Supplier Representations and Warranties. Supplier represents and warrants the following:
1. The product and services provided in connection with Hosting services do not infringe a third party’s patent or copyright or other intellectual property rights.
2. Supplier will protect Customer’s Non-Public Data and Personal Data from unauthorized dissemination and use with the same degree of care that each such party uses to protect its own confidential information and, in any event, will use no less than a reasonable degree of care in protecting such confidential information.
3. The execution, delivery and performance of the Contract and any ancillary documents and the consummation of the transactions contemplated by the Contract or any ancillary documents by Supplier will not violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, any written contract or other instrument between Supplier and any third parties retained or utilized by Supplier to provide goods or services for the benefit of the Customer.
4. Supplier shall not knowingly upload, store, post, e-mail or otherwise transmit, distribute, publish or disseminate to or though the Hosting environment any material that contains software viruses, malware or other surreptitious code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or circumvent any “copy-protected” devices, or any other harmful or disruptive program.
Supplier Representations and Warranties. The Supplier hereby represents, warrants and covenants as follows that:
(a) The Supplier is a [corporation/partnership/ ] duly organized and validly existing under the laws of the State of , and is authorized to do business and is in good standing in the State of Delaware;
(b) The Supplier has all requisite power and authority to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder, including Commission certification as an Electric Supplier, which shall be maintained throughout the life of this Agreement, and the lack of which shall immediately terminate the Agreement;
(c) The execution and delivery of this Agreement and the performance of the Supplier’s obligations hereunder have been duly authorized by all necessary actions on the part of the Supplier and do not and will not conflict with or result in a breach of the Supplier’s charter documents or bylaws or any indenture, mortgage, other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the Supplier is a party or by which the Supplier or any of its properties is bound or subject nor any legal proceeding now pending or, to Supplier’s knowledge, threatened;
(d) This Agreement is the valid and binding obligation of the Supplier, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect that affect creditors’ rights generally or by general principles of equity;
(e) There are no actions at law, suits in equity, proceedings or claims pending against it before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the performance of its obligations hereunder;
(f) The Supplier is a signatory to applicable PJM Agreements and is in compliance, and will continue to comply, either directly or through its Scheduling Coordinator, with all obligations, rules and regulations, as established and interpreted by the PJM OI, that are applicable to the Load Serving Entities serving customers located in the PJM Control Area; and
(g) The Supplier will comply with any and all information and data transfer protocols that may be adopted by the Company and, from time to time, modified by the Company after adequate notice to the Supplier. If the Supplier learns that any of the representations, w...
Supplier Representations and Warranties. Supplier represents and warrants to Silk Road Medical that all Products delivered under this Agreement:
(i) strictly comply with the Specifications;
(ii) are new (do not contain any used or reconditioned parts or materials) and fit for the purposes for which they are intended;
(iii) are of sound workmanship, good quality and free from defects in design, construction, manufacture and material;
(iv) do not violate or infringe any third party domestic or foreign patent, copyright, trade secret, trademark or other intellectual property right;
(v) satisfy all Applicable Laws, regulations, certification requirements and agreed standards, including applicable regulatory requirements for the design, manufacture and shipment of the Products, including FDA and any other appropriate international standards;
(vi) are free and clear of all liens, encumbrances, and other claims against title; and
(vii) strictly comply with the terms of this Agreement and the applicable Purchase Orders. If any of the Products are found to be defective or otherwise not in conformity with the warranties in this Section 7.1, then Silk Road Medical and Supplier will mutually agree upon one (or more) of the following courses of action: a) Supplier will take commercially reasonable effort to inspect, remove, reinstall, ship and repair or replace/re-perform nonconforming Products with Products that conform to all requirements of this Purchase Order; b) Supplier will make commercially reasonable effort to take such actions as may be required to cure all defects and/or bring the Products into conformity with all requirements of this Purchase Order, in which event all related costs and expenses (including, but not limited to, material, labor and handling costs or other service) and other reasonable charges shall be for Supplier’s account; and/or c) Silk Road Medical will reject and return all or any portion of such Products. These actions will be at Supplier’s expense and will be undertaken in addition to any other rights, remedies and choices Silk Road Medical may have by law, contract or at equity, and in addition to seeking recovery of any and all damages and costs emanating therefrom. Any repaired or replaced Product, or part thereof, shall carry warranties on the same terms as set forth above.
Supplier Representations and Warranties. Supplier represents and warrants that:
(a) Supplier has the complete power and authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights and licenses granted to Customer under this Agreement;
(b) on the date delivered to Customer, the Products (including any replacement Products delivered to Customer pursuant to Section 8.2) will be new;
(c) on the date delivered to Customer, Customer will acquire good title to the Products, free and clear of all security interests, liens and other encumbrances;
(d) the Supplier-Provided Technology does not and will not infringe, misappropriate or violate the intellectual property rights or proprietary rights of any third party;
(e) for the Warranty Period, the Products will be free from defects in materials or workmanship and will operate in accordance with the Specifications; and
(f) the Products are and will be safe for normal use, are non-toxic, present no abnormal hazards to persons or their environment, comply with all applicable laws and regulations and may be disposed of as normal refuse without special precautions. The representations and warranties set forth in this Section 8.1 will survive inspection, acceptance and payment. The representations and warranties set forth above are exclusive and Supplier hereby disclaims all other warranties, either express or implied, including any implied warranty of merchantability or fitness for a particular purpose. The warranties contained in Sec. 8.1 are given only to Customer and Supplier makes no written or other warranty whatsoever other than as specifically provided herein.
Supplier Representations and Warranties. As of the Start Date, SUPPLIER represents, and warrants the following:
(1) to SUPPLIER’s knowledge, SUPPLIER is not in material breach of any agreement entered into by SUPPLIER with third parties relating to the Product or the Product Intellectual Property Rights which would or might prevent SUPPLIER from granting the rights to DISTRIBUTOR as set out in this Agreement (the “Third Party Agreements”);
(2) there are no actions, suits or claims pending against SUPPLIER with respect to the Product or the Product Intellectual Property Rights in the Territory;
(3) to SUPPLIER’s knowledge, the sale and use of the Product in accordance with and as further outlined in this Agreement, in the Territory, does not infringe the proprietary rights of any third party in the Territory; and
(4) to SUPPLIER’s knowledge, SUPPLIER has disclosed appropriately and has not misrepresented to DISTRIBUTOR, any material matters relating to the Product, the Intellectual Property Rights, marketing, adverse events, supply, clinical and regulatory information pertaining to the Product in the Territory.
Supplier Representations and Warranties. Supplier represents and warrants, in good faith, that:
(i) it is an expert fully competent to perform all the work required for producing the Products and performing the Services in accordance with the terms of this Agreement. [***];
(ii) [***]
(iii) it presently has all adequate facilities and equipment to perform its obligations established in this Agreement. If the use of any facilities or equipment contemplated by Supplier will not be permitted or be available for any reason whatsoever, Supplier agrees that it will arrange for similar facilities and equipment at no cost to Buyer, and any failure to do so must not relieve Supplier from its obligations under this Agreement or under any law;
(iv) it has and it will maintain during the term of this Agreement all licenses and permits applicable including, but not limited to, all licenses required to maintain its activities and to perform its obligations under this Agreement;
(v) it has not and will not enter into any agreement related to the Products which restricts or in any way whatsoever limits the use, operation, maintenance and after sales support of Products by Buyer and/or by Customers.
Supplier Representations and Warranties. The Supplier hereby represents and warrants to Owner:
Supplier Representations and Warranties. Supplier represents and warrants that: (a) it will comply in all material respects with all applicable laws, rules and regulations in connection with all Project work performed by or on behalf of Supplier, including without limitation, all environmental, health, safety and labor laws; (b) all Project work performed by or on behalf of Supplier will be provided in accordance with YETI’s Specifications and instructions, in a timely and professional manner consistent with industry standards; (c) any prototypes, products, equipment or other goods provided by Supplier to YETI will conform to YETI’s Specifications and will be free from defects in materials and workmanship; (d) to the extent Supplier uses any Supplier Pre-Existing Technology in connection with the Project, Supplier owns the entire right, title, and interest, both legal and equitable, in and to the Supplier Pre-Existing Technology; (e) the Supplier Pre-Existing Technology, Developed Technology, Deliverables, and YETI’s receipt and use of the same, and Supplier’s performance of its duties and activities under this Schedule, or any Scope of Work, shall not infringe, misappropriate or otherwise violate any Intellectual Property or other proprietary rights of any third party, including any patent, trademark, trade dress, copyright or trade secret, and no royalties or other payments are required for free use and enjoyment of the Supplier Pre-Existing Technology, Developed Technology, and Deliverables as provided for or contemplated in this Schedule and the Agreement; and (f) any technology, Deliverables or Project Results provided by Supplier to YETI are not in violation of any rights of any third party.
Supplier Representations and Warranties. Supplier represents and warrants to Gogo that as of the Effective Date and at all times thereafter:
16.1 Supplier’s performance under this Agreement does not and shall not violate any law, rule, or regulation;
16.2 Supplier will meet all Product guarantees in the attached Exhibits to this Agreement;
16.3 all Services will be performed in a good and workmanlike manner in accordance with applicable industry standards and practices and the Products will comply with the Specifications for such Services and Products set forth in Exhibit A;
16.4 Supplier possesses the necessary equipment, personnel, and other expertise necessary to provide the Services and Products as set forth herein;
16.5 the Products delivered to Gogo under this Agreement will be free from any viruses, disabling programming codes, instructions, or other such items that may interfere with or adversely affect Gogo’s permitted use of the Products; and
16.6 Supplier will be in compliance with the conflict minerals provisions of Section 1502 of the Dxxx-Xxxxx Act.
Supplier Representations and Warranties. In order to induce Xxxxx to enter into this Agreement and to make purchases hereunder, Supplier hereby represents and warrants to Xxxxx as of the date hereof and each Purchase Date:
