Representations Warranties Disclaimers. (a) S&P represents and warrants that S&P has the right to grant the rights granted to Licensee herein and that the license and rights granted herein shall not infringe any trademark, service xxxx, trade secret, patent, copyright or other proprietary right of any third party.
(b) conforms to the notice in Subsection 7(b), including a cross reference to the SAI disclosure. Licensee shall furnish a copy of the prospectus and, if applicable, the SAI, to S&P: The Product is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the S&P 500 Index to track general stock market performance. S&P's only relationship to the Licensee is S&P's grant of permission to Licensee to use the S&P 500 Index which is determined, composed and calculated by S&P without regard to the Licensee or the Product. S&P has no obligation to take the needs of the Licensee or the owners of the Product into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Product or the timing of the issuance or sale of the Product or in the determination or calculation of the equation by which the Product is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Any changes in the foregoing disclai...
Representations Warranties Disclaimers x 9.1. Each Party warrants that it has the authority and right to enter into this CSA and that this CSA constitutes a valid and binding agreement between the Parties.
x 9.2. PingCAP warrants that the TiDB Cloud Services will operate in substantial conformity with the applicable documentation. If PingCAP is unable to correct any reported nonconformity with this warranty, you may terminate this CSA and, as your sole remedy, you will be entitled to receive a refund of any prepaid fees covering the remainder of the term after the termination date. This warranty will not apply if the error or non-conformance was caused by misuse of the TiDB Cloud Services, any modifications to the TiDB Cloud Services by anyone other than PingCAP, or third-party hardware, software, or services used in connection with the TiDB Cloud Services.
x 9.3. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.2 OR THE SLA, (a) THE TIDB CLOUD SERVICES AND ITS FUNCTIONALITY ARE PROVIDED ON AN "AS IS" AND "AS- AVAILABLE" BASIS. PINGCAP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT OF THIRD PARTY'S RIGHTS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PINGCAP OR ITS REPRESENTATIVES SHALL BE DEEMED TO CREATE A WARRANTY AND (b) NEITHER PINGCAP NOR ITS REPRESENTATIVES REPRESENT OR WARRANT THAT THE TIDB CLOUD SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE OR COMPLETE, THAT THE TIDB CLOUD SERVICES WILL COMPLY WITH ANY PARTICULAR REGULATORY REQUIREMENTS OR THAT PINGCAP WILL CORRECT ANY PARTICULAR BUGS OR ERRORS. YOU ACKNOWLEDGE THAT WE CANNOT GUARANTEE (i) THE SECURITY OF OUR SYSTEMS OR (ii) THE QUALITY OR ACCURACY OF ANY PARTICULAR RESULTS WITH RESPECT TO YOUR USE OF THE TIDB CLOUD SERVICES.
Representations Warranties Disclaimers. (1) Licensor covenants, represents and warrants that it has all necessary corporate power, capacity and authority to enter into this Agreement and to perform its respective obligations hereunder.
(2) Licensor has obtained all due authorization and taken all necessary corporate action on the part of the each respective company to validly execute and deliver this Agreement and, on the part of Licensor, to grant the rights and licenses contemplated by this Agreement.
(3) To the best of Licensor’s knowledge, the Licensed Patents are owned by Oryon Technologies, LLC.
(4) Exhibit A sets out a complete and accurate list of all Canadian patents and patent applications issued to Licensor. Exhibit B sets out a complete and accurate list of all patents and patent applications held by Licensor outside of the Territory.
(5) Licensor will maintain, at its expense, the Licensed Patents set out in Exhibit A in good standing in the Canadian patent office to the extent such Licensed Patents are registered as of the date of this Agreement and become registered thereafter. Licensor can maintain the Licensed Patents using counsel of its choice.
(6) Nothing contained in this Section 5 or elsewhere in this Agreement, however, shall be construed as a warranty or representation on the part of Licensor: (i) as to the validity, enforceability, or scope of any Licensed Patents; or (ii) that any manufacture, offer for sale, sale, import, use or other disposition of Covered Products and Services hereunder will be free from infringement of any patent rights or other intellectual property rights of any third party.
(7) Licensee represents and warrants to Licensor that neither Licensee, nor any of its Approved Affiliates, will directly or indirectly challenge the validity or enforceability of any of the Licensed Patents or participate in the creation or acquisition of any Affiliate where a primary purpose of such creation or acquisition is to extend the benefits of this Agreement to a third party that is not approved by Licensee pursuant to Section 3(3). Licensee agrees that any such attempt to extend such benefits shall not extend the licenses, covenants and/or immunities granted under this License Agreement to such third party.
(8) Licensor shall promptly notify Licensee in writing of the invalidation of any patent in the Licensed Patents. Licensor shall promptly provide Licensee advance written notice before applicable bar dates as to Licensor’s ceasing to maintain any patent in the Li...
Representations Warranties Disclaimers. 13 4.1 Of Sublessee....................................................13 4.2 Of Sublessor....................................................14 4.3 Subordination of Sublease to Head Lease.........................16
Representations Warranties Disclaimers. 1Representations and Warranties of the Parties. Each Party represents and warrants to the other Party that as of the Effective Date:
Representations Warranties Disclaimers. 4.1. Of Sublessee. Sublessee hereby makes the following representations, warranties and covenants to Sublessor:
Representations Warranties Disclaimers. 7.1 ASM represents to Client that (a) it has reviewed compliance of the Program with applicable federal law and regulations, (b) it believes the Program complies with applicable federal law and regulations, and (c) it is not aware of any instance of a financial institution failing to comply with applicable federal law and regulations on account of its implementation of the Program.
7.2 Client acknowledges that although ASM provides, as a part of the Program, information, recommendations and other consultation services on matters that may be subject to state and federal laws and regulations, ASM cannot give legal advice. Client agrees that it will not rely on ASM to assure Client’s compliance with any applicable state or federal laws and regulations or other legal requirements (“Applicable Legal Requirements”). Client further acknowledges that ASM has advised Client to obtain, and that Client agrees to obtain, its own legal counsel to assure that the Program, and its implementation and operation by Client, complies with all Applicable Legal Requirements. Client’s adoption and effectuation of any recommendation or other Program element shall constitute Client’s warranty to ASM that Client has determined, with the assistance of necessary and appropriate legal counsel, that adoption and effectuation of the recommendations and other Program elements complies with all Applicable Legal Requirements.
7.3 ASM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, INCLUDING ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.
7.4 ASM SHALL NOT BE LIABLE FOR ANY FAILURE OF THE PROGRAM OR OF CLIENT AND ITS IMPLEMENTATION OR OPERATION OF THE PROGRAM TO COMPLY WITH ANY APPLICABLE LEGAL REQUIREMENTS, NOR SHALL ASM BE LIABLE FOR ANY FAILURE OF THE PROGRAM OR ITS IMPLEMENTATION OR OPERATION TO PROVIDE ANY PARTICULAR RESULT. IN NO EVENT SHALL ASM’s LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO ASM HEREUNDER. IN NO EVENT SHALL ASM BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.
Representations Warranties Disclaimers. Each Party represents and warrants that it has the requisite corporate power and authority to enter into this MSA and Service Orders and to carry out the transactions contemplated hereunder. Each party represents and warrants that it will comply in all respects with the export restrictions applicable to any hardware, software and technology delivered to the Customer hereunder and will otherwise comply with the applicable United States laws and regulations in effect during the term.
Representations Warranties Disclaimers. Indemnities -------------------------------------------------------
Representations Warranties Disclaimers. You represent and warrant that (i) you have full power and authority to enter into the Agreement;
