Vendor Representations and Warranties. The Vendor represents and warrants to the Purchaser that:
Vendor Representations and Warranties. Vendor represents and warrants the following
Vendor Representations and Warranties. Vendor represents and warrants each of the following subsections.
Vendor Representations and Warranties. Vendor further represents and warrants that: (i) the Deliverables that are provided to Customer hereunder (excluding the Customer Materials that are provided by Customer for incorporation into the Deliverables) and the Services will not violate or infringe any common law or statutory right of any third party including, without limitation, any contractual rights, proprietary rights, trademark, service mark, trade secret, copyright, patent rights or any rights of privacy or publicity; (ii) all Vendor Personnel (as defined below) providing Services are eligible to legally work in the United States and each said employee is free from any legal or contractual restraints prohibiting working or the exercise of skills in providing the Services, including any employment agreement or non-competition agreement with another or former employer; (iii) the Services will be performed in a good and workmanlike manner and in accordance with the highest professional standards in the applicable area or areas of expertise required to perform such Services, as well as in accordance with the description of Services set forth in the applicable Statement of Work; (iv) the Deliverables shall conform in all material respects to their relevant specifications and relevant descriptions in the applicable Statement of Work; (v) Services will comply with the service levels in the service level agreement attached hereto (“SLA”), if applicable (and in any case, Vendor will use best efforts on a continuous basis to repair all urgent issues, and commercially reasonable efforts during business hours to repair non-urgent issues); and (vi) no materials provided or created by Vendor hereunder contain viruses or any other contaminants, or disabling devices including, but not limited to, codes, commands or instructions that may be used to access, alter, delete, damage or disable the network or software of Customer, its Affiliates or their respective customers. Vendor shall disclose in writing in advance any actual or apparent conflicts of interest, such as, without limitation, ownership of, by, or common control with, any competitors of Customer, or relationships with officers or decision makers of Customer. Vendor shall use best efforts to ensure that the Services are available 24/7/365 except to the extent outside Vendor’s reasonable control and except for routine maintenance scheduled in advance outside of normal business hours. Notwithstanding anything to the contrary, no matter whether and how...
Vendor Representations and Warranties. Vendor shall have the sole responsibility for, and hereby represents and warrants that it has, by careful examination, satisfied itself concerning the nature and location of Work and the general and local conditions of the Jobsite. Failure of Vendor to acquaint itself with any applicable condition will not relieve it from the responsibility for properly estimating either the difficulties or costs of successfully performing the Work. Vendor further represents and warrants that Vendor’s progress schedule, if applicable, and compensation are based on its own knowledge and judgment of the conditions and hazards involved, and not upon any representation from Company. Company assumes no responsibility for any understanding or representation made or alleged to have been made by any of its representatives, unless such understanding or representation is expressly stated in the Contract. Vendor shall carefully study and review the Contract prior to commencing any portion of the Work, shall carefully review applicable Drawings and Specifications, and shall promptly notify Company by written notice of any conflict with applicable law or of any errors, inconsistencies or omissions it may discover. Vendor represents and warrants that it has the full power and authority to execute, deliver and perform its obligations under the Contract and to engage in the business it presently conducts and contemplates conducting, and is and will be (i) duly licensed or qualified to do business and (ii) in good standing under the laws of the jurisdiction wherein the Work is to be performed. Unless otherwise specified, all loss or damage to Vendor arising out of Vendor’s performance of the Work in connection with the above-mentioned representations and warranties shall be sustained and borne by Vendor at its own cost and expense.
Vendor Representations and Warranties. The Vendor, as of the date hereof, represents and warrants to the Purchaser and acknowledges that the Purchaser is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of the Purchaser, as follows:
Vendor Representations and Warranties. Vendor represents and warrants that: i. Vendor has the right to enter into this Agreement and to provide the Products described herein and in the Task Order(s);
Vendor Representations and Warranties. 2.1 Each of the Vendors acknowledges that any CVI Shares issued to it hereunder will be subject to certain resale restrictions under applicable securities law and the Policies of the TSX Venture Exchange. Each of the Vendors also acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale restrictions and that it is solely responsible for complying with such restrictions (and CVI is not in any manner responsible for ensuring compliance by any Vendor with such restrictions).
Vendor Representations and Warranties. Vendor represents and warrants, for each Vendor Product submitted for listing in the Command Center Service Catalogue, that:
Vendor Representations and Warranties. 5.1 Vendor represents and warrants that it has no prior agreements, nondisclosure obligations, licenses, or other property rights that a might conflict with the interests of UC or prevent or hinder Vendor from providing the Services under this Agreement.
