by the Supplier to undertake its own due diligence.
Appears in 3 contracts
Samples: Supply of Goods and Services Agreement, Supply of Goods and Services Agreement, Supply of Goods and Services Agreement
Representations and Warranty. 5.1 Each Party represents and warrants that:
(a) it has full capacity and authority to enter into and to perform this Agreement;
(b) this Agreement is executed by its duly authorised Representative;
(c) there are no actions, claims or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it (or, in the case of the Supplier, any of its Affiliates) that might affect its ability to perform its obligations under this Agreement;
(d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable (as the case may be for each Party) bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); and
(e) it will remain compliant with the Xxxxxxx Xxx 0000 Bribery Act 2016 and will not, and will not attempt to, bribe, corrupt or offer any improper inducement or bribe to any person at any time.
5.2 The Supplier represents and warrants that:
(a) the Goods and Services Service shall comply with the Documents and SpecificationsSpecifications and in accordance with Best Industry Practise;
(b) it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation;
(c) it and its Representatives, have all necessary consents (including, where its procedures so require, the consent of its parent company) and regulatory approvals to enter into this Agreement;
(d) its execution, delivery and performance of its obligations under this Agreement does not and will not constitute a breach of any law or obligation applicable to it;
(e) as at the Effective Date, all written statements and representations in any written submissions made by the Supplier as part of the procurement process, its tender, its response to a request for proposal and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement;
(f) it shall take all commercially reasonable steps, in accordance with Good Best Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into systems, data, software or the Government’s Confidential Information (held in electronic form) owned by or under the control of, or used by, the Government;
(g) you have it has the right to license, assign and transfer all intellectual property rights in the Goods, Services Service and all related documents or technical specifications, to the Government;
(h) the Software and Services Service will be compatible with existing equipment and software on Government systems and upon installation of the Goods, the Software and Services Service will meet all the Objectives and that when used, the Goods will perform substantially as described in the Documents and this Agreement;
(i) it shall procure the benefit of any warranties or guarantees in respect of Goods and Services and provide copies of such warranties or guarantees to the Government;
(j) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement;
(k) that all payments to the Government, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deduct, in part or in full, any payments made to it under this Agreement;
(l) it will inform Government promptly of all known or anticipated material problems relevant to the delivery of Goods or ServicesService;
(m) it will notify the Government immediately if it has any actual or potential conflict of interest which might affect its ability to provide the Goods or ServicesService;
(n) it is not affected by an insolvency event and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
(o) for the Term and for a period of twelve (12) months after the termination or expiry of this Agreement, the Supplier shall not employ or offer employment to any staff of the Government which have been associated with the provision of the Goods and delivery of purchased Goods without written approval or the prior written consent of the Government which shall not be unreasonably withheld.
5.3 Each of the representations and warranties set out in Sections 5.2 and 5.2 Section 5(e) shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any undertaking in this Agreement.
5.4 If at any time a Party becomes aware that a any representation or warranty given by it under Sections 5.2 and 5.2 Section 5(e) has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation.
5.5 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination the Government may have in respect of breach of that provision by the Supplier which constitutes a material Default.
5.6 The Supplier acknowledges that:
(a) the Government has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;
(b) it has undertaken all necessary due diligence and has entered into this Agreement in reliance on its own due diligence alone;
(c) it acknowledges and warrants that it is fully satisfied as to the scope and nature of the duties and obligations under this Agreement; and
(d) it shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of any:
(i) misinterpretation of the requirements of the Government in the Order Form or elsewhere in this Agreement;
(ii) failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the due diligence information; and/or
(iii) failure by the Supplier to undertake its own due diligence.
Appears in 3 contracts
Samples: Supply of Goods and Services Agreement, Supply of Goods and Services Agreement, Supply of Goods and Services Agreement
Representations and Warranty. 5.1 Each Party represents and warrants that:
(a) it has full capacity and authority to enter into and to perform this Agreement;
(b) this Agreement is executed by its duly authorised Representative;
(c) there are no actions, claims or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it (or, in the case of the Supplier, any of its Affiliates) that might affect its ability to perform its obligations under this Agreement;
(d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable (as the case may be for each Party) bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); and
(e) it will remain compliant with the Xxxxxxx Xxx 0000 and will not, and will not attempt to, bribe, corrupt or offer any improper inducement or bribe to any person at any time.
5.2 The Supplier represents and warrants that:
(a) the Goods and Services Service shall comply with the Documents and SpecificationsSpecifications and in accordance with Best Industry Practise;
(b) it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation;
(c) it and its Representatives, have all necessary consents (including, where its procedures so require, the consent of its parent company) and regulatory approvals to enter into this Agreement;
(d) its execution, delivery and performance of its obligations under this Agreement does not and will not constitute a breach of any law or obligation applicable to it;
(e) as at the Effective Date, all written statements and representations in any written submissions made by the Supplier as part of the procurement process, its tender, its response to a request for proposal and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement;
(f) it shall take all commercially reasonable steps, in accordance with Good Best Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into systems, data, software or the Government’s Confidential Information (held in electronic form) owned by or under the control of, or used by, the Government;
(g) you have it has the right to license, assign and transfer all intellectual property rights in the Goods, Services Service and all related documents or technical specifications, to the Government;
(h) the Software and Services Service will be compatible with existing equipment and software on Government systems and upon installation of the Goods, the Software and Services Service will meet all the Objectives and that when used, the Goods will perform substantially as described in the Documents and this Agreement;
(i) it shall procure the benefit of any warranties or guarantees in respect of Goods and Services and provide copies of such warranties or guarantees to the Government;
(j) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement;
(k) that all payments to the Government, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deduct, in part or in full, any payments made to it under this Agreement;
(l) it will inform Government promptly of all known or anticipated material problems relevant to the delivery of Goods or ServicesService;
(m) it will notify the Government immediately if it has any actual or potential conflict of interest which might affect its ability to provide the Goods or ServicesService;
(n) it is not affected by an insolvency event and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
(o) for the Term and for a period of twelve (12) months after the termination or expiry of this Agreement, the Supplier shall not employ or offer employment to any staff of the Government which have been associated with the provision of the Goods and delivery of purchased Goods without written approval or the prior written consent of the Government which shall not be unreasonably withheld.
5.3 Each of the representations and warranties set out in Sections 5.2 and 5.2 Section 5(e) shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any undertaking in this Agreement.
5.4 If at any time a Party becomes aware that a any representation or warranty given by it under Sections 5.2 and 5.2 Section 5(e) has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation.
5.5 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination the Government may have in respect of breach of that provision by the Supplier which constitutes a material Default.
5.6 The Supplier acknowledges that:
(a) the Government has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;
(b) it has undertaken all necessary due diligence and has entered into this Agreement in reliance on its own due diligence alone;
(c) it acknowledges and warrants that it is fully satisfied as to the scope and nature of the duties and obligations under this Agreement; and
(d) it shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of any:
(i) misinterpretation of the requirements of the Government in the Order Form or elsewhere in this Agreement;
(ii) failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the due diligence information; and/or
(iii) failure by the Supplier to undertake its own due diligence.
Appears in 2 contracts
Samples: Supply of Goods and Services Agreement, Supply of Goods and Services Agreement
Representations and Warranty. 5.1 Each Party represents and warrants that:
(a) it has full capacity and authority to enter into and to perform this Agreement;
(b) this Agreement is executed by its duly authorised Representative;
(c) there are no actions, claims or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it (or, in the case of the Supplier, any of its Affiliates) that might affect its ability to perform its obligations under this Agreement;
(d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable (as the case may be for each Party) bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); and
(e) it will remain compliant with the Xxxxxxx Xxx 0000 Bribery Act 2016 and will not, and will not attempt to, bribe, corrupt or offer any improper inducement or bribe to any person at any time.
5.2 The Supplier represents and warrants that:
(a) the Goods and Services shall comply with the Documents and Specifications;
(b) it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation;
(c) it and its Representatives, have all necessary consents (including, where its procedures so require, the consent of its parent company) and regulatory approvals to enter into this Agreement;
(d) its execution, delivery and performance of its obligations under this Agreement does not and will not constitute a breach of any law or obligation applicable to it;
(e) as at the Effective Date, all written statements and representations in any written submissions made by the Supplier as part of the procurement process, its tender, its response to a request for proposal and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement;
(f) it shall take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into systems, data, software or the Government’s Confidential Information (held in electronic form) owned by or under the control of, or used by, the Government;
(g) you have the right to license, assign and transfer all intellectual property rights in the Goods, Services and all related documents or technical specifications, to the Government;
(h) the Software and Services will be compatible with existing equipment and software on Government systems and upon installation of the Goods, the Software and Services will meet all the Objectives and that when used, the Goods will perform substantially as described in the Documents and this Agreement;
(i) it shall procure the benefit of any warranties or guarantees in respect of Goods and Services and provide copies of such warranties or guarantees to the Government;
(j) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement;
(k) that all payments to the Government, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deduct, in part or in full, any payments made to it under this Agreement;
(l) it will inform Government promptly of all known or anticipated material problems relevant to the delivery of Goods or Services;
(m) it will notify the Government immediately if it has any actual or potential conflict of interest which might affect its ability to provide the Goods or Services;
(n) it is not affected by an insolvency event and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
(o) for the Term and for a period of twelve (12) months after the termination or expiry of this Agreement, the Supplier shall not employ or offer employment to any staff of the Government which have been associated with the provision of the Goods and delivery of purchased Goods without written approval or the prior written consent of the Government which shall not be unreasonably withheld.
5.3 Each of the representations and warranties set out in Sections 5.2 and 5.2 shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any undertaking in this Agreement.
5.4 If at any time a Party becomes aware that a representation or warranty given by it under Sections 5.2 and 5.2 has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation.
5.5 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination the Government may have in respect of breach of that provision by the Supplier which constitutes a material Default.
5.6 The Supplier acknowledges that:
(a) the Government has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;
(b) it has undertaken all necessary due diligence and has entered into this Agreement in reliance on its own due diligence alone;
(c) it acknowledges and warrants that it is fully satisfied as to the scope and nature of the duties and obligations under this Agreement; and
(d) it shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of any:
(i) misinterpretation of the requirements of the Government in the Order Form or elsewhere in this Agreement;
(ii) failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the due diligence information; and/or
(iii) failure by the Supplier to undertake its own due diligence.
Appears in 2 contracts
Samples: Supply of Goods and Services Agreement, Supply of Goods and Services Agreement
Representations and Warranty. 5.1 Each Party represents and warrants that:
(a) : it has full capacity and authority to enter into and to perform this Agreement;
(b) ; this Agreement is executed by its duly authorised Representative;
(c) ; there are no actions, claims or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it (or, in the case of the Supplier, any of its Affiliates) that might affect its ability to perform its obligations under this Agreement;
(d) ; its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable (as the case may be for each Party) bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); and
(e) and it will remain compliant with the Xxxxxxx Xxx 0000 and will not, and will not attempt to, bribe, corrupt or offer any improper inducement or bribe to any person at any time.
5.2 . The Supplier represents and warrants that:
(a) the Goods and Services shall comply with the Documents and Specifications;
(b) : it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation;
(c) ; it and its Representatives, have all necessary consents (including, where its procedures so require, the consent of its parent company) and regulatory approvals to enter into this Agreement;
(d) ; its execution, delivery and performance of its obligations under this Agreement does not and will not constitute a breach of any law or obligation applicable to it;
(e) ; as at the Effective Date, all written statements and representations in any written submissions made by the Supplier as part of the procurement process, its tender, its response to a request for proposal and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement;
(f) ; it shall take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into systems, data, software or the Government’s Confidential Information (held in electronic form) owned by or under the control of, or used by, the Government;
(g) you have the right to license, assign and transfer all intellectual property rights in the Goods, Services and all related documents or technical specifications, to the Government;
(h) the Software and Services will be compatible with existing equipment and software on Government systems and upon installation of the Goods, the Software and Services will meet all the Objectives and that when used, the Goods will perform substantially as described in the Documents and this Agreement;
(i) ; it shall procure the benefit of any warranties or guarantees in respect of Goods and Services and provide copies of such warranties or guarantees to the Government;
(j) ; it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement;
(k) ; that all payments to the Government, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deduct, in part or in full, any payments made to it under this Agreement;
(l) ; it will inform Government promptly of all known or anticipated material problems relevant to the delivery of Goods or Services;
(m) ; it will notify the Government immediately if it has any actual or potential conflict of interest which might affect its ability to provide the Goods or Services;
(n) ; it is not affected by an insolvency event and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
(o) and for the Term and for a period of twelve (12) months after the termination or expiry of this Agreement, the Supplier shall not employ or offer employment to any staff of the Government which have been associated with the provision of the Goods and delivery of purchased Goods without written approval or the prior written consent of the Government which shall not be unreasonably withheld.
5.3 . Each of the representations and warranties set out in Sections 5.2 Section 5 and 5.2 shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any undertaking in this Agreement.
5.4 . If at any time a Party becomes aware that a representation or warranty given by it under Sections 5.2 5 and 5.2 has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation.
5.5 . For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination the Government may have in respect of breach of that provision by the Supplier which constitutes a material Default.
5.6 . The Supplier acknowledges that:
(a) : the Government has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;
(b) ; it has undertaken all necessary due diligence and has entered into this Agreement in reliance on its own due diligence alone;
(c) ; it acknowledges and warrants that it is fully satisfied as to the scope and nature of the duties and obligations under this Agreement; and
(d) and it shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of any:
(i) : misinterpretation of the requirements of the Government in the Order Form or elsewhere in this Agreement;
(ii) ; failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the due diligence information; and/or
(iii) and/or failure by the Supplier to undertake its own due diligence.
Appears in 2 contracts
Samples: Supply of Goods and Services Agreement, Supply of Goods and Services Agreement
Representations and Warranty. 5.1 Each Party represents and warrants that:
(a) it has full capacity and authority to enter into and to perform this Agreement;
(b) this Agreement is executed by its duly authorised Representative;
(c) there are no actions, claims or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it Supply of Goods & Service – 2023 (or, in the case of the Supplier, any of its Affiliates) that might affect its ability to perform its obligations under this Agreement;
(d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable (as the case may be for each Party) bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); and
(e) it will remain compliant with the Xxxxxxx Xxx 0000 Bribery Act 2016 and will not, and will not attempt to, bribe, corrupt or offer any improper inducement or bribe to any person at any time.
5.2 The Supplier represents and warrants that:
(a) the Goods and Services Service shall comply with the Documents and SpecificationsSpecifications and in accordance with Best Industry Practise;
(b) it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation;
(c) it and its Representatives, have all necessary consents (including, where its procedures so require, the consent of its parent company) and regulatory approvals to enter into this Agreement;
(d) its execution, delivery and performance of its obligations under this Agreement does not and will not constitute a breach of any law or obligation applicable to it;
(e) as at the Effective Date, all written statements and representations in any written submissions made by the Supplier as part of the procurement process, its tender, its response to a request for proposal and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement;
(f) it shall take all commercially reasonable steps, in accordance with Good Best Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into systems, data, software or the Government’s Confidential Information (held in electronic form) owned by or under the control of, or used by, the Government;
(g) you have it has the right to license, assign and transfer all intellectual property rights in the Goods, Services Service and all related documents or technical specifications, to the Government;
(h) the Software and Services Service will be compatible with existing equipment and software on Government systems and upon installation of the Goods, the Software and Services Service will meet all the Objectives and that when used, the Goods will perform substantially as described in the Documents and this Agreement;
(i) it shall procure the benefit of any warranties or guarantees in respect of Goods and Services and provide copies of such warranties or guarantees to the Government;
(j) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement;; Supply of Goods & Service – 2023
(k) that all payments to the Government, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deduct, in part or in full, any payments made to it under this Agreement;
(l) it will inform Government promptly of all known or anticipated material problems relevant to the delivery of Goods or ServicesService;
(m) it will notify the Government immediately if it has any actual or potential conflict of interest which might affect its ability to provide the Goods or ServicesService;
(n) it is not affected by an insolvency event and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
(o) for the Term and for a period of twelve (12) months after the termination or expiry of this Agreement, the Supplier shall not employ or offer employment to any staff of the Government which have been associated with the provision of the Goods and delivery of purchased Goods without written approval or the prior written consent of the Government which shall not be unreasonably withheld.
5.3 Each of the representations and warranties set out in Sections 5.2 and 5.2 Section 5(e) shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any undertaking in this Agreement.
5.4 If at any time a Party becomes aware that a any representation or warranty given by it under Sections 5.2 and 5.2 Section 5(e) has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation.
5.5 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination the Government may have in respect of breach of that provision by the Supplier which constitutes a material Default.
5.6 The Supplier acknowledges that:
(a) the Government has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;
(b) it has undertaken all necessary due diligence and has entered into this Agreement in reliance on its own due diligence alone;
(c) it acknowledges and warrants that it is fully satisfied as to the scope and nature of the duties and obligations under this Agreement; and
(d) it shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of any:: Supply of Goods & Service – 2023
(i) misinterpretation of the requirements of the Government in the Order Form or elsewhere in this Agreement;
(ii) failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the due diligence information; and/or
(iii) failure by the Supplier to undertake its own due diligence.
Appears in 2 contracts
Samples: Supply of Goods and Services Agreement, Supply of Goods and Services Agreement
Representations and Warranty. 5.1 Each Party represents and warrants that:
(a) : it has full capacity and authority to enter into and to perform this Agreement;
(b) ; this Agreement is executed by its duly authorised Representative;
(c) ; there are no actions, claims or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it (or, in the case of the Supplier, any of its Affiliates) that might affect its ability to perform its obligations under this Agreement;
(d) ; its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable (as the case may be for each Party) bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); and
(e) and it will remain compliant with the Xxxxxxx Xxx 0000 and will not, and will not attempt to, bribe, corrupt or offer any improper inducement or bribe to any person at any time.
5.2 The Supplier represents and warrants that:
(a) the Goods and Services shall comply with the Documents and Specifications;
(b) it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation;
(cb) it and its Representatives, have all necessary consents (including, where its procedures so require, the consent of its parent company) and regulatory approvals to enter into this Agreement;
(dc) its execution, delivery and performance of its obligations under this Agreement does not and will not constitute a breach of any law or obligation applicable to it;
(ed) as at the Effective Date, all written statements and representations in any written submissions made by the Supplier as part of the procurement process, its tender, its response to a request for proposal and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement;
(fe) it shall take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into systems, data, software or the Government’s Confidential Information (held in electronic form) owned by or under the control of, or used by, the Government;
(g) you have the right to license, assign and transfer all intellectual property rights in the Goods, Services and all related documents or technical specifications, to the Government;
(h) the Software and Services will be compatible with existing equipment and software on Government systems and upon installation of the Goods, the Software and Services will meet all the Objectives and that when used, the Goods will perform substantially as described in the Documents and this Agreement;
(if) it shall procure the benefit of any warranties or guarantees in respect of Goods and Services and provide copies of such warranties or guarantees to the Government;
(jg) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement;
(kh) that all payments to the Government, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deduct, in part or in full, any payments made to it under this Agreement;
(li) it will inform Government promptly of all known or anticipated material problems relevant to the delivery of Goods or Services;
(mj) it will notify the Government immediately if it has any actual or potential conflict of interest which might affect its ability to provide the Goods or Services;
(nk) it is not affected by an insolvency event and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
(ol) for the Term and for a period of twelve (12) months after the termination or expiry of this Agreement, the Supplier shall not employ or offer employment to any staff of the Government which have been associated with the provision of the Goods and delivery of purchased Goods without written approval or the prior written consent of the Government which shall not be unreasonably withheld.
5.3 Each of the representations and warranties set out in Sections 5.2 Section 5.1 and 5.2 shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any undertaking in this Agreement.
5.4 If at any time a Party becomes aware that a representation or warranty given by it under Sections 5.2 5.1 and 5.2 has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation.
5.5 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination the Government may have in respect of breach of that provision by the Supplier which constitutes a material Default.
5.6 The Supplier acknowledges that:
(a) the Government has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;
(b) it has undertaken all necessary due diligence and has entered into this Agreement in reliance on its own due diligence alone;
(c) it acknowledges and warrants that it is fully satisfied as to the scope and nature of the duties and obligations under this Agreement; and
(d) it shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of any:
(i) misinterpretation of the requirements of the Government in the Order Form or elsewhere in this Agreement;
(ii) failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the due diligence information; and/or
(iii) failure by the Supplier to undertake its own due diligence.
Appears in 2 contracts
Samples: Supply of Goods and Services Agreement, Supply of Goods and Services Agreement
Representations and Warranty. 5.1 Each Party represents and warrants that:
(a) it has full capacity and authority to enter into and to perform this Agreement;
(b) this Agreement is executed by its duly authorised Representative;
(c) there are no actions, claims or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it (or, in the case of the Supplier, any of its Affiliates) that might affect its ability to perform its obligations under this Agreement;
(d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable (as the case may be for each Party) bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); and
(e) it will remain compliant with the Xxxxxxx Xxx 0000 and will not, and will not attempt to, bribe, corrupt or offer any improper inducement or bribe to any person at any time.
5.2 The Supplier represents and warrants that:
(a) the Goods and Services shall comply with the Documents and Specifications;
(b) it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation;
(c) it and its Representatives, have all necessary consents (including, where its procedures so require, the consent of its parent company) and regulatory approvals to enter into this Agreement;
(d) its execution, delivery and performance of its obligations under this Agreement does not and will not constitute a breach of any law or obligation applicable to it;
(e) as at the Effective Date, all written statements and representations in any written submissions made by the Supplier as part of the procurement process, its tender, its response to a request for proposal and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement;
(f) it shall take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into systems, data, software or the Government’s Confidential Information (held in electronic form) owned by or under the control of, or used by, the Government;
(g) you have the right to license, assign and transfer all intellectual property rights in the Goods, Services and all related documents or technical specifications, to the Government;
(h) the Software and Services will be compatible with existing equipment and software on Government systems and upon installation of the Goods, the Software and Services will meet all the Objectives and that when used, the Goods will perform substantially as described in the Documents and this Agreement;
(i) it shall procure the benefit of any warranties or guarantees in respect of Goods and Services and provide copies of such warranties or guarantees to the Government;
(j) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement;
(k) that all payments to the Government, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deduct, in part or in full, any payments made to it under this Agreement;
(l) it will inform Government promptly of all known or anticipated material problems relevant to the delivery of Goods or Services;
(m) it will notify the Government immediately if it has any actual or potential conflict of interest which might affect its ability to provide the Goods or Services;
(n) it is not affected by an insolvency event and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
(o) for the Term and for a period of twelve (12) months after the termination or expiry of this Agreement, the Supplier shall not employ or offer employment to any staff of the Government which have been associated with the provision of the Goods and delivery of purchased Goods without written approval or the prior written consent of the Government which shall not be unreasonably withheld.
5.3 Each of the representations and warranties set out in Sections 5.2 and 5.2 shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any undertaking in this Agreement.
5.4 If at any time a Party becomes aware that a representation or warranty given by it under Sections . 5.2 and 5.2 has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation.
5.5 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination the Government may have in respect of breach of that provision by the Supplier which constitutes a material Default.
5.6 The Supplier acknowledges that:
(a) the Government has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;
(b) it has undertaken all necessary due diligence and has entered into this Agreement in reliance on its own due diligence alone;
(c) it acknowledges and warrants that it is fully satisfied as to the scope and nature of the duties and obligations under this Agreement; and
(d) it shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of any:
(i) misinterpretation of the requirements of the Government in the Order Form or elsewhere in this Agreement;
(ii) failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the due diligence information; and/or
(iii) failure by the Supplier to undertake its own due diligence.
Appears in 1 contract
Representations and Warranty. 5.1 Each Party represents and warrants that:
(a) it has full capacity and authority to enter into and to perform this Agreement;
(b) this Agreement is executed by its duly authorised Representative;
(c) there are no actions, claims or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it (or, in the case of the Supplier, any of its Affiliates) that might affect its ability to perform its obligations under this Agreement;
(d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable (as the case may be for each Party) bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); and
(e) it will remain compliant with the Xxxxxxx Xxx 0000 and will not, and will not attempt to, bribe, corrupt or offer any improper inducement or bribe to any person at any time.
5.2 The Supplier represents and warrants that:
(a) the Goods and Services shall comply with the Documents and Specifications;
(b) it is validly incorporated, organised and organisedand subsisting in accordance with the laws of its place of incorporation;
(c) it and its Representatives, have all necessary consents (including, where its procedures so require, the consent of its parent company) and regulatory approvals to enter into this Agreement;
(d) its execution, delivery and performance of its obligations under this Agreement does not and will not constitute a breach of any law or obligation applicable to it;
(e) as at the Effective Date, all written statements and representations in any written submissions made by the Supplier as part of the procurement process, its tender, its response to a request for proposal and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement;
(f) it shall take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into systems, data, software or the Government’s Confidential Information (held in electronic form) owned by or under the control of, or used by, the Government;
(g) you have the right to license, assign and transfer all intellectual property rights in the Goods, Services and all related allrelated documents or technical specifications, to the Government;
(h) the Software and Services will be compatible with existing equipment and software on Government systems and upon andupon installation of the Goods, the Software and Services will meet all the Objectives and that when used, the Goods will perform substantially as described in the Documents and this Agreement;
(i) it shall procure the benefit of any warranties or guarantees in respect of Goods and Services and provide copies of such warranties or guarantees to the Government;
(j) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement;
(k) that all payments to the Government, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deduct, in part or in full, any payments made to it under this Agreement;
(l) it will inform Government promptly of all known or anticipated material problems relevant to the delivery of Goods or Services;
(m) it will notify the Government immediately if it has any actual or potential conflict of interest which might affect its ability to provide the Goods or Services;
(n) it is not affected by an insolvency event and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
(o) for the Term and for a period of twelve (12) months after the termination or expiry of this Agreement, the Supplier shall not employ or offer employment to any staff of the Government which have been associated with associatedwith the provision of the Goods and delivery of purchased Goods without Goodswithout written approval or the prior written consent of the Government which shall not be unreasonably withheld.
5.3 Each of the representations and warranties set out in Sections 5.2 and 5.2 shall be construed as a separate representation and warranty and shall andshall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any undertaking in this Agreement.
5.4 If at any time a Party becomes aware that a representation or warranty given by it under Sections 5.2 and 5.2 has been breached, is untrue or is misleading, it shall immediately shallimmediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation.
5.5 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not shallnot preclude any right of termination the Government may have in respect of breach of that provision by the Supplier which constitutes a material Default.
5.6 The Supplier acknowledges that:
(a) the Government has delivered or made available to the Supplier all of allof the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;
(b) it has undertaken all necessary due diligence and has entered into this Agreement in reliance on its own due diligence alone;
(c) it acknowledges and warrants that it is fully satisfied as to the scope and nature of the duties and obligations under this Agreement; and
(d) it shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of any:
(i) misinterpretation of the requirements of the Government in the Order Form or elsewhere in this Agreement;
(ii) failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the due diligence information; and/or
(iii) failure by the Supplier to undertake its own due diligence.
Appears in 1 contract
Representations and Warranty. 5.1 Each Party Seller represents and warrants thatthat all Goods and Services, as the case may be, are: (a) owned by Seller or Seller has the right to transfer free and clear title to Buyer, (b) free from defects in materials, design and workmanship, (c) in good working order and condition (d) in strict conformance to the specifications, drawings or descriptions, or Samples, Instructions, performance capabilities and other standards Buyer provides to Seller, (e) do not infringe, violate or misappropriate any patent, copyright or other intellectual property rights; and, (f) the manufacture, production, installation, sale and use by Buyer are in compliance with any and all applicable laws, rules and regulations. Seller knows of Xxxxx’s intended use and expressly warrants that all Goods and Services covered by the Agreement will be fit and sufficient for the purposes intended by Buyer. Statements of Seller, or its agents in its advertising and its promotional material as to quality, grade, performance and use of the Goods and/or Services are Seller's express warranties. All warranties survive any inspection, delivery or acceptance of the Goods and/or Services, or payment for the Goods and/or Services delivered and such warranty shall run to Buyer, Buyer's customers and/or Buyer's successors and assigns, and shall not be deemed exclusive of any other warranties, express or implied. In the event that Buyer is in any way enjoined from using the Goods or any portion thereof, Seller shall promptly, at its expense (including, but not limited to, the payment of any royalties occasioned by the following) either:
(a) it has full capacity and authority provide to enter into and to perform this Agreement;
Buyer non-infringing means of using it; (b) this Agreement is executed by its duly authorised Representative;
negotiate and procure for Buyer the right to use it without restriction; or, (c) there are no actions, claims or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it (or, in the case of the Supplier, any of its Affiliates) that might affect its ability to perform its obligations under this Agreement;
(d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable (as the case may be for each Party) bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); and
(e) it will remain compliant with the Xxxxxxx Xxx 0000 and will not, and will not attempt to, bribe, corrupt or offer any improper inducement or bribe to any person at any time.
5.2 The Supplier represents and warrants that:
if neither (a) the Goods and Services shall nor (b) can be accomplished within a reasonable time period, reimburse Buyer for all monies paid for it. Seller will comply with the Documents and Specifications;
(b) it is validly incorporated, organised and subsisting in accordance with the laws Supplier Code of its place of incorporation;
(c) it and its Representatives, have all necessary consents (including, where its procedures so require, the consent of its parent company) and regulatory approvals to enter into this Agreement;
(d) its execution, delivery and performance of its obligations under this Agreement does not and will not constitute a breach of any law or obligation applicable to it;
(e) as Conduct located at the Effective Date, all written statements and representations in any written submissions made by the Supplier as part of the procurement process, its tender, its response to a request for proposal and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement;
(f) it shall take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into systems, data, software or the Government’s Confidential Information (held in electronic form) owned by or under the control of, or used by, the Government;
(g) you have the right to license, assign and transfer all intellectual property rights in the Goods, Services and all related documents or technical specifications, to the Government;
(h) the Software and Services will be compatible with existing equipment and software on Government systems and upon installation of the Goods, the Software and Services will meet all the Objectives and that when used, the Goods will perform substantially as described in the Documents and this Agreement;
(i) it shall procure the benefit of any warranties or guarantees in respect of Goods and Services and provide copies of such warranties or guarantees to the Government;
(j) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement;
(k) that all payments to the Government, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deduct, in part or in full, any payments made to it under this Agreement;
(l) it will inform Government promptly of all known or anticipated material problems relevant to the delivery of Goods or Services;
(m) it will notify the Government immediately if it has any actual or potential conflict of interest which might affect its ability to provide the Goods or Services;
(n) it is not affected by an insolvency event and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
(o) for the Term and for a period of twelve (12) months after the termination or expiry of this Agreement, the Supplier shall not employ or offer employment to any staff of the Government which have been associated with the provision of the Goods and delivery of purchased Goods without written approval or the prior written consent of the Government which shall not be unreasonably withheldxxxx://xxx.Xxxxxx.xxx/supplier-code-of-conduct.
5.3 Each of the representations and warranties set out in Sections 5.2 and 5.2 shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any undertaking in this Agreement.
5.4 If at any time a Party becomes aware that a representation or warranty given by it under Sections 5.2 and 5.2 has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation.
5.5 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination the Government may have in respect of breach of that provision by the Supplier which constitutes a material Default.
5.6 The Supplier acknowledges that:
(a) the Government has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;
(b) it has undertaken all necessary due diligence and has entered into this Agreement in reliance on its own due diligence alone;
(c) it acknowledges and warrants that it is fully satisfied as to the scope and nature of the duties and obligations under this Agreement; and
(d) it shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of any:
(i) misinterpretation of the requirements of the Government in the Order Form or elsewhere in this Agreement;
(ii) failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the due diligence information; and/or
(iii) failure by the Supplier to undertake its own due diligence.
Appears in 1 contract
Samples: Purchase Agreement
Representations and Warranty. 5.1 Each Party represents and warrants that:
(a) : it has full capacity and authority to enter into and to perform this Agreement;
(b) ; this Agreement is executed by its duly authorised Representative;
(c) ; there are no actions, claims or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it (or, in the case of the Supplier, any of its Affiliates) that might affect its ability to perform its obligations under this Agreement;
(d) ; its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable (as the case may be for each Party) bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); and
(e) and it will remain compliant with the Xxxxxxx Xxx 0000 and will not, and will not attempt to, bribe, corrupt or offer any improper inducement or bribe to any person at any time.
5.2 The Supplier represents and warrants that:
(a) the Goods and Services shall comply with the Documents and Specifications;
(b) it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation;
(cb) it and its Representatives, have all necessary consents (including, where its procedures so require, the consent of its parent company) and regulatory approvals to enter into this Agreement;
(dc) its execution, delivery and performance of its obligations under this Agreement does not and will not constitute a breach of any law or obligation applicable to it;
(ed) as at the Effective Date, all written statements and representations in any written submissions made by the Supplier as part of the procurement process, its tender, its response to a request for proposal and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement;
(fe) it shall take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into systems, data, software or the Government’s Confidential Information (held in electronic form) owned by or under the control of, or used by, the Government;
(g) you have the right to license, assign and transfer all intellectual property rights in the Goods, Services and all related documents or technical specifications, to the Government;
(h) the Software and Services will be compatible with existing equipment and software on Government systems and upon installation of the Goods, the Software and Services will meet all the Objectives and that when used, the Goods will perform substantially as described in the Documents and this Agreement;
(if) it shall procure the benefit of any warranties or guarantees in respect of Goods and Services and provide copies of such warranties or guarantees to the Government;
(jg) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement;
(kh) that all payments to the Government, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deduct, in part or in full, any payments made to it under this Agreement;
(li) it will inform Government promptly of all known or anticipated material problems relevant to the delivery of Goods or Services;
(mj) it will notify the Government immediately if it has any actual or potential conflict of interest which might affect its ability to provide the Goods or Services;
(nk) it is not affected by an insolvency event and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
(ol) for the Term and for a period of twelve (12) months after the termination or expiry of this Agreement, the Supplier shall not employ or offer employment to any staff of the Government which have been associated with the provision of the Goods and delivery of purchased Goods without written approval or the prior written consent of the Government which shall not be unreasonably withheld.
5.3 Each of the representations and warranties set out in Sections 5.2 Section 5 and 5.2 shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any undertaking in this Agreement.
5.4 If at any time a Party becomes aware that a representation or warranty given by it under Sections 5.2 5 and 5.2 has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation.
5.5 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination the Government may have in respect of breach of that provision by the Supplier which constitutes a material Default.
5.6 The Supplier acknowledges that:
(a) the Government has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;
(b) it has undertaken all necessary due diligence and has entered into this Agreement in reliance on its own due diligence alone;
(c) it acknowledges and warrants that it is fully satisfied as to the scope and nature of the duties and obligations under this Agreement; and
(d) it shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of any:
(i) misinterpretation of the requirements of the Government in the Order Form or elsewhere in this Agreement;
(ii) failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the due diligence information; and/or
(iii) failure by the Supplier to undertake its own due diligence.
Appears in 1 contract
Representations and Warranty. 5.1 Each Party represents and warrants that:
(a) it has full capacity and authority to enter into and to perform this Agreement;
(b) this Agreement is executed by its duly authorised Representative;
(c) there are no actions, claims or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it (or, in the case of the Supplier, any of its Affiliates) that might affect its ability to perform its obligations under this Agreement;
(d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable (as the case may be for each Party) bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); and
(e) it will remain compliant with the Xxxxxxx Xxx 0000 and will not, and will not attempt to, bribe, corrupt or offer any improper inducement or bribe to any person at any time.
5.2 The Supplier represents and warrants that:
(a) the Goods and Services shall comply with the Documents and Specifications;
(b) it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation;
(cb) it and its Representatives, have all necessary consents (including, where its procedures so require, the consent of its parent company) and regulatory approvals to enter into this Agreement;
(dc) its execution, delivery and performance of its obligations under this Agreement does not and will not constitute a breach of any law or obligation applicable to it;
(ed) as at the Effective Date, all written statements and representations in any written submissions made by the Supplier as part of the procurement process, its tender, its response to a request for proposal and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement;
(fe) it shall take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into systems, data, software or the Government’s Confidential Information (held in electronic form) owned by or under the control of, or used by, the Government;
(g) you have the right to license, assign and transfer all intellectual property rights in the Goods, Services and all related documents or technical specifications, to the Government;
(h) the Software and Services will be compatible with existing equipment and software on Government systems and upon installation of the Goods, the Software and Services will meet all the Objectives and that when used, the Goods will perform substantially as described in the Documents and this Agreement;
(if) it shall procure the benefit of any warranties or guarantees in respect of Goods and Services and provide copies of such warranties or guarantees to the Government;
(jg) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement;
(kh) that all payments to the Government, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deduct, in part or in full, any payments made to it under this Agreement;
(li) it will inform Government promptly of all known or anticipated material problems relevant to the delivery of Goods or Services;
(mj) it will notify the Government immediately if it has any actual or potential conflict of interest which might affect its ability to provide the Goods or Services;
(nk) it is not affected by an insolvency event and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
(ol) for the Term and for a period of twelve (12) months after the termination or expiry of this Agreement, the Supplier shall not employ or offer employment to any staff of the Government which have been associated with the provision of the Goods and delivery of purchased Goods without written approval or the prior written consent of the Government which shall not be unreasonably withheld.
5.3 Each of the representations and warranties set out in Sections 5.2 Section 5.1 and 5.2 shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any undertaking in this Agreement.
5.4 If at any time a Party becomes aware that a representation or warranty given by it under Sections 5.2 Clauses 5.1 and 5.2 has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation.
5.5 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination the Government may have in respect of breach of that provision by the Supplier which constitutes a material Default.
5.6 The Supplier acknowledges that:
(a) the Government has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;
(b) it has undertaken all necessary due diligence and has entered into this Agreement in reliance on its own due diligence alone;
(c) it acknowledges and warrants that it is fully satisfied as to the scope and nature of the duties and obligations under this Agreement; and
(d) it shall not be excused from the performance of any of its obligations under this Agreement on the grounds of, nor shall the Supplier be entitled to recover any additional costs or charges, arising as a result of any:
(i) misinterpretation of the requirements of the Government in the Order Form or elsewhere in this Agreement;
(ii) failure by the Supplier to satisfy itself as to the accuracy and/or adequacy of the due diligence information; and/or
(iii) failure by the Supplier to undertake its own due diligence.
Appears in 1 contract
Representations and Warranty. 5.1 Each Party represents and warrants (each to the extent of its competence) that:
: (a1) it is a corporation duly organized, validly existing and in good standing under the laws of its chartering jurisdiction; (2) it has full capacity the requisite corporate power and authority to enter into execute, deliver and to perform this Agreement;
(b) this Agreement is executed by its duly authorised Representative;
(c) there are no actions, claims or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it (or, in the case of the Supplier, any of its Affiliates) that might affect its ability to perform its obligations under this Agreement;
; (d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable (as the case may be for each Party) bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); and
(e) it will remain compliant with the Xxxxxxx Xxx 0000 and will not, and will not attempt to, bribe, corrupt or offer any improper inducement or bribe to any person at any time.
5.2 The Supplier represents and warrants that:
(a3) the Goods and Services shall comply with the Documents and Specifications;
(b) it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation;
(c) it and its Representatives, have all necessary consents (including, where its procedures so require, the consent of its parent company) and regulatory approvals to enter into this Agreement;
(d) its execution, delivery and performance of its obligations under this Agreement has been duly authorized by all necessary corporate action; (4) the execution, delivery, and performance of this Agreement does not and will not constitute violate, conflict with or cause a breach default under any material agreement, license, lease or other contract to which it is a party or by which it is bound; (5) no approval, authorization or consent of any law governmental or obligation applicable regulatory authority is required to it;
(e) as at the Effective Date, all written statements be obtained by it in order for it to enter into and representations in any written submissions made by the Supplier as part of the procurement process, its tender, its response to a request for proposal and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement;
(f) it shall take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into systems, data, software or the Government’s Confidential Information (held in electronic form) owned by or under the control of, or used by, the Government;
(g) you have the right to license, assign and transfer all intellectual property rights in the Goods, Services and all related documents or technical specifications, to the Government;
(h) the Software and Services will be compatible with existing equipment and software on Government systems and upon installation of the Goods, the Software and Services will meet all the Objectives and that when used, the Goods will perform substantially as described in the Documents and this Agreement;
(i) it shall procure the benefit of any warranties or guarantees in respect of Goods and Services and provide copies of such warranties or guarantees to the Government;
(j) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement;
; (k6) that it shall comply with all payments laws and regulations applicable to it, specifically including the GovernmentPrivacy Regulations, including but not limited to, taxes and social insurance, are current. In the event that any payments are delinquent, the Government may deductshall obtain all applicable permits required by it, in part or in full, any payments made to it under this Agreement;
(l) it will inform Government promptly of all known or anticipated material problems relevant to the delivery of Goods or Services;
(m) it will notify the Government immediately if it has any actual or potential conflict of interest which might affect its ability to provide the Goods or Services;
(n) it is not affected by an insolvency event and no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
(o) for the Term and for a period of twelve (12) months after the termination or expiry of this Agreement, the Supplier shall not employ or offer employment to any staff of the Government which have been associated connection with the provision of the Goods and delivery of purchased Goods without written approval or the prior written consent of the Government which shall not be unreasonably withheld.
5.3 Each of the representations and warranties set out in Sections 5.2 and 5.2 shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any undertaking in this Agreement.
5.4 If at any time a Party becomes aware that a representation or warranty given by it under Sections 5.2 and 5.2 has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation.
5.5 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination the Government may have in respect of breach of that provision by the Supplier which constitutes a material Default.
5.6 The Supplier acknowledges that:
(a) the Government has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this Agreement;
; (b7) it has undertaken all necessary due diligence and has entered into this Agreement is legally binding upon it and enforceable in reliance on accordance with its own due diligence alone;
(c) it acknowledges terms. End User represents and warrants that it is fully satisfied as not the subject of, and that End User is not located in a country or territory that is the subject of, economic sanctions. DeepInspect warrants that Software will substantially conform to the scope applicable Specification. Any marginal differences between the Software and nature of the duties and obligations under this Agreement; and
(d) it Specification shall not be excused from considered essential. DeepInspect does not warrant that the performance operation of any of Software shall be uninterrupted or Error free, that all defects can be corrected, or that Software meets End User’s requirements. If End User discovers a non-conformity in the Software, then DeepInspect’s entire liability and End User’s exclusive remedy shall be as follows. End User shall submit to DeepInspect a written report describing the nonconformity in sufficient detail to permit DeepInspect to reproduce such non-conformity. If DeepInspect confirms, by its obligations under this Agreement on own test, the grounds ofreported non-conformity, nor then DeepInspect shall the Supplier be entitled use commercially reasonable efforts, at its option, to recover any additional costs or charges, arising as a result of any:
(i) misinterpretation of correct the requirements of the Government in the Order Form or elsewhere in this Agreement;
non-conformity, (ii) failure by replace the Supplier to satisfy itself as Software. If DeepInspect, at its own discretion, determines that none of these alternatives is reasonably available, then this Agreement and the Subscription with Reseller relevant to the accuracy and/or adequacy of affected Software shall immediately terminate, without any liability for DeepInspect or the due diligence information; and/or
(iii) failure by the Supplier to undertake its own due diligenceReseller.
Appears in 1 contract
Samples: End User License Agreement
