WARRANTIES & REPRESENTATIONS. 2.1 Supplier acknowledges that NPML is at all times relying on Supplier’s expertise, knowledge and skill. To that extent, Supplier represents and warrants to NPML that the quantity, quality and description of the Goods (including without limitation all components, raw materials and related work) shall, subject as provided in these terms and conditions, be as specified in NPML’s Purchase Order and/or in any applicable agreement, specification or drawing supplied by NPML to Supplier or agreed in writing (“Specification”).
2.2 The Supplier shall ensure that:
(a) the Goods shall comply with and be performed in accordance with all relevant laws, regulations and industry standards, including as to environmental matters and good engineering practices, and when work is performed at NPML’s site, NPML’s health and safety rules and regulations.
(b) the Goods supplied shall be new and shall not have been used previously and shall be free from defects in design, material and workmanship, and must be of merchantable quality, and fit for any purpose as specified in NPML’s Purchase Order or by implication made known to Supplier at the time the Purchase Order is placed (the “Purpose”).
(c) it shall convey to NPML good title (free and clear from all encumbrances, claims and other defects in title) to all Goods delivered to NPML or to which NPML is entitled to.
(d) the Goods, the process of their manufacture and the use of the Goods for the Purpose and any purpose for which they are customarily intended under this sale will not infringe any patent claims or other intellectual property rights of a third party.
(e) all documents, including invoices, and all information submitted by it in support of any costs shall constitute a true, accurate and complete description of the Goods, activities and transactions to which they pertain,
(f) all samples provided to NPML by Supplier shall be free from defects in design, material and workmanship, and no Goods delivered hereunder shall be of a lesser quality or standard than the corresponding samples or previous supplies received by NPML from Supplier without NPML’s prior written approval.
(g) all work and services performed in connection with or related to NPML’s Purchase Order and/or the Goods shall be performed by appropriately qualified and trained personnel, with due care, skill and diligence and to such high standard of quality as is reasonable and all equipment and tools provided will at all times be maintained in first class cond...
WARRANTIES & REPRESENTATIONS. In addition to the incorporated Framework Agreement clause 4.1, the Supplier warrants and represents to the Buyer that [enter any additional warranties and representations]. [Delete if not relevant.] Supplemental requirements in addition to the Call-Off terms: Within the scope of the Call-Off Contract, the Supplier will [enter text]. [Delete if not relevant.] Alternative clauses: These Alternative Clauses, which have been selected from Schedule 4, will apply: [enter Alternative clauses]. [Delete if not relevant.] Buyer specific amendments to/refinements of the Call-Off Contract terms: Within the scope of the Call-Off Contract, the Supplier will [enter text]. [Delete if not relevant.] Public Services Network (PSN): The Public Services Network (PSN) is the Government’s secure network. If the G-Cloud Services are to be delivered over PSN this should be detailed here: [enter text]. [Delete if not relevant.] Personal Data and Data Subjects: Will Schedule 7 – Processing, Personal Data and Data Subjects be used Y/N [Delete as appropriate]
WARRANTIES & REPRESENTATIONS. 10.01. Buyer represents and warrants to Seller that at the time of execution of this Agreement and at the time of delivery of the Aircraft hereunder:
(a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota; (b) Buyer has the corporate power and authority to execute, deliver and perform its obligations under this Agreement;
WARRANTIES & REPRESENTATIONS. 7 11. Taxes...................................................9 12. Assignment.............................................10 13. Duty to Cooperate and Approvals........................11 14.
WARRANTIES & REPRESENTATIONS. Each party represents that he, she, or it has full authority to execute this Agreement. The City makes no representations or warranties regarding the suitability of the Property for any use to which CCA intends to put or will put the Property. CCA warrants that CCA has full right and authority to engage in the activities that CCA intends to pursue on the Property under this Agreement. The City in no way warrants or guarantees that CCA will be able to obtain any necessary permit or approval from the City or other governmental agency.
WARRANTIES & REPRESENTATIONS. Tenex Software Solutions, Inc. warrants that it is able to complete the Services in a professional and timely manner; that any Project Deliverables shall be original or all necessary permissions and releases obtained and paid for; and that any Project Deliverables shall not contain any false, misleading, libelous or unlawful matter. Customer warrants that any material given by Customer to Tenex Software Solutions, Inc. for use in the Services under this Agreement shall be original or all necessary permissions and releases obtained and paid for; and that any such material shall not contain any false, misleading, libelous or unlawful matter.
WARRANTIES & REPRESENTATIONS. 8.1 Licensor represents and warrants that:
(i) it has full power and authority to enter into and fully perform this Agreement;
(ii) it owns the Licensed Intellectual Property and has sufficient right and authority to grant to Licensee all licenses and rights granted by Licensor hereunder;
(iii) to Licensor's knowledge, the Licensed Intellectual Property and the use thereof as permitted pursuant to this Agreement does not and will not violate any law or infringe upon or violate any rights of any Person;
(iv) the execution, delivery and performance by Licensor of this Agreement will not conflict with, result in a breach or termination of, or constitute a default under any lease, agreement, commitment or other instrument to which Licensor is a party; and
(v) this Agreement constitutes the valid and binding obligations of Licensor enforceable against it in accordance with its terms.
8.2 Licensee represents and warrants that:
(i) it has full power and authority to enter into and fully perform this Agreement;
(ii) this Agreement constitutes the valid and binding obligations of Licensee enforceable against it in accordance with its terms;
(iii) the Internet Site and any content developed or furnished by Licensee hereunder in connection with its Internet Site and the use thereof, to Licensee's knowledge, will not infringe upon or violate any rights of any Person; and
(iv) Licensee will use its best efforts to ensure that its Internet Site will be advertised, transmitted and licensed in compliance with all applicable federal, state, local and foreign laws and in a manner that will not reflect adversely on Licensor.
WARRANTIES & REPRESENTATIONS. Executive hereby warrants and represents that:
(a) He has carefully read and fully understands the comprehensive terms and conditions of this Agreement;
(b) He is executing this Agreement knowingly and voluntarily, without any duress, coercion or undue influence by the Company, its representatives, or any other person, and with full knowledge of its significance and consequences and of the rights relinquished, surrendered, released and discharged hereunder;
(c) He has been informed of his right to consult with legal counsel of his own choice before executing this Agreement;
(d) He has pending no claim, complaint, grievance or any document with any federal or state agency or any court seeking money damages or relief against the Company;
(e) The Release Consideration recited herein constitutes good and valuable consideration for his execution of this Agreement;
(f) He is not actually aware of any matters (except as fully disclosed to the Board in writing) that would reasonably be expected to give rise to, evidence or support any claim of illegal or improper conduct, regulatory violation, unlawful discrimination, retaliation or other cause of action against Company, any of its subsidiaries or affiliates or any former or current executives or employees or representatives of the foregoing;
(g) He has been offered a period of twenty-one (21) calendar days to consider this Release and if he signs this Release prior to the expiration of the twenty-one (21) day period, he does so voluntarily with the understanding that he is waiving the remainder of the consideration period; and
(h) He may revoke the release contemplated by Section 9 during the period of seven (7) calendar days following the Release Execution Date (“Revocation Period”). Any revocation within this period must be submitted, in writing, to Xxxxxxx X. Xxxx, Chairman of the Board of Directors, and state, “I hereby revoke my agreement to enter into the Release.” The revocation must be delivered to Xxxxxxx X. Xxxx within seven (7) calendar days of the Release Execution Date. If Executive revokes the release contemplated by Section 9, then this Agreement (except for Sections 1, 2 and 8 herein) shall terminate and be of no further force and effect. If Executive does not revoke the release contemplated by Section 9 prior to the eighth (8) day after the Release Execution Date, Executive agrees that the release contemplated by Section 9 shall become enforceable on the eighth (8) day after the Release Execution...
WARRANTIES & REPRESENTATIONS and Indemnification Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose. Licensor warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Licensor to Licensee. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by th...
WARRANTIES & REPRESENTATIONS. Distributor shall not make representations or grant warranties greater in scope or duration than those generally made or granted by Mirion in its standard terms and conditions of sale. Distributor shall indemnify and hold Mirion and its officers, directors, employees and representatives harmless against any and all Liabilities which are attributable to the failure of Distributor to comply with the requirements of this Section (Warranties; Representations).
