W arranties. Whether or not Seller is a merchant of goods and/or services provided by it, Seller warrants that all goods and/or services provided by it: (i) shall be free of conflict minerals, (ii) shall be of good quality and workmanship and free from defects, latent or patent; (iii) shall conform to all specifications, drawings, descriptions furnished, specified, or adopted by Buyer; (iv) shall be merchantable and suitable and sufficient for their intended purposes; and (v) shall be free of any claim of any third party. NONE OF THE REMEDIES AVAILABLE TO BUYER FOR THE BREACH OF ANY OF THE FOREGOING WARRANTIES MAY BE LIMITED EXCEPT TO THE EXTENT AND IN THE MANNER AGREED UPON THE BUYER IN A SEPARATE AGREEMENT SPECIFICALLY DESIGNATING SUCH LIMITATION AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF BUYER. Buyer’s inspection and/or acceptance of and/or payment for goods and/or services shall not constitute a waiver by it of any warranties. Buyer’s approval of any sample acceptance of any goods shall not relieve Seller from responsibility to deliver goods and to perform services conforming to specifications, drawings and descriptions. Buyer may reject any portion or all of any shipment of products that does not conform to the applicable specifications or descriptions of the products within 60 days of receipt and may return such rejected products to Seller, at Seller’s sole option for replacement, refund or credit. Buyer’s payment to Seller for products prior to Buyer’s rejection as non-conforming shall not be deemed as acceptance by Buyer.
W arranties. We do not warrant that Digital (online and/or mobile) Banking will meet your requirements, operate without interruption or be error-free, and we will not be liable for any loss or damage caused by the unavailability or improper functioning of Digital (online and/or mobile) Banking, or for any actions you take in reliance on Digital (online and/or mobile) Banking, including without limitation, service interruption, inaccuracies, delays, or loss of data.
W arranties. Seller warrants that: the Product will be free and clear, from and after time of delivery, of any security interest, or encumbrance related to Seller (Seller agrees that should any encumbrance be claimed against the Product, Seller will immediately cause the same to be discharged and terminated; and, will further, hold Buyer harmless there from); Seller has good and merchantable title to the Product; the Product meets Seller’s specifications in accordance with the Seller’s Contract description. Seller’s weights and measures are to govern in any dispute or settlement thereof. Product quantity shall be measured when and where the Product is loaded for deliver as follows: (i) for railcar, by means of the railcar’s gauging device and applicable outage tables; (ii) for tank truck, by means of a weigh scale or metering device; and (iii) for tank storage or pipeline, by means of meter or other mutually accepted method. All measurements shall be corrected for temperature of 60°F. THE WARRANTIES IN THIS SECTION ARE BUYER'S EXCLUSIVE REMEDY AND IS IN LIEU OF ALL OTHER WARRANTIES, COVENANTS OR REPRESENTATIONS. SELLER MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, WHICH EXTEND BEYOND THOSE SPECIFICALLY STATED IN THIS PARAGRAPH. THE IMPLIED WARRANTY OR FITNESS FOR A PARTICULAR PURPOSE IS HEREBY DISCLAIMED.
W arranties a) Landlord warrants and represents that, as of the Commencement Date and during the Term:
i) Landlord (1) is a limited par1nership duly formed, validly existing and in good standing under the law of the State of Texas, (2) is qualified to do business in and is in good standing under the laws of the State of Texas in which the Land is located (the "~"), and (3) has full right and power to execute and perform this Lease and to grant the estate demised herein; Landlord's General Partner, DSL Management, L.L.C., a Texas limited liability company ("General Partner"), who is acting as its signatory for this Lease, is duly authorized and empowered to act for and on behalf of the General Partner, and this Lease, including its execution by Landlord, is enforceable and binding upon Landlord and has been authorized by all requisite action on behalf of the General Partner. General Partner (i) is a limited liability company duly formed, validly existing and in good standing under the law of the State of Texas, (2) is qualified to do business in and is in good standing under the laws of the State of Texas in which the Land is located (the "~"), and (3) has full right and power to execute and perform this Lease and to grant the estate demised herein; General Partner's President, who is acting as General Partner's signatory for this Lease is duly authorized and empowered to act for and on behalf of General Partner. Upon request by Tenant, Landlord shall furnish to Tenant (i) written evidence of Landlord's authority to complete this transaction and empowering those executing documents on Landlord's behalf to do so and (ii) Landlord's certificate of good standing in the State;
ii) Landlord is either currently the owner of the Land in fee simple absolute or will become such owner; this Lease is and shall be a first lien on the Leased Premises subject only to any "Mortgage" (as hereinafter defined) or "Ground Lease" (as hereinafter defined) to which this Lease may be subordinated as set forth in Section 20 below; and neither the "Permitted Encumbrances" (as hereinafter defined) nor any other encumbrances grant any other party the rights to use any parking spaces located on the Leased Premises;
iii) Neither the execution and delivery by Landlord of this Lease nor the performance by Landlord of the terms hereof will (x) conflict with or- violate any other agreement or instrument or any writ, order or decree to which Landlord is a party or by which Landlord is bound or (y) be p...
W arranties. Rieker warrants that all services performed under this Agreement shall be performed by qualified personnel with the proper skill, training, and experience so as to be able to perform competently and in a manner consistent with good practice in its industry and that all work shall be performed in accordance with this Agreement. Customer represents and warrants that it: (a) will not use the Services, Rieker Materials, or the Hardware, in any manner which is in violation of any laws, governmental regulations or tariffs or allow end users to do so; and (b) Customer shall not, directly or indirectly, re-license or sell the Services or Hardware or modify, translate, reverse engineer, decompile or create derivative works based upon the Services or Hardware.
W arranties. 19.1 The Company warrants and represents that:
19.1.1 there are no actions, suits or proceedings pending or, to the Company's knowledge, threatened against or affecting the Company before any court or administrative body or tribunal that might affect the ability of the Company to meet and carry out its obligations under this Agreement;
19.1.2 the Project will be carried out by appropriately experienced, qualified and trained personnel with skill, care and diligence;
19.1.3 the Company will discharge its obligations under this Agreement with skill, care and diligence including, but not limited to, in compliance with good industry practice and (without limiting the generality of the foregoing) in accordance with its own established internal procedures; and
19.1.4 to the best of its knowledge, the performance of the Project and the Hospital's use of any Results and/or Data shall not infringe any Intellectual Property Rights of any third party. 20 L iability and indemnity
20.1 Subject to clause 20.2, none of the Hospital, the Agent or the Company shall (except in the case of death or personal injury caused by its negligence or in the case of its fraudulent misrepresentation or in other circumstances where liability may not be so excluded or limited under any applicable law) be liable to any of the Hospital, the Agent or the Company (as relevant) in contract, tort, negligence, breach of statutory duty or otherwise for loss of profit, loss of data, use, anticipated savings, goodwill, reputation or opportunity, economic loss and/or any consequential or indirect loss or damage, costs or expenses incurred or suffered by the other party as a result of any breach by the relevant party of the terms of this Agreement.
20.2 The Company hereby indemnifies the Hospital and the Agents, their officers and agents, in full and shall keep the Hospital and Agents and such officers, and agents indemnified from and against all claims, demands, actions and proceedings made or brought against the Hospital, the Agents, their officers or agents, and all damages, losses, costs and expenses (including legal and other professional advisers' fees) whatsoever arising under statute or at common law whether or not foreseeable at the date of entering into this Agreement, incurred or suffered by the Hospital, the Agents or their agents or officers, whether directly or indirectly in respect of:
20.2.1 the breach or non-performance of any provision of clauses 4.5, 16 or 19 of this Agreement by ...
W arranties. Each party represents and warrants to the other that it is duly authorized to execute this Agreement and perform the obligations set forth herein.
W arranties. 20.1 Each of Xxxx Digital Pty Ltd and the Client warrants that it is legally entitled to enter into this Agreement; that the performance of its obligations under this Agreement will not in any way constitute an infringement of any other person’s rights including the intellectual property rights of any third party; that the persons signing or accepting this Agreement on behalf of it are duly authorised to do so; and furthermore that its entry into and performance of this Agreement does not and will not violate any agreement to which it is a party or is binding on it.
20.2 Each party's undertakings set out in this Agreement shall be the full extent of its obligation to the other party concerning its performance or non-performance under this Agreement. Accordingly, except as aforesaid, all warranties, conditions or representations, expressed, implied, statutory or otherwise and whether arising under this Agreement or under any prior agreement or in oral or written statements made by or on behalf of either party in the course of negotiations with the other party or its representatives are hereby excluded, insofar as the same are capable of exclusion by law.
20.3 Save as expressly provided for in this Agreement, no warranty, condition, undertaking, term, or otherwise is given or to be implied as to the suitability of any services supplied or software developed or supplied by Xxxx Digital Pty Ltd for the Client for any particular purpose including compliance with any legal obligation to which the Client may be subject, or for use under any specific conditions, notwithstanding that any such purpose or conditions may be known or made known to Xxxx Digital Pty Ltd and all such warranties, conditions, undertakings and terms are hereby expressly excluded.
W arranties. (a) The Shelter Management Agency warrants and represents to the DUSIB that:
i. it is a competent and efficient provider of night shelter management services;
ii. it is duly organised and validly existing under the laws of India, and has full capacity and authority and all necessary approvals to enter into and to perform its obligations under the Agreement and to carry out the transactions contemplated hereby;
iii. this Agreement is executed by a duly authorized representative of Shelter Management Agency;
iv. it shall discharge its obligations under this Agreement with due skill, care and diligence so as to comply with the provisions of this Agreement;
v. this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
vi. it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
vii. there are no actions, suits or proceedings pending or to its best knowledge, threatened against or affecting it before any court, administrative body or arbitral tribunal which might materially and adversely affect its ability to meet or perform any of its obligations under this Agreement;
viii. it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
ix. the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum of association and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;
x. it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government authority which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement, and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; xi. it has complie...
W arranties. 8.1 RIGHT QLIK warrants that:
8.1.1 for a period of 60 days from the Go-Live Date, the Software will function in all material respects with the electronic user documentation and the media on which the Software is provided will be free from defects in workmanship and materials when properly used in accordance with this Agreement; and
8.1.2 it has tested for viruses in the Software using commercially available virus checking software, consistent with current industry practice.
8.2 If during the warranty period RIGHT QLIK receives written notice from you of any breach of the warranties given in clause 8.1 , together with any information as may be reasonably necessary to assist RIGHT QLIK in resolving the breach, then RIGHT QLIK shall at its own expense and within a reasonable time (i) remedy the breach in question by repair or replacing the Software or any part; or (ii) advise how to achieve substantially the same functionality as described in the electronic user documentation through a different procedure from that set out in the electronic user documentation; or (iii) refund the licence fee paid for the relevant Software product or module provided you delete and return all copies of the Software.
8.3 The warranties in clause 8.1 shall not apply if the Software:
8.3.1 has been altered by any person other than RIGHT QLIK;
8.3.2 is used in combination with any software or materials not supplied or approved by RIGHT QLIK; or
8.3.3 is not used in accordance with the accompanying electronic user documentation; or
8.3.4 is used in a manner for which it was not intended or other than as permitted by this Agreement; or
8.3.5 is a Third Party Product.
8.4 RIGHT QLIK further represents and warrants that:
8.4.1 it possesses the full power and authority to enter into and perform its obligations under this Agreement;
8.4.2 it has obtained consent from third parties as are required for it to fulfil its obligations under this Agreement;
8.4.3 it shall provide the Services in accordance with generally accepted industry standards;
8.4.4 it shall take reasonable measures to ensure that all Services provided to you under this Agreement comply with all applicable laws and regulations in England.
8.5 You acknowledge that:
8.5.1 it is your own responsibility to ensure that the Software meets your requirements and that RIGHT QLIK does not warrant that it shall be suitable for your requirements;
8.5.2 Software in general is not error free and that the existence of such errors in th...
