Warranties Covenants. CCS represents and warrants and covenants that:
7.1 It shall commence work promptly and all Services shall be performed in a timely and professional manner, in accordance with reasonable standards of the industry.
7.2 It has and shall retain the required personnel, skills and knowledge to render the Services.
7.3 It has no outstanding agreement or obligation that is in conflict with any of the provisions of this SDA, or that would preclude CCS from complying with the provisions hereof, and further warrants that it will not enter into any such agreement or obligation during the term of this SDA.
7.4 All Services performed pursuant to this SDA shall be in accordance with all applicable laws and regulations. No illegal, improper, or unethical payment or other activities shall be made or undertaken by CCS in connection with services to be performed for IMed.
7.5 The Custom Software (as defined in the SOW) to be delivered under this SDA does not and shall not infringe, misappropriate or otherwise violate any third party patents, utility certificates, utility models, industrial design rights, copyrights, database rights, trade secrets, any protection offered by law to Information, semiconductor IC topography rights and all registrations, applications, renewals, extensions, combinations, divisions, continuations or reissues of any of the foregoing or which otherwise arises or is enforceable under the laws of any jurisdiction or any bi-lateral or multi-lateral treaty regime (collectively, "IPR").
7.6 Any and all IPR associated with the Custom Software (whether owned by CCS or one or more third parties) have been or will be secured by CCS to the extent necessary to enable CCS to fully comply with all terms and conditions of this SDA including, but not limited, to IMed's right to enjoy all benefits for all purposes associated with the Custom Software.
7.7 Neither the Custom Software nor the CCS existing software that is or may be a part of the Custom Software (including GUAVA, Global Cardio and GEMS) is currently the subject of any threatened or actual litigation related to the intellectual property rights of a third party.
7.8 The Custom Software does not and shall not contain any viruses or disabling code.
7.9 Open Source Software Warranty.
Warranties Covenants. 18.2.1: Osiris and Novartis each warrants to the other that it has full right and authority to enter into this Agreement; and that the performance of this Agreement does not conflict with any obligations under other contracts, or with obligations under funding schemes from any private or public funding agency.
Warranties Covenants. (a) As an inducement to the Company to enter into this Agreement, Executive represents and warrants as follows: (i) he is not a party to any other agreement or obligation for personal services; (ii) there exist no impediments or restraints, contractual or otherwise on Executive's power, right or ability to enter into this Agreement and to perform his duties and obligations hereunder; and (iii) the performance of his obligations under this Agreement do not and will not violate or conflict with any agreement relating to confidentiality, non-competition or exclusive employment to which Executive is or was subject. As an inducement to Executive to enter into this Agreement, the Company represents and warrants as follows: (i) there exist no impediments or restraints, contractual or otherwise on the Company's power, right or ability to enter into this Agreement and to perform its duties and obligations hereunder and (ii) it has delivered to Executive a true and complete copy of the Offering Memorandum.
(b) Executive will use reasonable efforts to provide the Company with an accurate and complete copy of the document(s) containing the vesting schedule and other material terms of the options to purchase shares of capital stock of the New York Times Company which have been granted to Executive.
Warranties Covenants. Each of the representations and warranties of the Company and the Principal Stockholders contained in Sections 2 and 3 shall be true and correct in all material respects as of the date of this Agreement and as of the date of the Closing as though made on and as of the Closing; and the Company and each of the Principal Stockholders shall, on or before the Closing, have performed all of their obligations hereunder which by the terms hereof are to be performed on or before the Closing. (b NO MATERIAL CHANGE. There shall have been no material adverse change in the financial condition, prospects, properties, assets, liabilities, business or operations of the Company since the date of the Base Balance Sheet, whether or not in the ordinary course of business.
Warranties Covenants. (a) Pledgor hereby warrants and represents to QMS (i) that except for the security interest created hereby, Pledgor owns the Shares free and clear of all liens, charges, and encumbrances, (ii) that the Shares are duly issued, fully paid, and non-assessable, (iii) that Pledgor has the unencumbered and unrestricted right to pledge the Stock, and (iv) that no consent or approval of any governmental or regulatory authority, or of any securities exchange, which has not been obtained was or is necessary to the validity of this pledge.
(b) Until the termination of this Agreement pursuant to Section 8 hereof, --------- Pledgor covenants that Pledgor will not (i) sell, convey or otherwise dispose of any of the Shares or any interest therein without the prior written consent of QMS (provided, however, that Pledgor may transfer all of the stock of QMS -------- ------- Australia to QMS Europe); (ii) incur or permit to be incurred any pledge, lien, charge, or encumbrance or any security interest whatsoever in or with respect to any of the Shares or the proceeds thereof, other than the security interest created hereby and such security interests as to which QMS has given its prior consent in writing; (iii) sell or transfer all or substantially all of the assets of either QMS Australia or QMS Europe or (iv) sell or transfer the stock or all or substantially of the assets of any of its subsidiaries.
(c) Until the termination of this Agreement pursuant to Section 8 hereof, --------- Pledgor covenants that Pledgor will (i) warrant and defend at its own expense QMS's right, title and special property and security interest in and to the Shares against the claims of any person or entity; and (ii) promptly give notice to QMS of any notices received by Pledgor with respect to the Shares.
Warranties Covenants. 10.1 The Customer hereby warrants that:
(a) the Customer is the legal and beneficial owner of the Securities;
(b) all the Securities are fully paid up and paid for, in the required or regular form and in good delivery order;
(c) there is no defect in title or any other encumbrance affecting the Securities; and
(d) the Customer is (if a corporation) duly authorised to enter into this Agreement, legally entitled to and capable of delivering all Securities that the Customer has instructed the Bank to sell on its behalf.
Warranties Covenants. The parties hereto hereby covenant and warrant that they are lawfully seized of their respective Parcels in fee simple and have the full right and authority to make this agreement. The joint easements hereby created shall bind the parties hereto, their successors and assigns, and shall constitute a covenant running with the land until terminated in accordance with this agreement.
Warranties Covenants. Licensor hereby represents and warrants to Licensee that Licensor can enter into this Agreement and/or operates the Venue and has full power and authority to enter into this Agreement and to engage in the transaction contemplated hereby. Licensor agrees that this Agreement is a valid obligation of Licensor and is binding upon Licensor in accordance with the terms hereof. Licensee hereby represents and warrants to Licensor that it has full power and authority to enter into this Agreement and to engage in the transaction contemplated hereby. Licensee agrees that this Agreement is a valid obligation of Licensee and is binding upon Licensee in accordance with the terms hereof. Licensee shall keep the Venue in an orderly condition while in use.
Warranties Covenants. Contractor warrants that services of any nature furnished hereunder shall be rendered competently by qualified personnel in accordance with the best accepted practices in the industry. Contractor further warrants that such services shall comply with all requirements of federal, state, and local laws and regulations, including, without limitation, the Occupational Safety and Health Act of 1970.
Warranties Covenants. The representations and warranties of Tower contained in Section 3.1 shall be true and correct in all material respects at and as of the Closing Date (except to the extent that they expressly relate only to an earlier time, in which case they shall have been true and correct in all material respects as of such earlier time), and Tower shall have complied with all of its covenants in all material respects. Tower shall have delivered to the Company a certificate dated as of the Closing Date, signed by its chairman, chief executive officer, president or any vice president or the secretary of the Board and its chief financial officer, in their capacities as such, to the effect set forth in this Section 5.2.3(i).
