Warranties and Limitations. 10.1 ATCC WARRANTS THAT ATCC MATERIALS SHALL BE VIABLE UPON SHIPMENT FROM ATCC FOR A PERIOD OF THIRTY (30) DAYS (“WARRANTY PERIOD”). ATCC WARRANTS THAT ANY ATCC MATERIAL PROVIDED BY IT SHALL MEET THE SPECIFICATIONS ON THE PRODUCT INFORMATION SHEET, CERTIFICATE OF ANALYSIS, AND/OR CATALOG DESCRIPTION UNTIL THE EXPIRATION DATE ON THE PRODUCT LABEL. THE EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS, AT ATCC’S OPTION, (A) REFUND OF THE FEE PAID TO ATCC FOR SUCH ATCC MATERIALS (EXCLUSIVE OF SHIPPING AND HANDLING CHARGES), OR (B) REPLACEMENT OF THE ATCC MATERIALS. THE EXCLUSIVE REMEDY APPLIES UNDER THE CONDITION THAT LICENSEE AND ITS CUSTOMER HANDLES AND STORES ATCC MATERIALS AS DESCRIBED IN THE PRODUCT SHEET. TO OBTAIN THE EXCLUSIVE REMEDY, LICENSEE MUST REPORT THE LACK OF VIABILITY TO ATCC’S TECHNICAL SERVICE DEPARTMENT WITHIN THE WARRANTY PERIOD. ANY EXPIRATION DATE SPECIFIED ON XXX XXXX XXXXXXXXX XXXXXXXX XXXXXXXXXXXXX XXXXXX THE EXPECTED REMAINING USEFUL LIFE, BUT DOES NOT CONSTITUTE A WARRANTY OR EXPEND ANY APPLICABLE WARRANTY PERIOD. THIS WARRANTY SHALL BE VOIDED ONCE LICENSEE USES, MODIFIES OR REPLICATES ANY ATCC MATERIALS.
10.2 EXCEPT AS EXPRESSLY PROVIDED ABOVE THE ATCC MATERIAL, ANY OTHER ATCC PRODUCTS, AND ANY TECHNICAL INFORMATION AND ASSISTANCE PROVIDED BY ATCC ARE PROVIDED “AS IS”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MANUFACTURE ACCORDING TO GMP STANDARDS, TYPICALITY, SAFETY, ACCURACY AND NON-INFRINGEMENT.
10.3 IN NO EVENT SHALL ATCC, ITS DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND AFFILIATES (collectively “ATCC INDEMNIFIED PARTIES”) BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (WHETHER IN CONTACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHERWISE) EVEN IF ATCC HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS OR CLAMS OF LICENSEE’S CUSTOMERS FOR SUCH DAMAGE. IN NO EVENT SHALL ATCC’S CUMULATIVE LIABILITY EXCEED THE ACTUAL AMOUNTS PAID NY LICENSEE UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT AND SHALL APPLY EVEN IF THE LIMITED REMEDY SPECIFIED IN THE AGREEMENT ...
Warranties and Limitations. 11.1 Each of Cornell and LICENSEE represent and warrant that it has the right to enter into this Agreement. Cornell warrants that it has the right to convey to LICENSEE the rights granted under this Agreement.
11.2 Cornell represents that to the best of its knowledge the inventorship and ownership of the Applications is as set forth in Appendix A.
11.3 Cornell makes no representation or warranty that Applications will result in issued Patents.
11.4 Cornell makes no representations or warranties concerning the validity or scope of Patents.
11.5 Cornell does not warrant that Products made, used, sold, leased, imported, exported or otherwise disposed of under the license of this Agreement is or will be free from infringement of patents of third parties.
11.6 Nothing herein shall be construed as granting by implication, estoppel, or otherwise any licenses or rights under patents or other rights of Cornell or other persons other than Patents, regardless of whether such patents or other rights are dominant or subordinate to any Patents.
11.7 Cornell is under no obligation to furnish any technology or information other than that described and claimed in Applications and Patents.
11.8 Nothing herein shall be construed to grant LICENSEE rights under any applications or patents other than Applications and Patents.
11.9 Cornell does not make any representations, extend any warranties of any kind, express or implied, or assume any responsibility whatever concerning the manufacture, use, or sale, lease or other disposition by LICENSEE or its vendees or transferees of Products.
11.10 Except as expressly set forth in this Agreement, CORNELL MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF PRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.
Warranties and Limitations. WARRANTY: The Service/Equipment is warranted by Supra against defects in workmanship and/or materials, to be fit for its intended purpose and to conform in all material respects to its written specifications for the term of the Agreement. Said warranty shall pass through to Keyholder. Keyholder must return any defective system component under warranty to MLS at Company’s sole cost and expense. This warranty does not extend to any damage caused by accident, abuse, neglect or misuse of system components. Xxxxxxxxx agrees to cooperate with MLS and Xxxxx by performing diagnostic tests provided to Keyholder when Keyholder initially seeks warranty service. THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE OF AND IN LIEU OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, AS REGARDS THE SERVICE/EQUIPMENT. MLS makes no representation or warranty that the Service, will prevent any loss by burglary or other criminal action, compromise or circumvention. The Service is not designed or marketed as a security system. Any loss, abuse or misuse of the Service will compromise its integrity.
Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED “AS IS”. TI AND ITS LICENSORS MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS. YOU AGREE TO USE YOUR INDEPENDENT JUDGMENT IN DEVELOPING YOUR PRODUCTS AND DERIVATIVES OF THE LICENSED MATERIALS. NOTHING CONTAINED IN THIS AGREEMENT WILL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY TI TO MAINTAIN PRODUCTION OF ANY TI SEMICONDUCTOR DEVICE OR OTHER HARDWARE OR SOFTWARE WITH WHICH THE LICENSED MATERIALS, OR ANY DERIVATIVES THEREOF, MAY BE USED.
Warranties and Limitations. The Service and related documentation are provided with no warranty of any kind, whether expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. Notwithstanding our efforts to ensure that the service is secure, we cannot and do not warrant that all data transfers via the service will be free from monitoring or access by others. Except as specifically provided in this Agreement, you agree our officers, directors, employees, agents or contractors are not liable for any indirect, incidental, special or consequential damages under or by reason of any services or products provided under this Agreement or by reason of your use of or access to the system.
Warranties and Limitations. 9.1 Each of the Sellers hereby severally warrants to the Purchaser in the terms of the Seller Warranties at the date of this Agreement. For the avoidance of doubt, each Seller warrants to the Purchaser in the terms of the Seller Warranties for himself only and shall have no liability whatsoever in respect of a breach of a Seller Warranty by any other Seller.
9.2 The Company hereby warrants to the Purchaser in the terms of the Company Warranties at the date of this Agreement (it being understood that, for purposes of the Conditions to Completion contained in Schedule 2, all “material adverse effect” qualifications and other materiality qualifications contained in the Company Warranties shall be disregarded).
9.3 The Warranties set out in separate paragraphs of Schedule 4 shall be separate and independent and (except as expressly provided otherwise in this Agreement) no Warranty shall be limited by reference to any other Warranty.
9.4 The Warranties are qualified by and are subject to:
(a) any facts and circumstances fairly disclosed in this Agreement, the Disclosure Letter or any of the documents annexed (whether in written form or contained on CD or similar electronic media) to the Disclosure Letter with sufficient detail to allow a reasonably sophisticated purchaser to evaluate such matters; and
(b) the other limitations and qualifications set out in:
(i) Schedule 11; and
(ii) the Tax Covenant insofar as they are expressed to apply to the Tax Warranties.
9.5 Each of the Sellers agrees and undertakes to the Purchaser (for the Purchaser itself and as agent for each individual and entity referred to in this sub-clause 9.6) that it has no rights against and hereby waives and shall not make any claim against any of the Group Companies or, except in the case of fraud, dishonesty or wilful default, any present or former employee, director, agent or officer of any of the Group Companies on whom it may have relied before agreeing to any term of or before entering into this Agreement, including in relation to any information supplied or omitted to be supplied by any such person in connection with the Warranties or this Agreement.
9.6 The Warranties shall be deemed to be repeated immediately before Completion by reference to the facts and circumstances then existing as if references in the Warranties to the date of this Agreement were references to the date of Completion, except to the extent that any Warranty speaks as of another date in which case such Warranty sh...
Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED “AS IS”. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS HAVE NOT BEEN TESTED OR CERTIFIED BY ANY GOVERNMENT AGENCY OR INDUSTRY REGULATORY ORGANIZATION OR ANY OTHER THIRD PARTY ORGANIZATION. YOU AGREE THAT PRIOR TO USING, INCORPORATING OR DISTRIBUTING THE LICENSED MATERIALS IN OR WITH ANY COMMERCIAL PRODUCT THAT YOU WILL THOROUGHLY TEST THE PRODUCT AND THE FUNCTIONALITY OF THE LICENSED MATERIALS IN OR WITH THAT PRODUCT AND BE SOLELY RESPONSIBLE FOR ANY PROBLEMS OR FAILURES.
Warranties and Limitations. Autodesk warrants that it will use reasonable efforts to provide technical product support per the terms of this Agreement. Autodesk does not warrant that it will be able to answer all of Vertical Solution Provider's questions about the Software as employed by Vertical Solution Provider in its Application and/or Content in the Hosting Services, or that Autodesk will be able to suggest solutions or workarounds for all difficulties or errors encountered by Vertical Solution Provider. The express warranty in this paragraph is the only warranty given by Autodesk with respect to the support furnished hereunder. Technical support under this Agreement is limited to the Software exclusively. No representation is made, and no guarantee is given that Autodesk will be able to answer questions posed by Vertical Solution Provider regarding hardware, operating systems, networks, or software written by other manufacturers or authors. AUTODESK MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXHIBIT D AUTODESK SOFTWARE LICENSE AGREEMENT (AUTODESK MAPGUIDE) BY CLICKING "YES" TO PERMIT INSTALLATION OF THE SOFTWARE TO PROCEED, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IMPORTANT, PLEASE READ THIS FIRST. THIS IS A LICENSE AGREEMENT. AUTODESK IS WILLING TO LICENSE THE ACCOMPANYING SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT AND ANY SUPPLEMENTARY OR UNIQUE LICENSE TERMS INCLUDED HEREWITH ("AGREEMENT"). READ THE TERMS AND CONDITIONS OF THE AGREEMENT CAREFULLY BEFORE SELECTING THE "YES" BUTTON YOU ARE CONSENTING TO BE BOUND BY THE TERMS OF THE LICENSE AGREEMENT AND THE SOFTWARE WILL BE INSTALLED. IF YOU DO NOT AGREE TO THESE TERMS, CANCEL THE INSTALLATION BY CHOOSING THE "NO" BUTTON, RETURN WITHIN THIRTY (30) DAYS THE SOFTWARE PACKAGE AND ALL OTHER ITEMS IN THE PACKAGE, WITH DATED PROOF OF PURCHASE TO THE LOCATION WHERE YOU ACQUIRED IT FOR A FULL REFUND. YOUR USE OF THE SOFTWARE ALSO INDICATES YOUR ASSENT TO BE BOUND BY THE LICENSE TERMS SET FORTH HEREIN. COPYING OF THIS COMPUTER PROGRAM OR ITS DOCUMENTATION EXCEPT AS PERMITTED BY THIS LICENSE IS COPYRIGHT INFRINGEMENT UNDER THE LAWS OF YOUR COUNTRY. IF YOU COPY THIS COMPUTER PROGRAM WITHOUT PERMISSION OF AUTODESK, YOU ARE VIOLATING THE LAW. YOU MAY BE LIABLE TO AUTODESK FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.
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Warranties and Limitations. Seller warrants that the goods shall be delivered free of the rightful claim of any third person by way of patent infringement, and if buyer receives notice of any claim of such infringement, it shall, within 7 days, notify seller of such claim. If buyer fails to forward such notice to seller, it shall be deem to have released seller from this warranty as to such claim. THERE ARE NO WARRANTIES OF MERCHANTABILITY AND NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT.
Warranties and Limitations. Representation. DUPONT REPRESENTS THAT IT HAS THE RIGHT TO GRANT THE RIGHTS GRANTED PURSUANT TO SECTIONS 2.1.1 AND 2.1.2 OF THIS AGREEMENT.
