Services and Warranties Sample Clauses

Services and Warranties. The Parties shall perform the services described in this Agreement and Exhibit A. Subject to the terms and conditions of this Agreement, Contractor shall complete the Deliverables in a timely manner and as directed by Company. All Deliverables are subject to Company’s final approval and will be performed in accordance with Company’s standards. Contractor is not authorized to enter contracts or agreements or create obligations on behalf of Company to third parties unless otherwise indicated by Company, in writing. Contractor agrees to use Contractor’s best efforts in the diligent performance of the duties Contractor performs on behalf of Company. Contractor represents and warrants that: (i) Contractor is an expert in the areas needed to create the Deliverables and has the necessary knowledge, skills, experience, qualifications, rights and resources to provide and perform the Deliverables; (ii) Contractor will perform the Deliverables and provide the Deliverables in a diligent, professional and workmanlike manner, in accordance with the Agreement and in a manner consistent with best practices in the industry; (iii) Contractor will perform the Deliverables in compliance with all applicable laws and regulations; and, (iv) Contractor has the full and unrestricted right, power and authority to enter into this Agreement, perform the Deliverables and grant the rights granted herein and Contractor has no other agreements with any other party that would conflict with this Agreement;
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Services and Warranties. Right Networks agrees to provide the Services in accordance with the terms of this Agreement. Notwithstanding the foregoing, because many events and circumstances are beyond the control of Right Networks, Right Networks does not in any way warrant or otherwise guarantee the availability or performance of the Third Party Leased Software that comprise the Services, and is not responsible for any delay or loss of data or other data corruption, lack of or slow internet connectivity, lack of or slow computer processing, insufficient memory, driver incompatibility, version incompatibility, or any other issues that may arise, whether or not due to the negligence of Right Networks. Right Networks does not guarantee that Customer Data cannot be stolen, exfiltrated, lost, damaged, altered, deleted or manipulated. Right Networks does not guarantee that your computer will not get a virus, malware, hacked, ransomwared, infected or otherwise attacked or compromised, or that Right Networks will detect any such intrusion. In the event Customer Data is compromised, Right Networks will use commercially reasonable efforts to restore your Customer Data, settings, and configurations to restore you to your original position. Notwithstanding anything in this Agreement to the contrary, Right Networks may, at its sole discretion, take all such actions as it may deem necessary or advisable to assure the security of its network, the integrity of the network structure, or to prevent damage to its network, its software or any data stored on the Right Networks servers. THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS, AND RIGHT NETWORKS MAKES NO WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER WRITTEN OR ORAL, OR EXPRESS, IMPLIED, OR STATUTORY INCLUDING, BUT WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OR NON-INFRINGEMENT WITH RESPECT TO THE USE, MISUSE, OR INABILTY TO USE THE SERVICES OR ANY PORTION, COPY OR COMPONENTS THEREOF) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY RIGHT NETWORKS, OR THEIR QUALITY OR RELIABILITY, OR OTHERWISE ARISING UNDER THIS AGREEMENT. Information obtained by you from the internet may be inaccurate, offensive or in some cases even illegal. With the exception of the content found on Right Networks websites, Right Networks has no control over information contained on the internet. Right Networks, therefore, accepts no responsibility or liability for any information which you may rec...
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Services and Warranties. The Parties shall perform the Services described in this Agreement and Exhibit A. Contractor represents and warrants that: a) Contractor will perform the Services: i) in a timely, diligent, professional, and collaborative manner; ii) in accordance with the Agreement, iii) in a manner consistent with best practices in the industry; and, iv) in compliance with all applicable laws and regulations; b) Contractor has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein; c) Contractor has no other agreements with any other party that would conflict with this Agreement; and, d) Contractor is not authorized to enter contracts or agreements or create obligations on behalf of Client to third parties unless otherwise indicated by Client in writing. Client represents and warrants that: a) Client has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein; b) Client has no other agreements with any other party that would conflict with this Agreement; c) All elements of text, images, or other artwork provided by Client to Contractor: i) are either owned by Client or Client has obtained all necessary permissions or licenses for their use, and ii) do not infringe on the rights of any third parties, including trademark rights; and, d) Client is responsible for the accuracy, completeness, and propriety of all information provided by Client to Contractor.
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Services and Warranties. 5.1. The Company shall commence on the delivery of the Services on the date of this Agreement or, if later, such date as is specified, and shall endeavour to achieve any timescales required by the Client, but:- 5.1.1. shall not be liable for any failure or delay in so doing where caused by matters outside of its reasonable control; and 5.1.2. the Company shall be entitled to a reasonable period of time to rectify any failure to deliver the Services (where such failure is capable of remedy) prior to the Client exercising any of its rights hereunder. 5.2. The Company warrants to perform the Services with reasonable care and skill. Such warranty is given in lieu of any other warranty express or implied as to the quality of delivery of Services, all of which are excluded to the fullest extent permitted by law. 5.3. Each of the Parties warrants its power to enter into this Agreement and that it has all necessary approvals to do so. 5.4. The Client agrees to cooperate with the Company in the performance of the Services and to give such support, facilities and information as may be reasonably required.
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Services and Warranties. The Organizer confirms and accepts that the Service Provider makes no guarantees as to the desired or obtained results to be expected through the use of the ANYKROWD Platform and any related Services, or that the ANYKROWD Platform and the Services will be available for use without interruption.
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Services and Warranties. The Company shall commence on the delivery of the Services on the date of this Agreement or, if later, such date as is specified, and shall endeavour to achieve any timescales required by the Client, but:- • shall not be liable for any failure or delay in so doing where caused by matters outside of its reasonable control; and • the Company shall be entitled to a reasonable period of time to rectify any failure to deliver the Services (where such failure is capable of remedy) prior to the Client exercising any of its rights hereunder. • The Company warrants to perform the Services with reasonable care and skill. Such warranty is given in lieu of any other warranty express or implied as to the quality of delivery of Services, all of which are excluded to the fullest extent permitted by law. • Each of the Parties warrants its power to enter into this Agreement and that it has all necessary approvals to do so. • The Client agrees to cooperate with the Company in the performance of the Services and to give such support, facilities and information as may be reasonably required.
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Services and Warranties. 31 2.32 Authority Relative to Agreements; Enforceability; Company Shareholder Agreement.......................................................32 2.33 Disclosure..................................................................32
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Services and Warranties. The Disclosure Letter describes or specifically references all warranties or other commitments that may give rise to claims against the Company or ViraTrac, Inc. (collectively "Commitments") made by the Company or ViraTrac, Inc. with respect to services provided by the Company or ViraTrac, Inc. during the last three (3) years. Except for experience consistent with the Company's or ViraTrac, Inc.'s past experience and disclosed or reserved against in the Annual Statements and the Interim Statements, all services provided by the Company and ViraTrac, Inc. during the last three (3) years complied in all material respects with the Commitments applicable thereto and with all requirements in the agreements applicable to such services. Except as listed on the Disclosure Letter, there has been no breach or departure in any respect by the Company or ViraTrac, Inc. from its Commitments in connection with the services by the Company or ViraTrac, Inc. in the last three (3) years that could reasonably be expected to result in material liability. Except as set forth in the Disclosure Letter, there are no claims against the Company or ViraTrac, Inc. of any kind with respect to the services it has provided that are pending or, to the Company's knowledge threatened, and no such claims were outstanding during the two years preceding the date hereof. No services were provided in a manner that will result in any claim against the Company or ViraTrac, Inc. that could reasonably be expected to result in material liability.
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Related to Services and Warranties

  • Customer Representations and Warranties (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so. (b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto. (c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank. (d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet. (e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment. (f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations. (g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will: a) Violate any provision of the charter documents of Contractor; b) Violate any laws, rules, regulations, or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Contractor; or c) Violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which Contractor may be bound, the occurrence of which in the aggregate would have a material adverse effect on the properties, business, prospects, earnings, assets, liabilities, or condition (financial or otherwise) of Contractor.

  • Customer’s Representations and Warranties Upon Xxxxxx’s request from time to time, Customer will provide Seller with current financial information. Customer represents and warrants that any financial information provided to Seller will be true and correct in all material respects and shall fairly and accurately present the financial condition of Customer as of the date of such financial statements. Customer hereby authorizes Seller to review and evaluate Customer’s credit background from time to time.

  • Client’s Representations and Warranties Client hereby represents and warrants to Adviser that: (i) Client has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms; (iii) Client’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of Client or any obligations by which Client is bound, whether arising by contract, operation of law or otherwise; (iv) Client will deliver to Adviser evidence of Client’s authority in compliance with such governing documents upon Adviser’s request; and (v) the Client is the owner of all cash, Investments and other assets in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash, securities or assets.

  • Client Representations and Warranties 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account will be deemed to be held by the persons as joint tenants despite any actual or constructive notice to Admiral of any partnership or other agreement between the persons. The joint holding will be only be deemed not to be held as joint tenants if Admiral expressly agrees that in writing that the persons consisting the client hold the Account as tenants in common in equal shares or by a court determination of that it is not held as joint tenants; if the Client is an investment manager or a responsible entity, the investment management agreement or fund constitution specifically empowers and authorises dealings in the Admiral Products, by the Client and on behalf of their underlying clients or investors; and such dealings are within the authorised ambit of each underlying client’s investment strategy; it will enter into Transactions pursuant to the applicable investment management agreement as investment manager or responsible entity and not otherwise; (iii) it will only deal in Admiral Products when the funds or other assets under its control are sufficient to meet the obligations which arise in connection with such dealing; and if your appointment as investment manager or responsible entity is terminated, it is authorised to arrange for Closing Out of all Transactions entered into on behalf of the Client prior to the date of such termination as soon as possible; is not an employee or the close relative of an employee of any exchange participant; you have read these Account Terms and any product disclosure statement issued by Admiral in relation to the Admiral Products and Transactions relevant to the Account (including the disclosures of significant risks); you have considered your objectives and financial situation and you have had a reasonable opportunity to obtain appropriate independent advice prior to entering into these Account Terms, and has formed the opinion that dealing in the Admiral Products is suitable for your needs and purposes; the Client is willing and able, financially and otherwise, to assume the risk of trading in high risk investments, Transactions using Margin and all other Transactions covered by these Account Terms; all information supplied to Admiral by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order with Admiral and you assume full responsibility for any Order placed with Admiral; you fully understand the relevant provisions of: the prohibition of false or misleading markets and other market manipulation as described in Applicable Laws and section 1041A of the Corporations Act; the prohibition of xxxxxxx xxxxxxx as described in section 1043A of the Corporations Act; the prohibition of false trading and market rigging as described in sections 1041B and 1041C of the Corporations Act; the prohibition of misleading and deceptive conduct described in section 1041H of the Corporations Act; and Applicable Laws and, to the extent your investing in Admiral Products have Underlying Reference Instruments which are governed by the Corporations Act, the conditions upon which short selling is permitted on the ASX and the disclosure obligations are imposed on short sellers. You will notify Admiral if you are funding your account using superannuation as that may impact your classification as a retail or wholesale client. You acknowledge to us that you have received or downloaded, and read and understood the TMD document and you agree that you are within the class of consumers described in our TMD.

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • Licensee’s Representations and Warranties LICENSEE represents and warrants that: (a) it is a duly organized and validly existing corporation and has full authority to enter into this Agreement and to carry out the provisions hereof, (b) the execution, delivery and performance of this Agreement by LICENSEE does not conflict with any agreement or understanding to which LICENSEE may be bound, and (c) excluding the Intellectual Property Rights, LICENSEE is either (i) the sole owner of all right, title and interest in and to the trademarks, copyrights and all other Proprietary Rights incorporated into the Game or the Artwork or used in the development, advertising, marketing and sale of the Licensed Products or the Marketing Materials, or (ii) the holder of such rights, including trademarks, copyrights and all other Proprietary Rights which belong to any third party but have been licensed from such third party by LICENSEE, as are necessary for incorporation into the Game or the Artwork or as are used in the development, advertising, marketing and sale of the Licensed Products or the Marketing Materials under this Agreement.

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

  • Subscriber Representations and Warranties Subscriber represents and warrants to the Company that: (a) If Subscriber is a legal entity, Subscriber (i) has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of formation or incorporation and (ii) has the requisite power and authority to enter into, and perform its obligations under, this Subscription Agreement. If Subscriber is an individual, Subscriber has the legal competence and capacity to enter into and perform its obligations under this Subscription Agreement. (b) If Subscriber is an entity, this Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. If Subscriber is an individual, Subscriber’s signature is genuine and the signatory has the legal competence and capacity to execute this Subscription Agreement. Assuming the due authorization, execution and delivery of the same by the Company, this Subscription Agreement shall constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. (c) The purchase of the Subscribed Shares hereunder, the compliance by Subscriber with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) if Subscriber is a legal entity, the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that in the case of clauses (i) and (iii), would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber that, individually or in the aggregate, would reasonably be expected to materially impair or materially delay Subscriber’s performance of its obligations under this Subscription Agreement, including the purchase of the Subscribed Shares.

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