Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 ...
Warranties. 8.1 The Sellers represent and warrant jointly and severally to the Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable.
8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded.
8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement.
8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement.
8.5 Each of the Sellers undertakes with the Buyer that -
(a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and
(b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement.
8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand -
(a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or
(b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses w...
Warranties. 8.1 The Contractor warrants, represents and undertakes for the duration of the Contract Period that:
a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor;
b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract;
c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract;
d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract;
e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue;
f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract;
g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;
Warranties. The Assignor warrants and undertakes that, as at the date of this Agreement:
(a) the Work does not contain any plagiarism; the Work is the original work of the Author/s, and has not been copied wholly or substantially from any other work or material or any other source; Xxxxxxx Science Publishers uses the iThenticate software to detect instances of overlapping and similar text in submitted manuscripts. iThenticate software checks content against a database of periodicals, the Internet, and a comprehensive article database.
(b) the Assignor is the sole legal and beneficial owner of the rights purported to be assigned pursuant to this Agreement, and (if applicable) the Assignor has obtained any and all necessary assignments or other permissions from co-authors and/or employers to ensure that the Assignor is able to comply with its obligations and to assign the rights purported to be assigned pursuant to this Agreement;
(c) the Assignor is exclusively entitled to give all warranties, indemnities, assurances, confirmations, waivers and agreements set out in this Agreement;
(d) the Work has not been published by any third party, or submitted to any third party for consideration for publication, and will not be published by any third party or submitted to any third party for consideration by or on behalf of the Assignor or any of the Author/s;
(e) once the Work has been submitted to Xxxxxxx Science for publication in accordance with clause 4, the Assignor will not attempt to withdraw the Work from publication;
(f) the Assignor has not assigned or granted to any third party any of the rights assigned or granted pursuant to this Agreement;
(g) the exploitation of the rights assigned or granted by this Agreement will not infringe the rights of any third party, including without limitation, any third party intellectual property rights and any rights to register the same;
(h) the Assignor is unaware of any infringement, or likely infringement, of any of the rights assigned or granted pursuant to this Agreement;
(i) the rights assigned by this Agreement are free from any security interest, option, mortgage, charge or lien;
(j) the Work is factually accurate and contains no matter which is scandalous, libellous, unlawful, or otherwise actionable;
(k) there are no actual or potential conflicts of interest, except as specified in Schedule 1: Details of the Work;
(l) there has been no financial contribution to the Work, except as specified in Schedule 1: Details of the Wo...
Warranties. 17.1 This license and the associated INVENTION are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.
17.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, SUBLICENSEES, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, SUBLICENSEES, JOINT VENTURES OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES.
17.3 Nothing in this AGREEMENT is or will be construed as:
(a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or
(b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or
(c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 18; or
(d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein, regardless of whether such patents are dominant or subordinate to REGENTS’ PATENT RIGHTS; or
(e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.
Warranties. If, prior to the Accounting Agent’s calculation of the current NAV, the Trust or its third-party agent notifies the Accounting Agent that any of its accounting services are erroneous in any material respect, the Accounting Agent shall endeavor in a timely manner to correct such failure. Third-parties that are selected by and approved by the Trust and from which the Accounting Agent may obtain certain data included in the accounting services are solely responsible for the contents of such data and the Trust agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof.
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Warranties. Seller warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is d...
Warranties. 9.1 NCR Voyix warrants that the Service and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption.
9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.
