SPECIFIC WARRANTIES. In particular, Contractor warrants to Owner that:
20.2.1 Contractor shall perform the Work in full compliance with the terms and conditions set forth herein;
20.2.2 the Materials and the Work shall be designed, manufactured, engineered, constructed, completed, pre-commissioned, commissioned, tested and delivered in accordance with this Agreement;
20.2.3 the Materials and the Work shall be designed, manufactured, engineered, constructed, completed, tested and delivered, in a workmanlike manner and in accordance with this Agreement, Owner Standards, all Permits and approvals of Government Authorities, Applicable Codes and Standards and all applicable Laws;
20.2.4 the Work, including all Materials and each component thereof (a) shall conform to the specifications and descriptions set forth herein, (b) shall be new, complete, and of suitable grade for the intended function and use in accordance with this Agreement, (c) shall be free from defects (including latent defects) in design, material and workmanship, and (d) shall meet the requirements set forth in Exhibit A and the Agent For Contracts;
20.2.5 the Materials, or any component of Materials, shall be composed and made of only proven technology, of a type in commercial operation at the Effective Date; provided that Owner’s agreement for Contractor to use any Materials not in compliance with this Section 20.2.5 shall not relieve Contractor of any of its obligations under this Agreement;
20.2.6 if, prior to the expiration of the Warranty Period, two (2) or more of the same components of the Work experience a Defect of an identical or nearly identical nature that causes or could reasonably be expected to cause an outage or derating of the Facility (herein, a “Serial Defect”), then Contractor shall examine the cause of the Serial Defect and (i) undertake technical analysis of the underlying problem in order to determine (A) the root cause of such Serial Defect and (B) the repairs or replacements that may be required to avoid future occurrences of such Serial Defect, (ii) prepare and provide to Owner a written report setting forth the results of such analysis, (iii) promptly redesign if necessary and repair or replace any Materials, as necessary, and (iv) extend the Warranty Period for that portion of the Work that Contractor redesigned, repaired or replaced for an additional period of [***] months. Such warranty extension for Serial Defects is in lieu of and not in addition to the extension of the Warranty Per...
SPECIFIC WARRANTIES. In addition to any other warranties set forth herein, Supplier shall represent, warrant and covenant the specific warranties for the Goods attached hereto and incorporated herein.
SPECIFIC WARRANTIES. The Supplier warrants and represents to the Customer that: The Deliverables will, as of the date of final acceptance as contemplated in clause 39.6., be free from defects and suitable for the purpose for which the Supplier was appointed, with reference amongst others to the Specifications and the Specified Objectives; It will render the Services timeously, alternatively complete the Services or Project by the Target Date(s) specified in the relevant SOW (where applicable); It will at all times use and adopt the best available techniques and standards to enable it to render the Services or execute the Project in a fit and proper manner and to render the Services or execute the Project with due care, skill and diligence; It will at all times comply with the reasonable Instructions of the Customer's representative and co-operate, communicate and closely consult with such entities, partners and third parties as the Customer may reasonably require in relation to the Services or execution of the Project from time to time. The Customer will however be responsible for the management of such third parties and their performance, including their attendance at meetings and the timelines and quality of their input and work; It will for the Duration of this Agreement have a sufficient number of adequately qualified, skilled and experienced Employees to render the Services or execute the Project in accordance with the provisions of this Agreement; and The Services, Project and/or specified Deliverables are sufficient, insofar as sufficiency reasonably depends on the Supplier, to ensure that the Customer is able to successfully achieve the Specified Objectives. In addition to the warranties set out in clause 42.1., the Supplier will also provide to the Customer the warranties described in Schedule A (if any), alternatively in the relevant SOW. To the extent necessary for the rendering of the Services or execution of the Project, the Customer and the Supplier hereby grant to the other a royalty free licence, valid for the Duration of the Agreement to make use of their respective Intellectual Property, solely for purposes of facilitating the rendering of the Services or execution of the Project. The aforesaid license is granted on the basis that the Intellectual Property is made available as is, without warranty of any kind. The Parties accept and agree that a Party will not acquire or have any claim to the ownership and/or continued use in any Intellectual Property: Owned ...
SPECIFIC WARRANTIES. NDD hereby represents and warrants,
(A) it has the full right, power and corporate authority to enter into this Agreement, and to make the promises and to grant the licenses set forth in this Agreement and there are no agreements, assignments or encumbrances inconsistent with the provisions of this Agreement;
(B) it owns all right, title and interest in the Patent Rights by assignment or otherwise, and is not a sublicensee under any of the patents under the Patent Rights and Appendix 1.12 indicates the status of all Patent Rights and all applications are still pending in good standing and have not been abandoned;
(C) it has disclosed all patents, patents pending, and patent applications in Appendix 1.12 which are owned by it or with respect to which it has the right to sublicense.
(D) to the best of its knowledge, no actions are threatened or pending before any court or governmental agency or other tribunal relating to the Patent Rights;
(E) the Patent Rights have not or will not be obtained through any tortious activity or omission or misrepresentation by NDD that would limit or destroy the validity of the Patent Rights and NDD has no knowledge or information that would impact on or affect the validity and/or enforceability of the Patent Rights.
SPECIFIC WARRANTIES. (a) Orbitz represents and warrants that it has, and will continue to have during the Term, the right to license all Orbitz Software and sublicense the Datalex Software (if such is used to provide Hosting and Support Services) in accordance with this Agreement.
(b) Orbitz represents and warrants that it will perform the Services in a good and workmanlike manner and, when applicable, in accordance with the Service Level Agreement. In case of breach of warranty, Orbitz will, as its sole and exclusive liability and as AA's sole and exclusive remedy, (i) correct or re-perform the defective Services or, at Orbitz's discretion, (ii) refund the fees actually paid to Orbitz for the defective Services. In the event Orbitz provides the Hosting and Support Services in breach of the above stated warranty, AA's sole and exclusive remedy and Orbitz's sole and exclusive liability will be the service level credits or termination as set forth in the Service Level Agreement.
SPECIFIC WARRANTIES. Orbitz represents and warrants that it will perform the Pre-Launch Development Services in a good and workmanlike manner and will meet or exceed the service levels set forth in the Service Level Agreement. In the event that Orbitz fails to perform the Pre-Launch Services in a good and workmanlike manner, Orbitz will re-perform the defective Pre-Launch Development Services. In the event that Orbitz fails to meet or exceed the service levels set forth in the Service Level Agreement, Airline will be entitled to the applicable service level credits and/or the right to termination set forth in the Service Level Agreement. This section and the applicable section in the Service Level Agreement set forth Airline's exclusive remedies and Orbitz's sole liabilities in the event of any breach of warranty with respect to the quality of the Services.
SPECIFIC WARRANTIES. Supplier warrants that the Products will at all times (a) perform in accordance with and conform to the Specification and, and (b) possess the characteristics that Supplier has referred to through samples and prototypes or in marketing; and (c) be fit for their intended purpose, as such purpose has been set out in the Specification. Supplier further warrants the Services shall be performed with reasonable care and skill and be free from errors in operation and performance, shall comply with the applicable Specification in all respects, and shall provide the functions and features and operate in the manner agreed to by the parties under this Agreement. Xxxxx shall notify Supplier in writing of any defects that have appeared in the Products and/or Services, including a description of the defect. Products and/or Services that deviate from the warranties in sections 7.1 and 7.2 shall be considered defective. Supplier shall promptly (and within the specific time frame, if any, set out in the Specification) remedy the defective Products and/or Services at its own risk and cost, by repair, replacement or re- performance (if re-performance is reasonably convenient to Ingka and provides an adequate remedy of the defect). Xxxxx shall further be entitled to compensation for damages, costs and expenses.
SPECIFIC WARRANTIES. Vendor warrants that the products will at all times (a) perform in accordance with and conform to the Purchase Order or, if applicable, specification and, and (b) possess the characteristics that Vendor has referred to through samples and prototypes or in marketing; and (c) be fit for their intended purpose, as such purpose has been set out in the Purchase Order or, if applicable, specification. Vendor further warrants the services shall be performed with reasonable care and skill and be free from errors in operation and performance, shall comply with the Purchase Order and, if applicable, specification, in in all respects, and shall provide the functions and features and operate in the manner agreed to by the parties under this Agreement. Buyer shall notify Vendor in writing of any defects that have appeared in the products and/or services, including a description of the defect. Products and/or services that deviate from the warranties in this section shall be considered defective. Vendor shall promptly (and within the specific time frame, if any, set out in the Purchase Order or, if applicable, specification) remedy the defective products and/or services at its own risk and cost, by repair, replacement or re-performance (if re-performance is reasonably convenient to Buyer and provides an adequate remedy of the defect). Buyer shall further be entitled to compensation for damages, costs and expenses.
SPECIFIC WARRANTIES. (I) THE SELLER WARRANTS TO, AND UNDERTAKES AND COVENANTS WITH THE PURCHASER AS FOLLOWS:
(a) the Seller has full power and authority to enter into and perform and to comply with its obligations under this Agreement and any other agreement which it is required to enter into under this Agreement;
(b) this Agreement constitutes and any such other agreements when executed will constitute valid, legally binding and enforceable obligations on the Seller in accordance with its or their respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganisation, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and subject to general equity principles; and
(c) the entry into, performance of or compliance by the Seller with its obligations under this Agreement and any document entered into in accordance with this Agreement does not violate or constitute a default of any agreement or instrument to which it is a party or which is binding on it or over its assets; or result in the existence of, or oblige it to create any security over those assets.
SPECIFIC WARRANTIES. (i) The Company has no liability or obligation under any of the following: - an agreement or arrangement, save for the Bank Loan, entered into other than in the ordinary course of its business; - an agreement or arrangement entered into other than by way of a bargain at arm's length; - save for the Bank Loan, an agreement or arrangement restricting the Company's freedom to operate the whole or part of its business or to use or exploit any of its assets; or - to the Seller’s Best Knowledge an agreement, arrangement or obligation with which the Company cannot comply on time or without unusual expenditure of money or effort.
(ii) The Company is not: - a member of a joint venture, consortium, partnership or association, or - a party to a distributorship, franchise or arrangement.
(iii) The Company is a party to agency agreements and management agreements and all those agreements will be disclosed to the Purchaser for due diligence purposes.
