Warranties and Obligations. 6.1 Without prejudice to any other warranties expressed elsewhere in the Contract or implied by law, the Service Provider warrants, represents and undertakes to the Authority that:
6.1.1 the Service Provider:
6.1.1.1 has full capacity and authority and all necessary licences, permits, permissions, powers and consents (including, where its procedures so require, the consent of its holding company as defined in section 1159 of the Companies Act 2006) to enter into and to perform the Contract; and
6.1.1.2 is aware of the purposes for which the Services are required and acknowledges that the Authority is reliant upon the Service Provider's expertise and knowledge in the provision of the Services; and
6.1.1.3 is entering into this Contract as principal and not as agent for any person and that it will act as an independent contractor in carrying out its obligations under this Contract;
6.1.2 the Contract is executed by a duly authorised representative of the Service Provider;
6.1.3 all materials, equipment and goods used or supplied by the Service Provider in connection with the Contract shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 (as amended), sound in design and in conformance in all respects with the Specification; and
6.1.4 all documents, drawings, computer software and any other work prepared or developed by the Service Provider or supplied to the Authority under the Contract shall not infringe any Intellectual Property Rights or any other legal or equitable right of any person.
6.2 Each warranty and obligation in this Clause 6 shall be construed as a separate warranty or obligation (as the case may be) and shall not be limited or restricted by reference to, or reference from, the terms of any other such warranty or obligation or any other term of the Contract.
Warranties and Obligations. 12.1 Without prejudice to any other warranties or obligations expressed elsewhere in this Agreement or the Contract or implied by law, the Service Provider warrants, represents and undertakes to the Authority and the Client that:
Warranties and Obligations. LICENSOR further represents and warrants that, to the best of its knowledge and belief, LICENSEE’s contemplated use of the Content as represented to LICENSOR does not infringe any valid rights to any third party.
Warranties and Obligations. 4.1 The Supplier must:
(a) commence the Services on the Commencement Date, devote sufficient time and attention to the proper performance of the Services and complete the Services on or before the Completion Date;
(b) obtain all applicable permits, licences, exemptions, consents and approvals required for the Supplier to perform the Services;
(c) give all notices, and pay all entitlements, fees, and Taxes in connection with the Services and its Personnel (including leave entitlements and income, fringe benefits, payroll and withholding taxes) unless otherwise specified in the Order;
(d) co-operate with staff, contractors and other persons providing goods or services to the Principal and must immediately bring to the attention of the Principal any conflict which may arise in relation to the Services between the Supplier and any other person; and
(e) comply with, and ensure that its Personnel comply with, the Site Rules and Safety Management Plan and any lawful direction by the Principal in respect of the supply of Services.
4.2 Without limiting any other warranty or obligation under this Contract, the Supplier represents and warrants to the Principal as follows in relation to the Services and each part of the Services:
(a) the Services shall be performed, and any Goods shall be manufactured, to the standard of care, skill and diligence that would normally be expected of a reputable and competent organisation providing goods and/or services similar to the Goods and Services;
(b) it and its Personnel are skilled, trained, qualified and competent to perform the Services and that they will perform the Services in accordance with Good Operating Practices in a competent, skilled and efficient manner;
(c) the Services shall comply with all relevant statutes, regulations, by- laws and codes (including, without limitation, all relevant mines safety and inspections laws) and with best industry practices;
(d) it has good and marketable title to any Goods and the Principal will receive title to the Goods free of any charge or encumbrance;
(e) all information given by or on behalf of the Supplier to the Principal will be true and accurate;
(f) it will obtain at its cost all usual trade warranties and will assign the benefit of any such warranties to the Principal (copies of which must be supplied to the Principal); and
(g) any Goods shall:
(i) be of merchantable quality and fit for their intended purpose (and for the purposes which the Principal has communicated to the ...
Warranties and Obligations. A. Licensor warrants that, at the time of the execution of this Agreement, it has the legal right and power to grant to Licensee the rights granted under this Agreement.
B. Licensor warrants that it has not granted any rights or made any commitments relative to the granting of any rights, which are inconsistent with the rights granted to Licensee under this Agreement.
C. Licensor makes no other representations or warranties, express or implied, and does not assume any liability with respect to infringement of patents or other rights of third parties due to Licensee's operation under the license granted herein.
D. Licensor shall have no obligation to enforce the Licensed Patent against any third party or to defend any action or suit which challenges the validity of the Licensed Patent. Licensee shall have no right to enforce the Licensed Patent against any third party.
E. The Parties agree to take reasonable steps to ensure the confidentiality of the terms of this Agreement and, accordingly, any release of information relating to this Agreement must be reviewed and approved in advance by each of the Parties, except that copies of this Agreement may be made available to government agencies in compliance with regulations thereof requiring the disclosure of material agreements. Neither party shall be liable for disclosure of the terms of this Agreement if made in response to a valid order of a court or authorized agency of government; provided that ten (10) days' notice first be given to the other part so a protective order, if appropriate, may be sought by such party. Furthermore, either party may disclose, in confidence, the terms of this Agreement to its financial consultants, tax planners and/or advisors, attorneys, underwriters, and/or third parties under an obligation to the disclosing party to preserve the secrecy of the disclosing party's confidential information, without the consent of the other party. Anything to the contrary notwithstanding, Licensor may disclose the terms of this Agreement under suitable confidentiality terms in connection with further licensing of the Licensed Patent.
F. The Parties shall cooperate in reasonable efforts to publicize the '829 Patent through the joint dissemination of a press release in a form substantially similar to that attached hereto within sixty (60) days of the Effective Date. Nothing herein shall preclude further announcements by the Parties.
Warranties and Obligations. 8.1 Without prejudice to any other warranties expressed elsewhere in this Agreement or implied by law, the Service Provider warrants, represents and undertakes that:
8.1.1 the Service Provider:
8.1.1.1 has full capacity and authority and all necessary licences, permits, permissions, powers and consents (including, where its procedures so require, the consent of its holding company as defined in section 736 of the Companies Act 1985) to enter into and to perform the Agreement and any relevant Call-Off Contract; and
8.1.1.2 is aware of the purposes for which the Services are required and acknowledges that the Authority is reliant upon the Service Provider's expertise and knowledge in the provision of the Services; and
8.1.1.3 is entering into this Agreement and any relevant Call-Off Contract as principal and not as agent for any person and that it will act as an independent contractor in carrying out its obligations under this Contract;
8.1.2 the Agreement and Call-Off Contract is executed by a duly authorised representative of the Service Provider;
8.1.3 the Service Provider shall provide the Services:
8.1.3.1 in accordance with the relevant Call-Off Contract and the terms of this Agreement and with all due skill, care and diligence as may be expected of appropriately qualified and experienced persons (of a professional level if appropriate) with appropriate skill and experience in providing services of a similar scope, type, nature and complexity to the Services;
8.1.3.2 in a safe manner and free from any unreasonable or avoidable risk to any person’s health and well-being and in an economic and efficient manner;
8.1.4 all materials, equipment and goods under the relevant Call-Off Contract or supplied by the Service Provider shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 (as amended), sound in design and in conformance in all respects with the requirements specified in the relevant Call-Off Contract; and
8.1.5 all documents, drawings, computer software and any other work prepared or developed by the Service Provider or supplied to the Authority under the relevant Call-Off Contract shall not infringe any Intellectual Property Rights or any other legal or equitable right of any person.
8.2 Each warranty and obligation in this Clause 8 shall be construed as a separate warranty or obligation (as the case may be) and shall not be limited or restricted by reference to, or reference from, the terms of any other such warranty or ...
Warranties and Obligations. A. LICENSOR represents and warrants that it has the right and power to grant the licenses granted herein and that there are no other agreements with any other party in conflict herewith.
B. LICENSOR further represents and warrants that to the best of its knowledge, the Trademarks do not infringe any valid right of any third party.
C. LICENSEE represents and warrants that it will use its best efforts to promote, market, sell, and distribute the Licensed Products.
D. LICENSEE shall be solely responsible for the manufacture, production, sale, and distribution of the Licensed Products and will bear all related costs associated therewith.
E. It is the intention of the parties that LICENSEE shall introduce the Licensed Products in all countries in the Territory on or before [INSERT DATE]. Failure to meet this deadline shall constitute grounds for immediate termination of this Agreement by LICENSOR.
Warranties and Obligations. 7.1 The Supplier warrants and represents to Silver Fern Farms that the Products are:
(a) free and clear from all charges, encumbrances and other interests at the time title in the Products passes to Silver Fern Farms in accordance with clause 6.1;
(b) free from material defects (including virus in the case of a software product) and are generally of acceptable and merchantable quality and condition;
(c) will be provided by persons who are properly qualified, licensed and capable to provide the Products, and that Products will be provided with the degree of skill, diligence, prudence and foresight which would reasonably be expected from a contractor who is skilled, competent and experienced in providing services that are similar in size, type, nature, scope and complexity to the Products;
(d) meet and will perform the functions set out in the Supplier's specifications (if any) and any requirements set out in this Agreement (including any service level agreement); and
(e) do not infringe any patent, trademark or other Intellectual Property right of a third party.
7.2 The Supplier will take all reasonable steps to ensure that Silver Fern Farms has the full benefit of any manufacturer or other third-party warranties (if any) in relation to the Products.
7.3 The Supplier will pay all costs and expenses (including any legal costs) incurred by Silver Fern Farms as a result of any failure by the Supplier to comply with any obligation under this Agreement in a timely manner or in relation to Silver Fern Farm’s enforcement or attempted enforcement of its rights, remedies and powers under this Agreement.
Warranties and Obligations. Should AOC make use of the Deposit Materials as provided herein, all warranties and obligations of Contractor under Software License, or Maintenance and Support Services Agreement with respect to the Software shall be terminated, void, and of no further force or effect.
Warranties and Obligations. A. NBB represents and warrants that it has the right and power to grant the licenses granted herein and that there are no other agreements with any other Party in conflict herewith. NBB does not extend any additional warranties, express or implied, other than as provided for herein.
B. Distributer represents and warrants that it will use its best efforts to promote and market Bioheat® fuel oil.
C. Distributer shall be solely responsible for the creation and distribution of the Materials and shall bear all related costs associated therewith.
D. IN NO EVENT WILL NBB HAVE ANY LIABILITY WHETHER BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR BY MISREPRESENTATION OR WARRANTY OR OTHER STATUTORY, LEGAL OR EQUITABLE GROUNDS, FOR ANY THIRD PARTY CLAIMS AGAINST DISTRIBUTER FOR LOSSES, DAMAGES OR EXPENSES.
