Warranties and Representatives Sample Clauses

Warranties and Representatives. (i) Each party warrants and represents that it has the right to enter into this AGREEMENT and to perform its obligations hereunder. (ii) SB and diaDexus each warrants and represents that it will not encumber PATENTS and KNOW-HOW with liens, mortgages, security interests or otherwise to the extent they are the owner or assignee of such PATENT and/or KNOW-HOW. (iii) diaDexus further warrants and represents that there is nothing in any THIRD PARTY agreement diaDexus has entered into as of the EFFECTIVE DATE which, in any way, will limit diaDexus' ability to perform all of the obligations undertaken by diaDexus hereunder, and that it will not enter into any such agreement after the EFFECTIVE DATE under which diaDexus would incur any such limitations. (iv) Nothing in this AGREEMENT shall be construed as a warranty or representation by diaDexus as to the validity of any patent claim or patent within the PATENTS. Nothing in this AGREEMENT shall be construed as a warranty or representation by diaDexus that any HOMEBREW made, used or imported, or any service offered for sale or sold, pursuant to the rights and license granted under this AGREEMENT is or will be free from infringement of any patent right held by any THIRD PARTY. (v) diaDexus warrants and represents that it has not, up through and including the EFFECTIVE DATE, omitted to furnish SBCL with any information in its possession concerning HOMEBREWS or the transactions contemplated by this AGREEMENT, which would be material to SBCL's decision to enter into this AGREEMENT and to undertake the commitments and obligations set forth herein. (b) DIADEXUS GRANTS NO WARRANTIES WITH RESPECT TO THE PATENTS, KNOW-HOW OR HOMEBREWS OR SERVICES UTILIZING HOMEBREWS, EXPRESS OR IMPLIED. EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND DIADEXUS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR QUALITY, WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF NONINFRINGEMENT.
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Warranties and Representatives. 1) All products supplied are guaranteed to be free from defects in material and workmanship for a period of 90 days from time of delivery. Our liability shall be limited to replacement of defective material only. Neither seller nor manufacturer shall be liable for any injury, loss, or damage, direct or consequential, rising out of the use of or the inability to use these products. Before using, user shall determine the suitability of the product for his intended use, user assumes all risk and liability whatsoever in connection therewith. 2) These conditions contain all the terms and warranties and conditions relative to the purchase of any goods from the Company and of the goods themselves. All other express or implied conditions warranties statements assurances or representations including any warranty as to suitability fitness for any purpose or as to merchantability or any other quality (insofar as the same may be) are hereby expressly negated. 3) The customer acknowledges and declares that the customer has read these terms and conditions and understands the same, that no warranty or representations have been made to the customer otherwise than herein contained, no warranty assurance promise or representation has been made regarding the quality fitness for use suitability or merchantability of goods for any purpose whatsoever, and that in all things the customer has relied on his own knowledge and judgment.
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Warranties and Representatives. 3.1 Medifocus hereby represents that it has obtained the consent from Duke University prior to the transfer, assignment of all its rights and obligation under the Duke Licensing Agreement. 3.2 Medifocus hereby represents that the Patents or any other interest under the Duke Licensing Agreement have not been pledged, mortgaged, charged, held as liens or encumbered in any other forms. 3.3 Save as expressly set out herein, the Medifocus makes no representations or warranties and shall have no responsibility with respect to the licensed patents pursuant to this Agreement or the application or use thereof made by ThermoGene. 3.4 Notwithstanding anything to the contrary contained or construed to be contained in this Agreement , the Medifocus shall not in any event be liable for any incidental , indirect, special, or consequential damage of any kind whatsoever , relating to, resulting from, arising out of or connected with the licensed patents or this Agreement, whether in contract or tort (including negligence).
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Related to Warranties and Representatives

  • 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.

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

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

  • Seller’s Warranties and Representations The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

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

  • Contractor Commitments, Warranties and Representations Any written commitment received from the Contractor concerning this Agreement shall be binding upon the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to any representation made prior to execution of this Agreement, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties.

  • Warranties and Liabilities You acknowledge and agree that: a) We do not warrant the operability or functionality of Mobile Payment Services for Small Business or that it will be available to complete a Transaction; b) We do not warrant that any particular merchant will offer the payment method accessed through Mobile Payment Services for Small Business; and c) We do not guarantee the availability or operability of any wireless networks or of any Mobile Device. You understand that You should keep Your physical Debit Card with You to use in the event Mobile Payment Services for Small Business are unavailable for whatever reason. Furthermore, You explicitly exclude Us, all partners and associated service providers from all liability whatsoever in relation to Mobile Payments Services for Small Business, and by extension their respective directors, officers and employees, including, without limitation, any liability in relation to the sale, distribution, use or the performance or non-performance of Mobile Payments Services for Small Business. You acknowledge and confirm ownership of the respective intellectual property rights by the Financial Institution and its partners and associated service providers.

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that: a. The Adviser has been duly authorized by the Board of Trustees of the Fund to delegate to the Sub-Adviser the provision of investment services to the Portfolio Account as contemplated hereby. b. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations.

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