Representations Warranties and Disclaimers. I represent and warrant that I am legally entitled to grant the rights and promises set forth in this Agreement. IN ALL OTHER RESPECTS THE SPECIFICATION IS PROVIDED "AS IS." The entire risk as to implementing or otherwise using the Specification is assumed by the implementer and user. Except as stated herein, I expressly disclaim any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to the Specification. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. All of my obligations under Section 3 regarding the transfer, successors in interest, or assignment of Granted Claims will be satisfied if I notify the transferee or assignee of any patent that I know contains Granted Claims of the obligations under Section 3. Nothing in this Agreement requires me to undertake a patent search.
Representations Warranties and Disclaimers. 9.1 Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
Representations Warranties and Disclaimers a. Seller in no way warrants the Properties’ condition, habitability, safety, or use for a particular purpose.
Representations Warranties and Disclaimers. Each Party represents and warrants as of the Effective Date that it has the authority and is appropriately authorized to enter into this Agreement and to perform its obligations under this Agreement free of any restrictions or encumbrances. Recipient understands and acknowledges that the CUSL Materials are experimental in nature and may have unknown characteristics. All the CUSL Materials are being provided on an “as is” basis with no warranties of any kind, express or implied, with respect thereto, and CUSL hereby expressly disclaims the applicability of any express or implied warranties of merchantability, fitness for a particular purposes, or non-infringement of third party intellectual property rights. CUSL cannot be held liable if the CUSL Materials cannot offer the needed quality to conduct the Research. Recipient understands and acknowledges that CUSL cannot insure the quantity of the CUSL Materials needed for the Research. CUSL is not responsible and cannot be held liable if there is not enough CUSL Materials. Recipient shall be solely responsible for the conduct of the Research and for any use, handling or storage of the CUSL Materials (and any Derivatives) in connection therewith. Under no circumstances will CUSL have any liability or responsibility for, and Recipient shall indemnify and hold CUSL harmless with respect to, any and all liabilities, obligations, losses and damages of any kind whatsoever arising from or in connection with any use, handling or storage of the CUSL Materials and/or Derivatives by or on behalf of the Recipient, except in case of negligence, non-compliance to Protocol or this Agreement by CUSL or in case of improper performance of its professional duties by CUSL team involved in the Research. The Recipient shall be responsible for and liable hereunder with respect to any breach of this Agreement which is caused by the actions of its Representatives . Term and termination This Agreement shall have effect as from its Effective Date and unless earlier terminated shall expire within (__/__/____) as of the Effective Date. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon written notice with immediate effect, if at any time the other Party breaches any terms of this Agreement. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon sixty (60) days prior written notice. In case an event prevents purs...
Representations Warranties and Disclaimers. 13.1 Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
Representations Warranties and Disclaimers. I represent and warrant that I am legally entitled to grant the rights and promises set forth in this agreement. IN ALL OTHER RESPECTS THE CONTRIBTUIONS ARE PROVIDED "AS IS." The entire risk as to implementing or otherwise using the Draft Deliverable or Final Deliverable is assumed by the implementer and user. Except as stated herein, Member expressly disclaims any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to the Specification. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Representations Warranties and Disclaimers. In addition to, and without limiting, any disclaimers outlined elsewhere in the Agreement:
Representations Warranties and Disclaimers. 960 Each Bound Entity represents and warrants that such Bound Entity is legally entitled to grant the 961 rights and promises set forth in this Agreement. Signatory represents and warrants that it has the 962 authority to bind its Related Entities to this Agreement. ANY SPECIFICATION IS PROVIDED 963 “AS IS.” Except as stated herein, each Bound Entity expressly disclaim any warranties (express, 964 implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness 965 for a particular purpose, or title, related to a Specification. The entire risk as to implementing or 966 otherwise using a Specification is assumed by the implementer and user. IN NO EVENT WILL 967 ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS OR ANY FORM 968 OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY 969 CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO 970 THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT 971 (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER 972 PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Nothing in this 973 Agreement requires any Bound Entity to undertake a patent search or enforce any Essential 974 Claims, in whole or in part. 975 7 Withdrawal from Agreement 976 7.1 Voluntary Withdrawal 977 Any Member shall be permitted to withdraw from this Agreement at any time by giving written 978 notice to the Board of its intent to terminate its participation. If, after the Date, a Related Entity 979 of the Signatory ceases to be Controlled by or under common Control with the Signatory, such 980 Related Entity shall be permitted to withdraw from this Agreement at any time after the date on 981 which such Related Entity ceases to be Controlled by or under common Control with the 982 Signatory by giving written notice to the Board of its intent to terminate its participation. Such 983 voluntary withdrawal shall be effective upon receipt of the notice by the Board.
Representations Warranties and Disclaimers. 9.1 XENOMICS represents and warrants to IVS (i) that it has the right to sublicense the Patent Rights in Territory and that XENOMICS has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms, (iv) that it is not in default under the Exclusive License Agreement, and there has not occurred any event which, with a lapse of time or giving of notice, or both, would constitute such a default. There has not been any default by any party or dispute between XENOMICS and any party under the Exclusive License Agreement, (v) as of the Effective Date, it has no actual knowledge of any conflict of any kind with any inventor(s) listed or any of the owner of the Patent Rights, which may restrict it from entering into this Agreement, granting the rights or fulfilling its obligations hereunder, (vi) as of the Effective Date, the Patent Rights are in good standing and have not lapsed for failing to meet a deadline and they have diligently been prosecuted and maintained, (vii) As of the Effective Date no person has challenged by way of a notice in writing the validity of any claim comprised within the Patent Rights, and (viii) as of the Effective Date there are no judicial, arbitral, regulatory or administrative proceedings or investigations, claims, actions or suits relating to the inventions disclosed in the Patent or their use, making, commercialization, practice or any other exploitation thereof pending against the Original Licensors, XENOMICS, its Affiliates or any of XENOMICS’ sublicensees in any court or by or before any governmental body or agency and, to the best of XENOMICS’ knowledge, no such judicial, arbitral, regulatory or administrative proceedings or investigations, actions or suits have been threatened agains the Original Licensors, XENOMICS, its Affiliates or any of XENOMICS’ sublicensees.
Representations Warranties and Disclaimers. 3.2.1 WorldSpace represents and warrants that it has all right, title, and interest in and to the WorldSpace Intellectual Property Rights purported to be licensed by it to Analog and all power and authority necessary to grant the licenses to such intellectual property that are granted by WorldSpace to Analog hereunder.
