Warranties - Performance Sample Clauses

Warranties - Performance. 9.1 Supplier warrants for a period of 90 days from Contract Effective Date that: (a) The Licensed Products will substantially perform the functions described in the Documentation; and (b) The Media supplied by Supplier is free of defects in material and workmanship under normal use. 9.2 The warranty contained in clause 9.1: (a) is subject to the Client having fully complied with its obligations under this Agreement; (b) is not a warranty that the results obtained from use of the Licensed Products will be in accordance with the Client’s expectations or its requirements; and (c) does not operate where the substantial non-performance arises in any respect from the installation of the Licensed Products by the Client, the nature or operation of the equipment on which the Licensed Products are used or the use of any materials or software not provided by Supplier. 9.3 To the maximum extent permitted by law, the warranties set out in clause 9.1 are exclusive and in lieu of all other warranties, whether express or implied, including the implied warranties of merchantability and fitness for a particular purpose. 9.4 Supplier does not warrant that the Licensed Products will operate in combinations other than as specified in the Documentation or that the operation of the Licensed Products will be uninterrupted or error-free. 9.5 For any breach of the warranties contained in clause 9.1 the Client’s exclusive remedy and Supplier entire liability will be: (a) the correction, or the procurement of the correction, of errors in the Licensed Products that cause the breach of the warranty, or if Supplier are unable to make the Licensed Product operate as warranted, the Client shall be entitled to terminate this Agreement and recover the fees paid to Supplier for the Licensed Products; and (b) the replacement of defective Media returned within 90 days of the Effective Date. 9.6 This section (9) is an extension of Clause 10 of SECTION A - STANDARD TERMS and is specific to SECTION C - SOFTWARE LICENCE Module. To the extent that there is any ambiguity, this clause takes precedence over Clause 10 of SECTION A - STANDARD TERMS.
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Warranties - Performance. Buyer shall have performed and ------------------------------------------- complied in all respects with the covenants and agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing Date, the representations and warranties of Buyer set forth in this Agreement shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except as otherwise expressly contemplated by this Agreement), and the execution and delivery of this Agreement by Buyer and the consummation of the transactions contemplated hereby shall have been duly and validly authorized by Buyer's Board of Directors, and Seller shall have received a certificate to that effect signed by the secretary of Buyer.
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Warranties - Performance. 1.1 The services Contractor has agreed to perform for Sponsor under the Agreement as defined in a Statement of Work (the “Services”) shall be provided in a competent, diligent manner in accordance with prudent industry practice (the “Warranty Standard”). If any failure to meet the Warranty Standard appears within one hundred twenty (120) days from completion of the Services (the “Warranty Period”), Contractor will correct any such failure by reperforming any portion of the Services furnished, on a one-time basis, for the portion of the Services that do not meet the Warranty Standard, provided that if such failure is not resolved, then the Parties shall negotiate in good faith a plan of remediation. 1.2 Sponsor acknowledges that Contractor is a provider of research services and is not a merchant or commercial supplier of any equipment, parts, materials, supplies, software, and other goods Contractor has agreed to supply to Sponsor under a Statement of Work (the “Products”). Sponsor further acknowledges that any Products are investigational in nature and all Products are prototypes except where expressly designated to the contrary in a specific addendum to these Terms and Conditions. As used herein, “Deliverables” is intended to include both Products and reports based on the Services. SPONSOR IS SOLELY RESPONSIBLE FOR THE SELECTION AND USE OF CONTRACTOR SERVICES AND DELIVERABLES TO ACHIEVE SPONSOR’S DESIRED RESULTS. SPONSOR USES RESULTS GENERATED BY CONTRACTOR SERVICES AND DELIVERABLES AT SPONSOR’S OWN RISK, AND SPONSOR IS SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING ALL RESULTS FROM THEIR USE. Accordingly, other than as expressly provided herein, CONTRACTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO PRODUCTS WHATSOEVER, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY REGARDING THE PERFORMANCE OF THE PRODUCTS, THE DESCRIPTION, FITNESS, OR SUITABILITY OF THE PRODUCTS IN ANY RESPECT OR IN CONNECTION WITH OR FOR ANY PURPOSES OR USES OF SPONSOR, THE DURABILITY, QUALITY, OR CONDITION OF THE PRODUCTS OR OF SPONSOR’S EQUIPMENT FOR WHICH THE PRODUCTS MAY BE UTILIZED, THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, DATA ACCURACY, THE COMPLIANCE WITH REGULATORY REQUIREMENTS, AND THE MERCHANTABILITY OF THE PRODUCTS AND FITNESS FOR A PARTICULAR PURPOSE. 1.3 If Contractor furnishes Sponsor with advice or activities concerning any Products or Services which are not required pursuant to the Statement of Wo...
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Warranties - Performance. 8.1 Supplier warrants for a period of 90 days from Order Effective Date that: (a) The Software will substantially perform the functions described in the Documentation; and (b) The Media supplied by Supplier is free of defects in material and workmanship under normal use. 8.2 The warranty contained in clause 8.1: (a) is subject to the Client having fully complied with its obligations under this Agreement; (b) is not a warranty that the results obtained from use of the Software will be in accordance with the Client’s expectations or its requirements; (c) is not a warranty that the Software will be fit for any particular purpose; and (d) does not operate where the substantial non-performance arises in any respect from the installation of the Software by the Client, the nature or operation of the equipment on which the Software are used or the use of any materials or software not provided by Supplier. 8.3 To the maximum extent permitted by law, the warranties set out in clause 8.1 are exclusive and in lieu of all other warranties, whether express or implied, including the implied warranties of merchantability and fitness for a particular purpose. 8.4 Supplier does not warrant that the Software will operate in combinations other than as specified in the Documentation or that the operation of the Software will be uninterrupted or error-free. 8.5 For any breach of the warranties contained in clause 8.1 the Client’s exclusive remedy and Supplier entire liability will be: (a) the correction, or the procurement of the correction, of errors in the Software that cause the breach of the warranty, or if Supplier are unable to make the Software operate as warranted, the Client shall be entitled to terminate this Agreement and recover the fees paid to Supplier for the Software; and (b) the replacement of defective Media returned within 90 days of the Effective Date.
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Related to Warranties - Performance

  • Representations and Warranties; Performance All representations and warranties of Buyer contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer at or prior to the Closing.

  • Representations and Warranties; Performance of Agreements Company shall have delivered to Agent an Officers' Certificate, in form and substance satisfactory to Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Agent and Requisite Lenders.

  • Representations and Warranties; Performance of Obligations All the representations and warranties of the STOCKHOLDERS and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS shall have delivered to METALS certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

  • Accuracy of Representations and Warranties; Performance of Covenants At the Closing Time, the representations and warranties contained herein or in certificates of any officer of the Company or any of its subsidiaries (including the Bank) delivered pursuant to the provisions hereof, shall be true and correct, when made, and at the Closing Time, and the Company shall have performed its covenants and other obligations hereunder.

  • Representations and Warranties True; Performance of Obligations The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.

  • Representations, Performance All representations and warranties of Buyer contained in this Agreement shall be true and correct in all respects at and as of the date hereof, and shall be repeated and shall be true and correct in all respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS Each Pledgor represents, warrants and covenants that: (i) it is the legal, beneficial and record owner of, and has good and marketable title to, all Collateral pledged by such Pledgor hereunder and that it has sufficient interest in all Collateral pledged by such Pledgor hereunder in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement and Permitted Liens (as defined in the Credit Agreements)); (ii) it has the corporate, limited partnership or limited liability company power and authority, as the case may be, to pledge all the Collateral pledged by it pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) except to the extent already obtained or made, or, in the case of any filings or recordings of the Security Documents (as defined in the Credit Agreements) (other than the Collateral Vessel Mortgages) executed on or before the Restatement Effective Date, to be made within 10 days of the Restatement Effective Date, no consent of any other party (including, without limitation, any stockholder, partner, member or creditor of such Pledgor or any of its Subsidiaries (as defined in the Credit Agreements)) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (a) the execution, delivery or performance by such Pledgor of this Agreement, (b) the legality, validity, binding effect or enforceability of this Agreement, (c) the perfection or enforceability of the Pledgee’s security interest in the Collateral pledged by such Pledgor hereunder or (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or remedies provided herein; (v) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, U.S. or non-U.S., applicable to such Pledgor, or of the certificate or articles of incorporation, certificate of formation, operating agreement, limited liability company agreement, partnership agreement or by-laws of such Pledgor, as applicable, or of any securities issued by such Pledgor or any of its Subsidiaries (as defined in the Credit Agreements), or of any mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries (as defined in the Credit Agreements) is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries (as defined in the Credit Agreements) which are Credit Parties (as defined in the Credit Agreements), except as contemplated by this Agreement or the Credit Agreements; and

  • Accuracy of the Company’s Representations and Warranties; Performance by the Company The Company shall have delivered the certificate required to be delivered pursuant to Section 4(o) on or before the date on which delivery of such certificate is required pursuant to Section 4(o). The Company shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such date, including, but not limited to, the covenants contained in Section 4(p), Section 4(q) and Section 4(r).

  • Representations, Warranties and Covenants of the Pledgor The Pledgor hereby represents, warrants and covenants that: (a) The Pledgor has full corporate power and authority to execute and deliver and perform its obligations under this Agreement and this Agreement is the Pledgor's valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance and injunctive relief. (b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreement) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee. (c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing. (d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

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