Representations Warranties and Limitation of Liability. 7.1. OKYO and Tufts MC each warrants to the other that it has full power and authority under its constitution, and has taken all necessary actions and obtained all authorisations, licences, consents and approvals, to allow it to enter into this Agreement and to perform its obligations hereunder.
7.2. No Party makes any representation or gives any warranty to the other that any advice or information given by it or any of its employees, contractors or other personnel who carry out the research set out in the Research Plan, or the content or use of any Arising IP, Materials or information provided in connection with the Research Plan, shall not constitute or result in the infringement of the rights of any Third Party (including, but not limited to, Intellectual Property Rights).
7.3. No Party accepts any liability or responsibility for any use which may be made by the other Party of any Arising IP, nor for any reliance which may be placed by that other Party on any Arising IP, nor for advice or information given in connection with any results.
7.4. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, its Affiliates, directors, officers, employees, agents, subcontractors or sub-licensees (together, the “Indemnified Parties”) from and against each and every claim made by a Third Party against any of the Indemnified Parties, such Third Party claims arising as a result of the gross negligence or wilful misconduct of the Indemnifying Party (or any of its Affiliates, directors, officers, employees, agents, subcontractors or sub-licensees) in performing its obligations or exercising its rights under this Agreement, provided that the Indemnified Parties must, except with respect to any claim made in a criminal proceeding brought against an Indemnified Party:
7.4.1 promptly (and in any event, within 30 (30) business days of receipt of such claim) notify the Indemnifying Party of details of such claim;
7.4.2 not make any statement, admission, settlement or compromise in relation to the claim;
7.4.3 allow the Indemnifying Party to take such action as it shall deem necessary, in its absolute discretion, to avoid, dispute, resist, appeal, compromise or contest any such claim in the name of the applicable Indemnified Parties and to have the sole conduct of any related proceedings, negotiations or appeals (provided, however, that the Indemnifying Party may not, without each relevant Indemnified Party’s prior written consent which ...
Representations Warranties and Limitation of Liability. Neither Reddy nor Aradigm makes any indemnity, representation, or warranty, either express or implied, with respect to the Drug Substance, except for indemnities, representations, and warranties expressly set forth in this Agreement. In no event shall either party be liable to the other party under this Agreement for punitive, exemplary, consequential, or special damages including, without Execution copy 92904 limitation, damages related to lost good will, lost customers, or lost profits, beyond those damages expressly provided herein, including without limitation as provided in Section 13(c). Execution copy 92904
Representations Warranties and Limitation of Liability. 14.1 NetGenics represents that it has the right and authority to enter into this Agreement and grant the license contained herein.
14.2 NetGenics warrants to Subscriber from the date of acceptance and for the Term of this Agreement that: (i) the Product, any custom software modules developed by NetGenics for Subscriber and any Subscriber Software will substantially conform to the Documentation, provided that it is used at the Designated Location and with the environment for which it was designed; (ii) the Product and any custom software modules developed by NetGenics for Subscriber will process dates accurately prior to, during and after the calendar year 2000 (including, without limitation, accurate century recognition, ability to accommodate same century and multi-century formulas and date values and interface values reflecting the appropriate century); and,
Representations Warranties and Limitation of Liability. 17.1. Orange Money Liberia shall use all reasonable efforts to ensure that all transaction requests are processed in a timely manner. However, Orange Money Liberia makes no representations or warranties as to continuous, uninterrupted or secure access to the ORANGE MONEY service, which may be affected by factors outside Orange Money Liberia’s control, or may be subject to periodic testing, repair, upgrade or maintenance.
17.2. Orange Money Liberia makes no representations or warranties as to the legality of the transactions you or any ORANGE MONEY system Participant undertakes.
17.3. Orange Money Liberia will not be under any liability for any loss or damage or injury to you howsoever arising and will not be under liability in respect of any claim made against you by any third party including without limitation any liability arising out of any product liability legislation.
17.4. Orange Money Liberia shall not be under any liability for any direct, indirect, consequential or contingent loss or damage costs, expenses or other claims for consequential compensation howsoever arising and whether foreseeable or not.
17.5. You shall indemnify Orange Money Liberia, and keep Orange Money Liberia indemnified, from and against any and all loss, damage or liability, whether criminal or civil, suffered, any legal fees and costs incurred by Orange Money Liberia resulting from a breach of this Agreement by you including breaches caused by any act, neglect or default of your employees, or any third party claim in respect of any matter arising from your conduct, provided that the liability has not been incurred through any default by Orange Money Liberia in relation to its obligations under this Agreement.
17.6. Except as provided herein Orange Money Liberia’s liability shall not whether in contract, tort or otherwise exceed in aggregate for any breach or breaches the sum of LBD100, 000.00 (Liberia Dollars One Hundred Thousand Only). Orange Money Liberia shall have no liability in respect of any claim unless notice thereof shall have been served upon Orange Money Liberia at its registered office within one month of the cause of Action arising and proceedings in respect of the same shall have been issued no later than 6 months thereafter.
17.7. You shall indemnify Orange Money Liberia from and against any and all loss, damage or liability, whether criminal or civil, suffered, any legal fees and costs incurred by Orange Money Liberia resulting from a breach of this Agreemen...
Representations Warranties and Limitation of Liability. You represent, warrant, and covenant to Licensor, at all times while this Agreement is in effect, that you have read and understood the terms and conditions of this Agreement, which constitutes a valid and binding agreement enforceable against you in accordance with its terms and you agree to use the Product only as directed and in compliance with the terms and conditions of this Agreement and any applicable purchase order or invoice. The Product is warranted to be free from defects in materials or workmanship for a period of twelve (12) months from the date of the Product invoice. Within this period, Licensor will, at its exclusive and sole discretion, repair or replace any components that fail in normal use or provide a replacement Product to you. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY IS TO SEEK REPLACEMENT OR REPAIR OF THE DEFECTIVE PRODUCT. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES AND WARRANTIES, EXPRESS OR IMPLIED. YOU UNDERSTAND THAT THE PRODUCT IS NOT DESIGNED AND IS NOT INTENDED TO PROVIDE ACCURATE, CONSISTENT, OR RELIABLE MEASUREMENTS, RECORDINGS, RESULTS, AND OUTPUT INCLUDING IN CONNECTION WITH THE ANALYSIS AND DETERMINATION OF ANIMAL LUNG FUNCTION AND HEALTH, IN ALL POSSIBLE SCENARIOS, AND YOU ACCEPT ALL RESPONSIBILITY, RISK, AND LIABILITY IN CONNECTION WITH THE USE OF THE PRODUCT, INCLUDING ANY AND ALL CONSEQUENCES THEREOF. LICENSOR DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. YOU UNDERSTAND THAT THE PRODUCT IS PROVIDED “AS-IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE PRODUCT, INCLUDING THE RESULTS AND OUTPUT THEREOF, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, SUITABILITY, MERCHANTABILITY, AND NON- INFRINGEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO ONE OR MORE OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY NON-EXCLUDED IMPLIED WARRANTY IS LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF YOUR RECEIPT OF THE PRODUCT. LICENSOR MAKES NO REPRESENTATION OR WARRANTY THAT THE PRODUCT, INCLUDING THE RESULTS AND OUTPUT THEREOF, WILL ACCURATELY ASCERTAIN, DIAGNOSE, DETECT OR QUANTIFY THE PRESENCE OR ABSENCE OF ANY ABNORMALITY, ILLNESS OR DISEASE. YOU ACKNOWLEDGE THAT THE PRODUCT HAS A CERTAIN DEGREE OF UNCERTAINTY AND INACCURACY. LICENSOR HAS NO PHYSICAL CONTROL OVER YOUR USE OF THE PRODUCT AND...
Representations Warranties and Limitation of Liability. Section 5.1.
Representations Warranties and Limitation of Liability. 22 ARTICLE X
Representations Warranties and Limitation of Liability. 6.1 REAL warrants and represents that it shall comply with all applicable federal, state and local laws, regulations and rules and provide Services in a good and workmanlike manner, in accordance with generally accepted practices and procedures. Unless otherwise specified in the Statement of Work, upon completion of the specifications or the Statement of Work , REAL's provisions of the Services will be deemed accepted by Client. Upon request, CLIENT shall sign a project acceptance document, which is attached hereto as Exhibit B.
6.2 EXCEPT AS PROVIDED ABOVE, REAL MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OT IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABLITY OR FITTNESS FOR A PARTICULAR PURPOSE AS TO THOSE SERVICES PROVIDED HEREUNDER.
6.3 REAL'S LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID TO REAL DURING THE TERM OF THE APPLICABLE STATEMENT OF WORK.
6.4 REAL SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF REAL HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES.
Representations Warranties and Limitation of Liability. 8.1 Representations of Licensor Licensor represents and warrants to Licensee as follows.
(a) Xxxxxxxx-Xx Xxxxx Inc. is a corporation duly organized under the laws of the State of New Jersey, and X. Xxxxxxxx-Xx Xxxxx Ltd is a corporation duly organized under the laws of Switzerland. Each of such corporations has all requisite legal and corporate power and authority to carry on its business and to perform its obligations under this Agreement. All action on the part of Licensor necessary for the execution and delivery of this Agreement and the performance of Licensor’s obligations under this Agreement has been taken. The person(s) executing this Agreement on behalf of Licensor have all necessary corporate powers and have been duly authorized by Licensor to execute, and deliver this Agreement on its behalf. This Agreement constitutes a valid and binding obligation of Licensor, enforceable in accordance with its terms. Except as have been or will be obtained by Licensor and except for Product Registrations, no permit, consent, approval or authorization of, or declaration to or filing with, any person, party or governmental authority is required in connection with the delivery, consummation, or performance by Licensor of this Agreement.
(b) The execution, delivery and performance of this Agreement by Licensor will not, with or without notice or the passage of time or both, result in any violation of, be in conflict with or constitute a default under any material contract, obligation or commitment to which Licensor is a Party or by which it is bound, or, to the best knowledge of Licensor, any statute, rule or governmental regulation applicable to Licensor. Table of Contents
(c) Licensor owns or controls under valid licenses with the right of sublicense all right, title and interest in and to the Licensed Patents and Licensed Technology. As of the Effective Date of this Agreement, to the best knowledge of Licensor, there are no adverse actions, suits, or claims pending or threatened against Licensor in any court or by or before any governmental body or agency with respect to the Licensed Technology or the Licensed Patents and, to the best knowledge of Licensor, there are no Third Party patents which might give rise to such actions, suits or claims.
(d) Licensor has used its Best Efforts to identify and retrieve all information that Licensor has acquired or generated as of the Effective Date relating to the Licensed Patents or Licensed Technology that is reasonably...
Representations Warranties and Limitation of Liability
