Warranties and Maintenance Sample Clauses

Warranties and Maintenance. The Contractor shall submit to the District with its request for final payment documentation of any special warranties, such as a manufacturer’s warranty or specific subcontractor warranty.
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Warranties and Maintenance. With respect to Products purchased by Distributor from HDG, HDG shall furnish Distributor with its standard written limited warranties, which in turn Distributor shall furnish to the ultimate customer to whom Distributor or its representative sells the Product. Distributor is not authorized to make and shall not make on behalf of HDG any warranties or representations concerning the workmanship, merchantability or fitness for a particular purpose of any such Products, other than those contained in HDG's standard written limited warranties, except as required by law. Distributor shall be responsible for performing all warranty, repairs and all maintenance on such Products sold by Distributor or its representatives within a reasonable time after notification by the customer or HDG of the need therefor, and all such repairs and maintenance shall be done in a competent and workmanlike manner so that the Products shall perform according to HDG's specifications. Distributor shall not make any alterations in or modifications of any HDG product without written authorization from HDG but shall make all such alterations and modifications required by HDG, at the expense of HDG. Distributor shall be reimbursed for its out-of-pocket expenses reasonably incurred in connection with all warranty service work requested or authorized by HDG. Nothing herein shall prohibit Distributor from performing any warranty work required by law provided that Distributor notifies HDG, prior to performing such work, of such requirement.
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Warranties and Maintenance. HARDWARE WARRANTY IMAGEWARE represents and warrants (1) that all hardware delivered pursuant hereto will be new and all hardware shall be free from defects in material; (2) that all items will conform to the final versions of Exhibits A, D and E; and (3) that all hardware warranty services performed hereunder will be free from defects in material and workmanship and will be performed in accordance with the specifications and instructions of BUYER. However, SELLER retains discretion and control with respect to the manner and means of performing such services and shall at all times remain an independent contractor. This warranty shall survive for a period of one (1) year from final acceptance of the System. Should any failure of the hardware to conform to this warranty appear during the manufacturer's warranty period, IMAGEWARE shall, provided that it is given immediate notice of such nonconformity and provided that its inspection confirms the existence of the same, correct, at no cost to BUYER, such nonconformity by, at its election, repair or replacement. Said notice may be by telephone, e-mail or fax. IMAGEWARE'S inspection shall occur within forty-eight (48) hours of receiving notice. If any such hardware failure substantially impacts BUYER's operation, as determined exclusively by BUYER, and IMAGEWARE fails to correct the problem within three (3) calendar days, BUYER may elect to obtain service from a mutually agreed upon third-party provider at IMAGEWARE'S expense. The parties shall maintain a list of such third-party providers. The warranty coverage per line item is exclusively defined by the manufacturer's warranties, delivered with each item of equipment provided, in no case being less than one (1) year in duration. Any contradictions between the manufacturers' warranties and other portions of this Agreement shall be resolved per the terms specified in the manufacturers' warranty agreements. Repair or replacement in the manner provided above shall constitute fulfillment of all IMAGEWARE obligations under this warranty. Such warranty shall not apply to any supplies to the extent they have been subject to accident, misuse, acts of God, unauthorized alteration, or where IMAGEWARE installation, maintenance and service requirements have not been met. BUYER may at its sole option, attach peripherals manufactured by any vendor to the SYSTEM, provided IMAGEWARE approves in writing, which approval shall not unreasonably be withheld. The hardware warranty sha...
Sample 1
Warranties and Maintenance. (a) Licensor will provide City with all generally available software upgrades for a period of 12 months from the end of the warranty period. (b) Without limiting the foregoing, Licensor warrants that it has title to the Software and documentation and the authority to grant licenses to use the third party software.
Sample 1
Warranties and Maintenance. (a) Section 3.15(a) of the Company Disclosure Schedule sets forth a list of all contracts, agreements or arrangements in which the Company warrants or guarantees the performance or operation of Company Intellectual Property. Except as set forth in Section 3.15(a) of the Company Disclosure Schedule, the Company's warranties with respect to the services it performs for third parties are limited to using industry standards, and the remedies for a breach of such warranties are limited to the fees collected by the Company from such third parties. Except as set forth in Section 3.15(a) of the Company Disclosure Schedule, all of the Company's contracts and agreements with its customers provide that the Company shall not be liable for consequential damages. (b) Other than as disclosed in Section 3.15(b) of the Company Disclosure Schedule, the Company has not, during the past three years, had any claims, actions, suits, disputes, arbitrations, proceedings or payments involving or relating to the breach of any representations or warranties (express or implied) made by the Company, other than in the ordinary course of business, which individually or in the aggregate would not have a Company Material Adverse Effect. (c) Section 3.15(c) of the Company Disclosure Schedule sets forth a list of all contracts, agreements or arrangements in which the Company is obligated to support or maintain for a third party any software, computer systems or programs, hardware, processes, algorithms or other Company Intellectual Property after the completion of a project for such third party.
Sample 1
Warranties and Maintenance. (a) Section 3.15(a) of the Company Disclosure Schedule sets forth a list of all contracts, agreements or arrangements in which the Company warrants or guarantees the performance or operation of software, computer systems or programs, hardware, processes, algorithms or Technology-Related Assets. Except as set forth in Section 3.15(a) of the Company Disclosure Schedule, the Company's warranties with respect to the services it performs for third parties are limited to using industry standards, and the remedies for a breach of such warranties are limited to the fees collected by the Company from such third parties. Except as set forth in Section 3.15(a) of the Company Disclosure Schedule, all of the Company's contracts and agreements with its customers provide that the Company shall not be liable for consequential damages. (b) Other than as disclosed in Section 3.15(b) of the Company Disclosure Schedule, the Company has not, during the past three years, had any claims, actions, suits, disputes, arbitrations, proceedings or payments involving or relating to the breach of any representations or warranties (express or implied) made by the Company, other than in the ordinary course of business, which individually or in the aggregate would not have a Company Material Adverse Effect. (c) Section 3.15(c) of the Company Disclosure Schedule sets forth a list of all contracts, agreements or arrangements in which the Company is obligated to support or maintain for a third party any software, computer systems or programs, hardware, processes, algorithms or other Technology-Related Assets after the completion of a project for such third party.
Sample 1
Warranties and Maintenance. 12.1. Products to be provided by Contractor hereunder will be subject to the warranties, if any of the manufacturers or suppliers of such Products. Contractor will ensure that such warranties are transferred to the County. 12.2. Contractor will provide maintenance or will arrange for maintenance for Products in the manner specified by Exhibit A and Exhibit G. 12.3. Contractor represents and warrants to the County that, upon payment of the purchase price specified in this Agreement, the County will have good title to each of the Products, free and clear of all liens, encumbrances, and claims. Unless otherwise agreed to in writing by the County, only new materials shall be used in each of the hardware Products provided by Contractor under this Agreement. 12.4. Contractor represents and warrants to the County, that at the time of installation, the software Products will be free of programming that is intentionally and specifically constructed for the purpose of destroying, interrupting, or otherwise adversely affecting the software Product’s code or other code or data in a computer, such as by replicating itself or another program many times without any useful purpose. 12.5. Contractor warrants to the County that the Services to be performed by it and its subcontractors hereunder (a) will be performed in a competent manner by qualified personnel in conformance with industry standards, and (b) will conform to the performance and acceptance criteria set forth in Exhibit E. This warranty shall remain in effect during the entire term of this Agreement. In order to qualify for remedial action under this warranty, the County must report a warranty failure to Contractor in writing within the warranty period. Contractor shall not be responsible for remedial action under this warranty to the extent the failure to meet the warranty is caused by modification to the Products by the County or anyone other than Contractor or its subcontractors, unless under Contractor's or its subcontractors' direction. 12.6. Except as provided in Section 16.0, as Contractor's sole obligation, and the County's exclusive remedy, for failure to meet the warranty in Section 12.5, Contractor will use commercially reasonable efforts to correct the failure, provided the County makes available to Contractor information concerning the failure. If Contractor is unable, by using reasonable efforts, to correct the failure within a reasonable period of time, Contractor will refund to the County an equ...
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Related to Warranties and Maintenance

  • Warranties and Representations 9.3.1 The Supplier warrants and represents 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; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; (e) 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 its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; (g) 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 Supplier 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 Supplier’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

  • WARRANTIES AND REPRESENTATION 34.1 Neither of the Parties will be bound by any express or implied term, representation, warranty, promise or the like, not recorded herein.

  • User Warranties and Indemnification You warrant to Credit Union that:

  • Warranties, etc Pledgor represents and warrants unto each Lender Party, as at the date of each pledge and delivery hereunder (including each pledge and delivery of Pledged Shares) by Pledgor to Collateral Agent of any Collateral, as set forth in this Article.

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

  • Warranties and Indemnity 5.1 In consideration of the Investor agreeing to enter into this Agreement, to purchase the Sale Shares and to subscribe for the Subscription Shares, the Existing Shareholder hereby represents and warrants to the Investor in the terms set out in Part 3 of the Schedule. 5.2 In consideration of the Investor agreeing to enter into this Agreement, to purchase the Sale Shares and to subscribe for the Subscription Shares, the Company hereby represents and warrants to the Investor in the terms set out in Part 3 of the Schedule. 5.3 The Warranties shall be given at the date of Completion. 5.4 The Existing Shareholder and the Company acknowledge that they are aware that the Investor, when agreeing to purchase the Sale Shares and subscribe for the Subscription Shares is or will be relying on the accuracy of the Warranties (save only as disclosed in the Disclosure Letter) and on the Tax Undertaking. The Warranties and the Tax Undertaking shall survive Completion of the purchase of the Sale Shares and the subscription for the Subscription Shares by the Investor. 5.5 Each Warranty which is set out in a separate paragraph, or which could be treated as a separate Warranty, shall be construed independently of any other to the intent that the rights of the Investor under, and the meaning given to, any one such Warranty shall not be restricted by reference to any other Warranty. 5.6 If the Investor makes a claim against the Existing Shareholder in relation to any breach of Warranty but, in relation to the same subject matter, does not make (or, having made, does not succeed with), any claim against the Company under Clause 5.2, the Existing Shareholder shall not have or pursue any claim or third party action to join in, claim against, seek a contribution from or otherwise claim or seek damages or compensation from the Company or any other Group Company in respect of any such claim and the Existing Shareholder hereby confirms to the Investor that neither the Company nor any Group Company has entered into or will enter into any indemnity or other agreement or arrangement concerning the liabilities of the Existing Shareholder for any breach of the Warranties. 5.7 The Existing Shareholder and the Company shall not be liable in respect of any claim under the Warranties to the extent that the matter or matters giving rise to such a claim are fairly disclosed in the Disclosure Letter. The Existing Shareholder and the Company each undertake to the Investor that any particulars of such matter or matters are true and accurate in all material respects and are not misleading in any material respect. 5.8 The aggregate liability of the Existing Shareholder in respect of any breach or breaches of the Warranties and the Tax Undertaking shall be limited to a maximum sum of (pound)750,000 ("the Maximum Amount"). 5.9 Neither the Existing Shareholder nor the Company shall have any liability under the Warranties and the Tax Undertaking unless and until the liability thereunder exceeds (pound)35,000 and thereafter the Existing Shareholder shall be liable for the entire amount up to the Maximum Amount. 5.10 The Existing Shareholder and the Company shall not be liable in respect of any claim under the Warranties or the Tax Undertaking (as the case may be) unless the claim shall have been notified to her before the expiry of a period of 12 months from Completion in the case of a claim under the Warranties and 36 months from Completion in the case of a claim under the Tax Undertaking. Any claim so notified will cease to be recoverable if legal proceedings in respect of such claim have not been commenced within 15 months from Completion in the case of a claim under the Warranties and 48 months from Completion in the case of a claim under the Tax Undertaking (unless settled, compromised or withdrawn within such period). In this respect, legal proceedings shall include commencement of any agreed arbitration. Notice of a claim shall include reasonable details of the nature and substance of the claim. 5.11 No liability or increase in liability (as the case may be) shall attach to the Existing Shareholder or the Company in respect of a claim under this Agreement to the extent that such claim arises or is increased as a consequence of a change in the law after the date hereof. 5.12 In the event that the Company is entitled to recover from a third party (whether by payment, discount, credit, relief or otherwise howsoever) any sum in relation to any loss, liability or damage which is the subject of a claim under the Warranties or the Tax Undertaking, the Company shall take (at the expense of the Existing Shareholder) such reasonable steps or proceedings as she may reasonably require and shall act in accordance with any such requirements subject to the Company being indemnified by the Existing Shareholder against all reasonable costs and expenses incurred in connection therewith and shall keep the Investor promptly informed of the progress of any such steps, proceedings or actions. 5.13 In the event of the Existing Shareholder or the Company having paid to the Investor an amount in respect of a claim under the Warranties or the Tax Undertaking and subsequent to the date of making such payment the Investor recovers from a third party (whether by payment, discount, credit, relief or otherwise howsoever) a sum which is referable to that payment then the Investor shall as soon as reasonably practicable repay to the Existing Shareholder or the Company of so much of the amount paid by the third party as does not exceed the sum paid by the Existing Shareholder or the Company to the Investor less the reasonable costs of the Investor in recovering such sum. 5.14 If any claim under the Warranties shall arise by reason of some liability of the Company which, at the time the claim is notified to the Existing Shareholder, is contingent only, the Existing Shareholder shall not be under any obligation to make any payment to the Investor in respect of such claim until such time as the contingent liability shall become an actual liability. 5.15 Nothing herein or in the Warranties shall be deemed to relieve the Investor from any common law or other duty to mitigate any loss or damage incurred by it. 5.16 Any amount paid by the Existing Shareholder to the Investor in respect of any breach of the Warranties shall be treated as a reduction in the consideration for the Sale Shares. 5.17 The Investor warrants to the Existing Shareholder that the Investor has power to enter into this Agreement and to perform the obligations expressed to be assumed by it and the Investor and Eurotelecom have taken or will, as soon as reasonably practicable, take all necessary corporate action to authorise the execution, delivery and performance of this Agreement and the issue of the Eurotelecom Shares.

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

  • Exclusion of Implied Warranties etc This Agreement expressly excludes any warranty, condition or other undertaking implied at law or by custom or otherwise arising out of any other agreement between the Parties and any representation by any Party not contained in a binding legal agreement executed by the Parties.

  • WARRANTIES AND INDEMNITIES It is agreed that: 4.1 All title over the Shares shall be transferred from the Transferor to the Transferee in consideration of the Transfer Price set out in clause 2. 4.2 The Transferor warrants that it is the legal and beneficial owner of the Shares and is entitled to all rights attached to the Shares according to the currently effective constitutional documents of the Company. 4.3 The Transferor warrants that the Shares are free from and clear of all liens or any other third-party rights. 4.4 Each Party hereby represents that it has all necessary powers and approvals to enter into this Agreement and is participating in the transactions contemplated hereunder in compliance with applicable laws in all material respects. 4.5 Each Party hereby declares that it is not aware of any matter within their control which might have any material adverse effect upon the performance of their obligations under this Agreement. 4.6 The rights, benefits, liabilities and responsibilities contained within the terms of this Agreement can be assigned by any Party with the prior written agreement of the other Party. 4.7 Any delay or failure to enforce the terms of this Agreement and any delay to act on a breach of its term by any Party does not constitute a waiver of those rights. 4.8 Each Party hereby warrants that it will not do any action which might harm, hinder or negatively affect the duties of the other Party set out within this Agreement. 4.9 The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws and courts of that jurisdiction set out in clause 8 below. 4.10 The heading titles contained within in this Agreement are included as a drafting reference only and for ease of reference, and are not to be considered as part of this Agreement. 4.11 In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidity and striking out only that clause (or any part of any clause) only and shall not invalidate this Agreement in its entirety. 4.12 Each Party hereby irrevocably indemnifies and agrees to keep indemnified and hold harmless the other Party against any and all losses howsoever caused arising from a breach of its warranties, covenants or other terms of this Agreement.

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

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