Warranties and Conditions. SECTION 3.01. The Accounts, Integrity, and the Trust, as appropriate, make the following representations and warranties, which shall survive the closing of the reorganization:
(a) There are no suits, actions or proceedings pending or threatened against any party to this Agreement which, to its knowledge, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out its obligations hereunder;
(b) There are no investigations or administrative proceedings by the Commission or by any insurance or securities regulatory body of any state, territory or the District of Columbia pending against any party to this Agreement which, to its knowledge, would lead to any suit, action or proceeding that would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out its obligations hereunder.
(c) Should any party to this Agreement become aware, prior to the Effective Time, of any suit, action or proceeding, of the types described in paragraphs (a) or (b) above, instituted or commenced against it, such party shall immediately advise all other parties to this Agreement;
(d) Immediately prior to the Effective Time, Integrity shall have valid and unencumbered title to the portfolio assets of Separate Account Ten, except with respect to those assets for which payment has not yet been made; and
(e) Each party shall make available all information concerning itself which may be required in any application, registration statement or other filing with a governmental body to be made by the Trust, by Integrity, or by the Accounts, or any or all of them, in connection with any of the transactions contemplated by this Agreement and shall join in all such applications or filings, subject to reasonable approval by their counsel. Each party represents and warrants that all of such information so furnished shall be correct in all material respects and that it shall not omit any material fact required to be stated therein or necessary in order to make the statements therein not misleading.
SECTION 3.02. The obligations of the parties hereunder shall be subject to satisfaction of each of the following conditions.
(a) The representations contained herein shall be true as of the Effective Time with the same effect as though made at such time, and such parties shall have performed all obligations required by this Agreement to be performed by each of them prior ...
Warranties and Conditions. 15.1 The parties agree that the terms of this agreement will apply to all LPG supplied by us to you in the future, and such goods supplied will be described as inventory and are subject to a security interest in our favour.
15.2 To the extent that our provision of the Rockgas equipment to you is a ‘lease for a term of more than one year’, you acknowledge that this is deemed to create a security interest in our favour in the Rockgas equipment under the PPSA.
15.3 Nothing contained in sections 114(1)(a), 120(2), 121, 125, 126, 127, 129, 131, 133 or 134 of the PPSA applies to this agreement. Your rights as ‘debtor’ contained in:
i) section 116, being a right to receive a statement of account;
ii) section 120(2), being a right to receive notice of a secured party’s proposal to retain collateral;
iii) section 121, being a right to object to a secured party’s proposal to retain collateral;
16.1 Except as set out below, nothing in this agreement in any way limits your rights under the Consumer Guarantees Act (CGA). To the maximum extent permitted by the CGA, and notwithstanding any other term of this agreement, it is agreed that the provisions of the CGA will not apply, and we each agree to contract out of the provisions of the CGA, where the following conditions apply:
a) the goods and/or services (as applicable) covered by this agreement are, or (in connection only with the guarantee of acceptable quality in section 7A of the CGA, the gas or electricity) is, both supplied and acquired in trade; and
b) each of us is in trade.
1. If you are purchasing LPG from us for the purposes of a business, you acknowledge that you have made your own enquiries as to the suitability of the LPG we are supplying to you for all your purposes.
iv) section 125, being a right to not have goods damaged when a secured party removes an accession;
v) section 126, being a right not be reimbursed for damage caused when a secured party removes an accession;
vi) section 127, being a right to refuse permission to remove an accession;
vii) section 129, being a right to receive notice of the removal of an accession; and
viii) section 131, being a right to apply to the court for an order concerning the removal of an accession, do not apply to the security interests granted to Rockgas under this agreement.
15.4 You waive your right to receive a copy of a verification statement confirming the registration of a financing statement or a financing change statement relating to any security interest c...
Warranties and Conditions. Do all acts or refrain from action, as necessary to cause all of the representations and warranties set forth in Article III hereof to continue to be true in all material respects at all times that this Agreement is in effect.
Warranties and Conditions. Except as set out below, nothing in this agreement in any way limits your rights under the Consumer Guarantees Act (CGA). To the maximum extent permitted by the CGA, and notwithstanding any other term of this agreement, it is agreed that the provisions of the CGA will not apply, and we each agree to contract out of the provisions of the CGA, where the following conditions apply:
Warranties and Conditions. The terms of this agreement do not limit any rights you may have under the Consumer Guarantees Act 1993. However, if you are purchasing LPG from us for the purposes of a business, you agree that the provisions of the Consumer Guarantees Act 1993 will not apply to this agreement, and we exclude all other warranties that would otherwise be implied by operation of law. In particular, you acknowledge that you have made your own enquiries as to the suitability of the LPG we are supplying to you for all your purposes and you do not rely on our skill and judgement as to the suitability of the LPG for such purposes.
Warranties and Conditions. Fund D, Minnesota Mutual Life and the Series Fund as appropriate, make the following representations and warranties, which shall survive the Closing Date: (a) There are no suits, actions or proceedings pending or threatened against any party to this Agreement which, to its knowledge, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out its obligations hereunder;
Warranties and Conditions. (1) The Suppliers warrant that:
(a) the Products shall be delivered to the Distributors free from any rightful claim by any person with respect to any patent, trade xxxx, copyright or industrial design rights; and
(b) neither the sale of the Products by the Suppliers nor their purchase by the Distributors, nor the use of those Products by the Distributors, constitute any infringement of any patent, industrial design, trade xxxx or copyright belonging to any other person.
(2) The Suppliers shall indemnify and shall save the Distributors harmless from and against any liability, damages, claims, proceedings or cost (including legal costs on a solicitor and client basis) to which the Distributors may be subject or that may be brought against the Distributors by reason of or sale or use of any Products, including any claim relating to the breach of any patent, trade xxxx, industrial design, copyright or other industrial or intellectual property rights of a third party or breach of warranty herein.
(3) The Suppliers warrant that all Products shall be of merchantable quality at the time when they are delivered so that they may pass in trade without objection, and in particular all Products shall:
(a) be properly manufactured and assembled in good and workmanlike manner;
(b) be fit for all uses and purposes to which Products of that type are normally put;
(c) be adequately contained, packaged and labelled for the purposes of identification in packaging suitable for resale to the general public;
(d) conform to all promises and descriptions contained on all packaging and labels on the Products; and
(e) will have a shelf life of at least 3 years from the delivery date.
Warranties and Conditions. 1. Warranties. IMT warrants to Customer that: (a) the IMT Solutions shall operate and be available as described in their applicable Documentation; and (b) the Services shall be performed in accordance with applicable industry standards. IMT does not warrant that the IMT Solutions meet Customer's requirements, operate without interruption or are error free. Customers sole remedy and IMT's only liability with for breach of a warranty contained in Section shall be, with respect to the IMT Solutions, to repair or replace the IMT Solution to bring it into compliance with its applicable warranty, and, with respect to any professional Services performed as part of the Services, to re-perform the professional services to bring them in compliance with the applicable warranty; provided, however, that Customer shall give notice to IMT within one (1) business day after discovering any warranty breach and during normal business hours. In addition, IMT warrants to Customer that as of the date and in the form delivered hereunder and when used in the manner authorized by each License and as described in the applicable Documentation, neither the object code nor the source code contained in the IMT Solutions shall infringe or violate, under the laws of any Berne Convention signatory-nation, either the copyright rights, trademark rights or trade secret rights of any third party or the rights of any third party under any United States patent issued as of the Master Effective Date (the "Non-Infringement Warranty").2.
Warranties and Conditions. 14.1 The Company warrants that it has title to and the unencumbered right to sell the Goods.
14.2 Every description or specification of the Goods is given in good faith based on average results of standard tests but any conditions or warranties (express or implied) that the Goods shall correspond with such description or specification are hereby expressly excluded and the use of any such description or specification shall not constitute a sale by description.
14.3 Any conditions or warranties arising from conduct or a previous course of dealing or trade custom or usage as to the quality or fitness of the Goods for any particular purpose even if that purpose is made known expressly or by implication to the Company are hereby expressly excluded.
14.4 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
14.5 Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Purchaser or results of standard tests upon a sample furnished to the Purchaser, it is hereby agreed that such sample was so exhibited and inspected or tested solely to enable the Purchaser to judge for itself the quality of the bulk and not so as to constitute a sale by sample. The Purchaser shall take the Goods at its own risk as to their corresponding with the sample or as to their quality condition and/or sufficiency for any purpose.
14.6 Without prejudice to the foregoing provisions of this clause the application use and processing of the Goods is the absolute responsibility of the Purchaser and the Purchaser shall be deemed to have carried out its own tests to ensure the suitability of the Goods for their intended purpose and applications.
Warranties and Conditions. 27.1 By signing this Agreement you warrant that:
(a) you have the right to live in the UK and to work for the Employer in the UK, and acknowledge that your continued employment with the Employer is conditional on you complying with the obligations set out in clause 28 and retaining the right to remain lawfully in the UK and to work for the Employer in the UK;
(b) by entering into this Agreement you will not be in breach of any agreements with or obligations owed to any third party;
(c) you have not, and will not, bring a prior employer's confidential, proprietary, or trade secret information, whether in paper or electronic form, to the Employer, nor use such information in the course of your duties on behalf of the Employer; and
(d) save as disclosed in writing to the Employer's General Counsel prior to the signing of this Agreement, within the last 12 years, you have not been the subject of any formal inquiry, investigation or proceedings in respect of any claim for professional negligence that has resulted in, or may result in the payment of any damages to a third party and that you are not aware of any such inquiry, investigation or proceedings pending at the date of this Agreement. You shall immediately notify the Employer if you become aware of, or are subject to, any such inquiry, investigation or proceedings which may result in such payment.
27.2 This contract of employment is subject to the accuracy and validity of any statements made or references supplied by you to the Employer and of your declarations, qualifications and accreditations set out in your CV or application form, and may be terminated by the Employer with immediate effect if any statements, declarations, references, qualifications or accreditations are determined to be inaccurate or invalid.
