Vendor Warranties. 2.1 The vendor warrants that these general conditions 1 to 28 are identical to the general conditions 1 to 28 in the standard form of contract of sale of real estate prescribed by the Estate Agents (Contracts) Regulations 2008 for the purposes of section 53A of the Estate Agents Act 1980.
2.2 The warranties in general conditions 2.3 and 2.4 replace the purchaser’s right to make requisitions and inquiries.
2.3 The vendor warrants that the vendor:
(a) has, or by the due date for settlement will have, the right to sell the land; and
(b) is under no legal disability; and
(c) is in possession of the land, either personally or through a tenant; and
(d) has not previously sold or granted any option to purchase, agreed to lease or granted a pre-emptive right which is current over the land and which gives another party rights which have priority over the interest of the purchaser; and
(e) will at settlement be the holder of an unencumbered estate in fee simple in the land; and
(f) will at settlement be the unencumbered owner of any improvements, fixtures, fittings and goods sold with the land.
2.4 The vendor further warrants that the vendor has no knowledge of any of the following:
(a) public rights of way over the land;
(b) easements over the land;
(c) lease or other possessory agreement affecting the land;
(d) notice or order affecting the land which will not be dealt with at settlement, other than the usual rate notices and any land tax notices;
(e) legal proceedings which would render the sale of the land void or voidable or capable of being set aside.
2.5 The warranties in general conditions 2.3 and 2.4 are subject to any contrary provisions in this contract and disclosures in the Section 32 Statement required to be given by the vendor under section 32 of the Sale of Land Act 1962 in accordance with Division 2 of Part II of the Act.
2.6 If sections 137B and 137C of the Building Act 1993 apply to this contract, the vendor warrants that:
(a) all domestic building work carried out in relation to the construction by or on behalf of the vendor of the home was carried out in a proper and workmanlike manner; and
(b) all materials used in that domestic building work were good and suitable for the purpose for which they were used and that, unless otherwise stated in the contract, those materials were new; and
(c) domestic building work was carried out in accordance with all laws and legal requirements, including, without limiting the generality of this warranty, the Bu...
Vendor Warranties. 5.1 The Company warrants and undertakes to and with the Purchaser that the Warranties are true and accurate in all respects as at the date of this Agreement and will continue to be so up to and including Completion and agree to use its best endeavours (including taking such remedial action as may be necessary) to ensure that the Warranties have remained and will remain true and accurate in all respects from the date of signing of this Agreement up to the time of Completion and acknowledge that the Purchaser, in entering into this Agreement, is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations of the Company under the Warranties shall in no circumstances be lessened, modified, relieved or otherwise reduced due to any actual or constructive knowledge of the Purchaser of any facts or events relating to the business, operations or otherwise of the Company, whether such knowledge is gained in the course of the due diligence conducted under Clause 3.2 or otherwise.
5.2 The Vendor has full power to enter into and perform this Agreement and this Agreement will constitute, binding obligations on the Vendor, enforceable in accordance with their terms.
5.3 The Company and the Vendor agrees that the Purchaser shall treat each of the Warranties (to the extent that they are applicable to them) as a condition of this Agreement. In addition, each of the Warranties is without prejudice to any other Warranty and, except where expressly otherwise stated, no provision in any Warranty shall govern or limit the extent or application of any other provision in any Warranty.
5.4 The Company agrees to fully indemnify and keep the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) which the Purchaser and its assignee may incur or sustain from or in consequence of any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Purchaser and its assignee in relation to any such breach of Warranties and all such rights and remedies are hereby reserved.
5.5 The Warranties shall survive Completion and the rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by Completion or by any investigation made by or on behalf of the Purchaser into the affairs of the Company or by the Purchaser rescinding, or failing to r...
Vendor Warranties. In addition to any warranty obligations in the Incorporated Documents, Vendor hereby represents and warrants:
(a) that Vendor shall perform the Project with the professional skill and care ordinarily provided by comparable professionals in the same industry;
(b) that each of the Vendor employees and agents assigned to perform Vendor’s obligations under this Contract and Incorporated Documents, shall have the skill and training to perform the Project in accordance with the foregoing standard of care, and that all work shall be produced in a professional and workmanlike manner;
(c) that the SAVNS system shall materially conform to the requirements as set forth in this Contract, and in the SOW and Incorporated Documents;
(d) that all deliverables provided hereunder shall materially conform to the requirements as set forth in this Contract, and in the SOW and Incorporated Documents;
(e) that all Project performance and deliverables provided under the Contract are, and will be, free of all liens, claims and other restrictions, and that Named Entity’s use and possession of such deliverables will not violate the terms or conditions of any license, confidentiality agreement, non- competition agreement, employment agreement or any other agreement to which Vendor, its agents, officers, employees or subcontractors may be subject;
(f) that Vendor has the right to develop and assign all ownership rights in the deliverables to OAG as contemplated under this Contract, free from infringement claims, free from violations of unfair competition law, and free from violations of any other contract or law; and
(g) that Vendor will implement reasonable and appropriate measures to prevent unauthorized disclosure or exposure of Named Entity Protected Data during Vendor’s performance of the Participating Entity Services due under this Contract and the Incorporated Documents. These representations and warranties are essential and material to Named Entity’s willingness to enter into this Contract.
Vendor Warranties. Except as otherwise expressly provided in Section 17, the warranties of the Vendor pursuant to Section 17 will be deemed to apply to all Work performed by any Subcontractor as though the Vendor had itself performed such Work. Except as otherwise specifically provided in Section 17, the Parties agree that such warranties will not be enforceable merely on a "pass-through" basis. The Owner may, but will not be obligated to, enforce such warranties of any Subcontractor to the extent that the Owner determines that the Vendor is not paying and/or performing its warranties; provided that any such election by the Owner will not relieve the Vendor from any obligations or liability with respect to any such warranty.
Vendor Warranties. Except as otherwise expressly provided in Section 18, the warranties of the Vendor pursuant to Section 18 shall be deemed to apply to all Work performed by any Subcontractor as though the Vendor had itself performed such Work and to all Products supplied by any third-party vendor or other subcontractor as though the Vendor itself had supplied such Products. Except as otherwise specifically provided in Section 18, the parties agree that such warranties shall not be enforceable merely on a "pass-through" basis but that Owner may, but shall not be obligated to, enforce such warranties of any Subcontractor to the extent that the Owner determines that the Vendor is not paying and/or performing its warranties; provided that any such election by the Owner shall not relieve the Vendor from any obligations or liability with respect to any such warranty.
Vendor Warranties. Binary warrants that: (a) Binary shall comply with all applicable laws and regulations; (b) in rendering the Services, it and its employees have all necessary rights, authorizations, or licenses to provide the Services hereunder and to provide all related materials and services required under this Agreement or any agreement entered into pursuant hereto; (c) each of its employees assigned to perform services under any Order shall have the proper skill, training and background so as to be able to perform in a competent and professional manner and that all work will be so performed in accordance with the applicable Order, Requirements Statement and Design; (d) Acquisition shall receive free, good and clear title to all Deliverables, including without limitation the Binary Platform, Software, and Technology, to be owned by Acquisition under this Agreement; (e) each and every Deliverables, including without limitation the Binary Platform, Software, and Technology, hereunder shall be provided in a manner consistent with good commercial practice, free from defects in material and workmanship, and shall conform to the specifications for same as set forth in this Agreement.,
Vendor Warranties. Vendor represents and warrants to PCI SSC that: (a) subject to the restrictions on use set forth in this Agreement, it has the right to disclose to the Reviewing QA Team Members all Vendor Information, including without limitation, the contents of each Assessment Report; (b) in connection with each Product with respect to which Vendor seeks Acceptance by PCI SSC, Vendor either owns such Product or has all rights, licenses, authorizations or other permissions necessary in order to request such Acceptance and to permit PCI SSC to take all actions necessary, appropriate or otherwise contemplated with respect to such Product in accordance with this Agreement and applicable Program Requirements; and (c) neither the execution nor performance of this Agreement by Vendor violates or shall cause PCI SSC to violate any applicable statute, law, regulation, or other legal or regulatory requirement.
Vendor Warranties. Vendor warrants that: (i) it has sufficient right and authority to enter into this Agreement and to carry out its obligations hereunder; (ii) to the best of Vendor’s knowledge, Vendor’s products and services to be used in connection with the Data Set do not infringe the intellectual property rights of any other party; and (iii) Vendor’s use of the content contained in the Data Set will comply with all applicable laws, rules and regulations.
Vendor Warranties. 2.1 Warranties from Vendors The Warranty provisions of this Annex B apply to BXXX Parts only. However, BXXX has made or shall make reasonable efforts to obtain favourable warranties from vendors, with respect to Vendor Parts and Power Plant Parts. Except as specifically provided under this Annex B Article 2, BXXX shall have no liability or responsibility for any such Vendor Parts and Power Plant Parts and the warranties for those Vendor Parts and Power Plant Parts shall be the responsibility of the vendor and a matter as between Buyer and vendor.
Vendor Warranties. Operator shall use its best efforts to obtain not less than one-year vendor warranties for all spare parts and replacement parts, other than parts having a useful life of less than one year and parts supplied by Owner pursuant to Article III. Any warranties obtained by Operator from outside vendors or subcontractors shall be assignable and passed through to Owner, but, during the term of Agreement, Operator shall maintain, administer and enforce such warranties for the benefit of Owner; provided, however, Operator shall not file suit to enforce any such warranty without the prior written consent of Owner.
