TOTAL Warranties Sample Clauses

TOTAL Warranties. In addition to the representations, warranties and covenants made by TOTAL elsewhere in this Agreement, TOTAL represents and warrants to AMYRIS as of the Effective Date and covenants during the Term of this Agreement as follows (where “knowledge” is used, it shall refer to knowledge as of the Effective Date): (a) It has the full right and authority to enter into this Agreement and to grant the rights to AMYRIS as contemplated herein and to carry out the transactions contemplated herein. (b) Neither TOTAL nor its Affiliates has incurred any obligation or entered into any agreement for any investment banking, brokerage or finder’s fee or commission in respect of the transactions contemplated by this Agreement for which AMYRIS or any of its Affiliates shall incur any liability. (c) Neither the execution nor the delivery of this Agreement by TOTAL, nor the consummation by TOTAL of the transactions contemplated hereby shall (with or without the giving of notices or the passage of time) (i) violate any Legal Requirement or other restriction of any Governmental Entity to which TOTAL is subject or any provision of the charter or bylaws (or other organizational documents) of TOTAL or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Third Party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which TOTAL is a party or by which TOTAL is bound which (in the case of clause (ii) only) could adversely affect the consummation of the transactions contemplated hereby. (d) Any and all funding of R&D Costs made by AMYRIS to TOTAL for the R&D Activities as stipulated in this Agreement shall be used by TOTAL solely in connection with the R&D Activities within the R&D Collaboration as approved by the Management Committee and for no other purpose. (e) As of the Effective Date, there is no material suit, action, claim, investigation, litigation or proceeding pending, or, to the knowledge of TOTAL, currently threatened against TOTAL that would impact the R&D Collaboration. (f) Unless otherwise agreed by the Parties, TOTAL agrees that any Strains provided by TOTAL as TOTAL Included IP will be maintained as proprietary and confidential by TOTAL. TOTAL shall not disclose to any Third Party (other than any JV Company) during the Term any and all such Strains except as otherwise permitted under this Agreement or t...
View SourceView Similar (3)

Related to TOTAL Warranties

  • General Warranties Seller warrants that (a) Goods are new and do not contain any used or reconditioned parts or materials, unless otherwise specified or approved by AGILENT; (b) Goods are manufactured by or for the original manufacturer and do not contain any counterfeit materials. (c) Goods and results of the Services do not use or incorporate any freeware, shareware or open source software, unless otherwise specified or approved by AGILENT; and (d) all Services shall be performed in a professional manner.

  • Mutual Warranties Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

  • Additional Warranties Where Contractor, product manufacturer or service provider generally offers additional or more advantageous warranties than set forth below, Contractor shall offer or pass through any such warranties to Authorized Users. Contractor hereby warrants and represents: a. Product Performance Contractor warrants and represents that Products delivered pursuant to this Contract conform to the manufacturer's specifications, performance standards and documentation, and the documentation fully describes the proper procedure for using the Products.

  • General Warranty Vendor warrants that the Services will be performed and delivered in a professional, first-class manner in accordance with this Agreement and the standards prevailing in the industry. To this end, Vendor will undertake the following actions without additional consideration during the term of this Agreement and for one (1) year thereafter: (a) promptly make necessary revisions or corrections to resolve any errors and omissions on the part of Vendor; and, (b) confer with Citizens as Citizens deems appropriate for the purpose of interpreting any of the Services or information furnished. Acceptance of or payment for the Services by Citizens shall not relieve Vendor of these responsibilities. The warranties and covenants in this Section will extend to and bind Vendor’s subcontractors, if any.

  • No Additional Warranties EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.