WARRANTIES, REPRESENTATIONS AND ACKNOWLEDGEMENTS Sample Clauses

WARRANTIES, REPRESENTATIONS AND ACKNOWLEDGEMENTS. 1.1 I confirm and acknowledge that:- (a) by signing this Agreement, I have read and understood all the terms and conditions of this Agreement and I agree to be bound by them; (b) this Agreement may be executed by electronic signature(s); by electronically signing this Agreement in the method provided by you, I will be deemed to have signed this Agreement as Lessee or Hirer (as the case may be) and I will also be deemed to understand this Agreement and confirm that I agree to enter into this Agreement; (c) you have not made, and do not make, any representation, warranty or undertaking to me as to the age or condition or quality or merchantability of the Goods, their suitability or fitness for the purpose(s) for which the Goods are required by me or their safety and you shall not be liable for any representation, warranty or undertaking made by you in relation to the Goods; (d) I am responsible for obtaining and maintaining at all times all licenses or registration required by law in connection with the Goods or their use; and (e) I alone am responsible for examining the Goods before accepting them and for satisfying myself with them, including: (i) their compliance with their description(s); (ii) their condition, suitability and fitness for my purpose(s); (iii) the validity of any manufacturer’s, dealer’s or supplier’s warranties or guarantees; and I am satisfied as to their fitness for the purpose(s) for which they are required by me. 1.2 It is agreed and declared that:- (a) any liability which you might otherwise incur and any right or immunity which I might otherwise possess in respect of any conditions, warranties or representations relating to condition, age or state of repair of the Goods or their merchantable quality or fitness for the particular or any purpose(s) for which they are or may be required, whether such conditions, warranties or representations are expressed or implied, and whether arising under general law or under this Agreement or under any prior agreement or in oral or written statements made by or on behalf of any person in the course of negotiations in which I or my representative may have been concerned prior to this Agreement, are expressly excluded and no breach of any such condition, warranty or representation shall entitle me to rescind this Agreement nor to absolve from any obligation to continue to pay all amounts (including the monthly rental payments) due hereunder on their due dates; (b) you are not responsible for the del...
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WARRANTIES, REPRESENTATIONS AND ACKNOWLEDGEMENTS. 10.1 Warranties and Representations Regarding the JJCC Patent Rights. JJCC expressly warrants and represents as of the Execution Date that: (i) JJCC exclusively owns or Controls by agreement or license all of the rights, title and interest in and to the JJCC Patent Rights licensed to Barrier pursuant to Article 2; (ii) JJCC owns or controls by agreement or license all of the rights, title and interest in and to the JJCC Know-How licensed to Barrier pursuant to Article 3; and (iii) JJCC has the full right and authority to enter into this Agreement and to carry out the transactions contemplated herein; (b) JJCC has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the JJCC Patent Rights and there are currently no existing license agreements for the JJCC Patent Rights that are in conflict with the licenses granted to Barrier under Article 2; and (c) There are no claims, judgments or settlements against or pending with respect to the JJCC Patent Rights, and to JJCC's knowledge, no such claims, judgements or settlements are threatened. 10.2 No Warranties or Representations Regarding JJCC IP
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WARRANTIES, REPRESENTATIONS AND ACKNOWLEDGEMENTS. 9.1 PROCYTE expressly warrants and represents as of the Effective Date that it exclusively owns or controls by agreement or license all of the rights, title and interest in and to the PROCYTE Rights as defined herein and that it has the full right and authority to enter into this Agreement and to carry out the transactions contemplated herein. PROCYTE further represents and warrants as of the Effective Date that no academic institution, member of an academic institution, corporation, local, state or federal government, or any other third party holds any property rights in the PROCYTE Rights in the Mass Retail Market in the Field. Further, PROCYTE represents that the patent applications and patents of Schedule A are all existing PROCYTE Patent Rights in the Field, and PROCYTE agrees that it will promptly update such Schedule A from time-to-time. Further, PROCYTE warrants and represents, as of the Effective Date, that it knows of no facts that would render any of the PROCYTE Patent Rights invalid or unenforceable. 9.2 PROCYTE expressly warrants and represents, as of the Effective Date, that it has no outstanding encumbrances or agreements, either written, oral, or implied, in connection with ------------------- [ * ] Confidential Treatment Requested the PROCYTE Rights in the Mass Retail Market in the Field, and that it has not granted and will not grant during the term of this Agreement or any renewal hereof, any similar rights, license, consent or privilege with respect to the rights granted pursuant to Section 2.1 [ * ]. 9.3 NEUTROGENA makes no representation or warranty that it will market Licensed Products in the Field under this Agreement. Furthermore, all business decisions including, without limitation, design, manufacture, sale, price and promotion of products covered under this Agreement, seeking of regulatory approval to market and selecting and conducting of clinical trials for supporting an NDA, and the decision whether to sell a particular Licensed Product shall be within the sole discretion of NEUTROGENA and/or its sublicensees. 9.4 PROCYTE hereby acknowledges herein that NEUTROGENA and its Affiliates already sell a large variety of products and acknowledges that NEUTROGENA and its Affiliates may now or in the future develop or acquire cosmetic and pharmaceutical products which may serve a similar cosmetic/therapeutic function or compete with Licensed Products in the Field. Further, PROCYTE recognizes that NEUTROGENA and its Affiliates have bee...
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WARRANTIES, REPRESENTATIONS AND ACKNOWLEDGEMENTS. 9.1.1 NOVAVAX expressly warrants and represents that (a) it exclusively owns all of the rights, title and interest in and to the Licensed Patents as defined herein existing as of the date hereof and (b) it has the full corporate right and authority to enter into this Agreement and to carry out the transactions contemplated herein. NOVAVAX further represents and warrants that no academic institution, member of an academic institution, corporation, local, state or federal government, or any other third party holds any property rights in the Licensed Patents, or to its knowledge other Licensed Technology, that pertains to a Licensed Product existing as of the date hereof. Further, NOVAVAX represents that the patent applications and patents of Schedule A are all the current existing Licensed Patents reasonably relevant to the Licensed Product In the Territory having the formulation described on Schedule B attached hereto (the “Formulation”). 9.1.2 NOVAVAX expressly warrants and represents that, there are no outstanding encumbrances or agreements, either written, or to its knowledge if oral or implied, on the Licensed Technology that are inconsistent with the obligations undertaken by NOVAVAX herein, and that it has not granted and will not grant during the term of this Agreement or any renewal hereof, any license or other privilege under the Licensed Technology with respect to the exclusive rights granted hereunder for a Licensed Product in the Territory in the Field which conflicts, or which could reasonably be expected to conflict, with the terms and conditions of this Agreement.
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WARRANTIES, REPRESENTATIONS AND ACKNOWLEDGEMENTS. 5.1 Each of Xxxxxxxxx and Xxxxxxxxxxx, severally and not jointly, represents, covenants, and warrants to Xxxxxx-Xxxx, its successors, legal representatives and assigns that as of the Effective Date hereof: 5.1.1 it or he has full legal right, power and authority to enter into and perform this Agreement; 5.1.2 they together or individually are the sole and lawful owner or owners of the entire right, title, and interest in and to the Patents and Applications and the Technology (except any such interest as Xxxxxx-Xxxx may have thereto); 5.1.3 there are no outstanding liens, licenses and/or encumbrances burdening the Patents and Applications and the Technology or any part thereof (except for the license to Xxxxxx-Xxxx under the Xxxxxxxxx License Agreement); 5.1.4 all Patents and Applications, excluding those patents and applications that have not yet been filed, are active and in force in the U.S. or other territories to which they apply; 5.1.5 except as set forth on Exhibit C of that certain Sponsored Research and License Agreement, dated as of the date hereof, among Edenland, Inc. and the parties hereto, neither Xxxxxxxxx nor Xxxxxxxxxxx (nor any of their affiliates) possesses any Know-How or has filed any patents or patent applications relating to a compound or composition that elicits the same or similar biological activity as the Technology; 5.1.6 it or he has not granted, expressly or otherwise, an assignment or any license or other right, exclusive or otherwise, to or under the Patents and Applications and/or the Technology, which rights remain in force; 5.1.7 it or he has received no notice of any pending or threatened claims of infringement or misappropriation with respect to the Patents and Applications, and knows of no reason that it would receive such notice; 5.1.8 it or he has not executed and will not execute any agreements inconsistent with this Agreement or to the detriment of the Patents and Applications assigned hereby; and 5.1.9 it or he shall sign all papers and documents, take all lawful oaths, and do all acts necessary or required to be done for the procurement, maintenance, enforcement and defense of the Patents and Applications throughout the world at the cost and expense of Xxxxxx-Xxxx, its successors, legal representatives and assigns.
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WARRANTIES, REPRESENTATIONS AND ACKNOWLEDGEMENTS 
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Related to WARRANTIES, REPRESENTATIONS AND ACKNOWLEDGEMENTS

  • Representations and Warranties Regarding Each Contract Seller represents and warrants as to each Contract as of the execution and delivery of this Agreement and as of the Closing Date, that:

  • WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS 6.1. The Supplier warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period that: 6.1.1. it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Framework Agreement (including, where its procedures so require, the consent of any of its Holding Companies); 6.1.2. this Framework Agreement is executed by a duly authorised representative of the Supplier; 6.1.3. in entering into this Framework Agreement and any Call Off Contract (and until the expiry of each, respectively) it has not committed and will not commit any Fraud, and has and will continue to have no conflict of interest in relation to this Framework Agreement; 6.1.4. all information, statements, warranties and representations contained in and the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework Agreement to the Supplier are, as at the date hereof, true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement; and hereafter, for the Framework Period, it undertakes that it will promptly 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; 6.1.5. it has not entered and will not enter into any agreement with any other person with the aim of preventing tenders being made or as to 6.1.6. it has not caused or induced and will not cause or induce any person to enter such agreement referred to in Clause 6.1.5; 6.1.7. it has not offered or agreed (and will not offer or agree) to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Services under this Framework; 6.1.8. no claim is being asserted and no litigation, arbitration or administrative or regulatory proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call Off Contract which may be entered into with the Authority or Other Contracting Bodies; 6.1.9. it is not and will not be subject to any contractual obligation, or bound by any Law or other requirement, compliance with which will be likely to have an adverse effect on its ability to perform its obligations under this Framework Agreement and/or any Call Off Contract which may be entered into with the Authority or Other Contracting Bodies; 6.1.10. it has obtained and will maintain all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call Off Contract; 6.1.11. in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement (and without prejudice to its other obligations under this Framework Agreement) it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators; 6.1.12. no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their 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; 6.1.13. as at the Framework Commencement Date, it has notified the Authority in writing of any Occasions of Tax Non-Compliance or any litigation that it is involved in that is in connection with any Occasions of Tax Non Compliance; and 6.1.14. in the three (3) years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) years, in the whole of such shorter period) it has: 6.1.14.1. 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; 6.1.14.2. it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and 6.1.14.3. it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement or any Call Off Contract. 6.2. The Supplier shall promptly notify the Authority in writing: 6.2.1. of any material detrimental change in the financial standing and/or credit rating of the Supplier; 6.2.2. if the Supplier undergoes a Change of Control; and/or 6.2.3. of any circumstances suggesting that a Change of Control is planned or in contemplation, provided such notification does not contravene any Law. 6.3. Each time a Call Off Contract is entered into the warranties, representations and undertakings in Clause 6.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. 6.4. For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority would have, had it not been so expressed, in respect of breach of that provision by the Supplier. 6.5. The Supplier acknowledges and agrees that: 6.5.1. once duly executed this Framework Agreement will constitute the legal, valid and binding obligations and rights of the Supplier and the Authority; 6.5.2. the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call Off Contracts; 6.5.3. the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and 6.5.4. each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call Off Contract be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement. 6.6. For the duration of the Framework Agreement and for a period of twelve (12) months after the termination or expiry of the Framework Agreement or, if later, all Call Off Contracts, the Supplier shall not employ or offer employment to any staff of the Authority or the staff of any Contracting Body who have been associated with the procurement and/or provision of the Services without Approval or the prior written consent of the relevant Contracting Body respectively. 6.7. In performing its obligations under this Framework Agreement and any Call Off Contract, the Supplier shall not (to the extent possible in the circumstances) discriminate between Contracting Bodies on the basis of their respective size.

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

  • REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:

  • Representations and Warranties of Customer The Customer represents and warrants to the Transfer Agent that:

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • Representations and Warranties Regarding the Seller The Seller represents, warrants and covenants to the Purchaser that as of the date hereof and as of each Closing Date:

  • Representations and Warranties of Consultant (a) Consultant has the requisite power and authority to enter into and perform his obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (b) The execution, delivery and performance of this Agreement by Consultant does not and shall not constitute Consultant’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Consultant is a party, or by which Company is or may be bound.

  • Representations and Warranties by Each Party Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.

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