Warranties; Indemnities Sample Clauses
The 'Warranties; Indemnities' clause sets out the assurances each party makes regarding the accuracy of information, performance of obligations, or the quality of goods and services, and establishes the responsibility to compensate the other party for certain losses or damages. In practice, this clause may require one party to guarantee that their products are free from defects or that they have the authority to enter into the agreement, and to indemnify the other party against claims arising from breaches of these assurances. Its core function is to allocate risk between the parties by providing remedies if representations prove false or if one party suffers loss due to the other's actions or omissions.
POPULAR SAMPLE Copied 4 times
Warranties; Indemnities. Except in the ordinary course of business or as listed in Section 2.13(d) of the Company Disclosure Schedule or as set forth in a Contract, the Company has not given any warranties or indemnities relating to products or technology sold or services rendered by the Company.
Warranties; Indemnities. Except for the warranties and indemnities contained in those Contracts and agreements set forth in the Company Disclosure Schedule and warranties implied by law, the Company has not given any warranties or indemnities relating to products or technology sold or services rendered by the Company.
Warranties; Indemnities of the Company Schedules sets ----------------------- forth a list of all agreements containing warranties and indemnities relating to products sold or services rendered by the Company, and no warranty or indemnity has been given by the Company which differs therefrom in any material respect. Section 3.25 of the Company Schedules also indicates all warranty and indemnity claims in excess of $5,000 made against the Company.
Warranties; Indemnities. Exhibit C sets forth a summary of all ----------------------- --------- warranties and indemnities relating to products sold or services rendered by the Company, and no warranty or indemnity has been given by the Company which differs therefrom in any respect. Exhibit C also indicates all warranty and --------- indemnity claims in excess of $25,000 made against the Company.
Warranties; Indemnities. Except for the warranties and indemnities contained in those contracts and agreements set forth in SECTION 2.13(l) of the Disclosure Schedule and warranties implied by law, the Company has not given any warranties or indemnities relating to products or technology sold or services rendered by the Company.
Warranties; Indemnities. Except for the warranties and indemnities contained in (i) those contracts and agreements set forth in Section 2.13(h) of the Company Disclosure Schedule and (ii) the "shrink wrap" license agreements of the Company or its Subsidiary, neither the Company nor its Subsidiary has given any warranties or indemnities relating to products or technology sold or licensed or services rendered by the Company or its Subsidiary.
Warranties; Indemnities. There are no material warranty or indemnity claims pending or threatened against the Company or any Subsidiary. Section 3.27 of the Disclosure Letter sets forth:
(a) a list of all forms of written warranties, guarantees and written warranty policies of the Company and any Subsidiary in respect of any of the Company Products which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation;
(b) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, any threatened dispute; and
(c) the experience of the Company and its Subsidiaries with respect to warranties, guarantees and warranty policies of or relating to the Company Products and services. True and correct copies of all forms of Warranty Obligations have been delivered to SUTIOC prior to the execution of this Agreement. There have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company and its Subsidiaries are not authorized to undertake obligations to any customer or other person in excess of or materially different from such Warranty Obligations. The Financial Statements reflect adequate and appropriate reserves for all Warranty Obligations. All products designed, licensed, or sold by the Company and its Subsidiaries are and were free from material defects in design and satisfy in all material respects the written requirements therefor set forth in any and all contracts, agreements, purchase orders, Warranty Obligations or other specifications or agreements related thereto.
Warranties; Indemnities. 8.1. Elan represents and warrants to Newco and Celtrix that, as of the Effective Date, to Elan's best knowledge (a) Elan has the right to grant the Elan License and any other rights granted herein, (b) Schedule 1 contains the Elan Patent Rights existing as of the Effective Date, and (c) [*****]
8.2. Newco represents and warrants to Elan that the execution of this Agreement by Newco and the full performance and enjoyment of the rights of Newco under this Agreement will not breach the terms and conditions of any license, contract, understanding or agreement, whether express, implied, written or oral between Newco and any third party.
8.3. Newco represents and warrants to Elan that the Products shall be developed, transported, stored, handled, packaged, marketed, promoted, distributed, offered for sale and sold in accordance with all regulations and requirements of the FDA and Regulatory Authorities including, without limitation, cGCP, cGLP, cGMP regulations. The Products shall not be adulterated or misbranded as defined by the United States Federal Food, Drug and Cosmetic Act (or applicable foreign law) and shall not violate any section of such Act if introduced in interstate commerce.
8.4. In addition to any other indemnifications provided for herein, Elan shall indemnify and hold harmless Newco and its Affiliates and their respective employees, agents, partners, officers and directors from and against any claims, losses, liabilities or damages (including reasonable attorney's fees and expenses) incurred or sustained by Newco arising out of any (a) breach of any representation, covenant, warranty or obligation by Elan hereunder, or (b) any act or omission on the part of Elan or any of its agents or employees in the performance of this Agreement.
8.5. In addition to any other indemnifications provided for herein, Newco shall indemnify and hold harmless Elan and its Affiliates and their respective employees, agents, partners, officers and directors from and against any claims, losses, liabilities or damages [*****] INDICATES THAT CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY IN A REQUEST FOR CONFIDENTIAL TREATMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. (including reasonable attorney's fees and expenses) incurred or sustained by Elan arising out of or in connection with any (a) breach of any representation, covenant, warranty or obligation by Newco hereunder, or (b) any act or omission on the part of Newco or any of its agents or employees ...
Warranties; Indemnities. Except for the warranties and indemnities contained in those contracts and agreements set forth in Section 2.15(l) of the Disclosure Schedule and warranties implied by law, neither the Company nor any of its Subsidiaries has given any warranties or indemnities relating to products or technology sold or services rendered by the Company or any of its Subsidiaries.
Warranties; Indemnities. The Company has not given any warranties or indemnities relating to products or technology sold or licensed or services rendered by the Company.