Warranties, Representations and Liability Sample Clauses

Warranties, Representations and Liability. 12.1 The Licensor hereby represents and warrants to Licensee that as at the date of this agreement: 12.1.1 so far as it is aware, it is the sole legal and beneficial proprietor of the Licensed Technology free of any encumbrances or obligations owed to third parties in respect of the same; 12.1.2 save for the rights expressly reserved pursuant to clause 4, in so far as the Licensor is aware neither the Application nor Exclusive Know-How has been licensed or assigned to any third party by the Licensor, nor has any option been granted to grant a licence or assign the same to any third party by the Licensor nor any covenant not to xxx, consent, waiver, release or other permission been granted or promised to be granted by the Licensor in respect of the same. 12.1.3 so far as it is aware, no right to claim damages, an account of profits or other claim or liability in respect of infringement of any of the Licensed Technology has been assigned, made over or promised to be assigned by the Licensor to any third party; 13. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
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Warranties, Representations and Liability. The Client warrants and represents that:
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Warranties, Representations and Liability. 12.1 OUI warrants that it has full corporate power and authority to enter into this agreement. To the fullest extent permissible by law, other than as set out in this clause 12.1. OUI does not make any warranties of any kind including, without limitation, warranties with respect to: 12.1.1 the quality of the Licensed Technology; 12.1.2 the suitability of the Licensed Technology for any particular use; 12.1.3 whether use of the Licensed Technology will infringe third-party rights; or 12.1.4 whether the Application will be granted or the validity of any patent that issues in response to that Application. 12.2 Subject to clause 12.4 and 12.7, the Licensee shall indemnify OUI and the University and hold OUI and the University harmless from and against any and all claims, damages and liabilities asserted by third parties (including claims for negligence) which arise directly or indirectly from the use of the Licensed Technology or the Marketing of Licensed Products by the Licensee and/or its sub-licensees after the Effective Date, save to the extent such claim is due to the negligence of OUI or University that occurred prior to the date of this agreement. 12.3 In respect of any Indemnified Claim, OUI will use its reasonable endeavours to defend any Indemnified Claim and to mitigate its losses, claims, liabilities, costs, charges and expenses or (at OUI's option) allow the Licensee to do so on its behalf (subject to OUI and the University retaining the right to be kept informed of progress in the action and to have reasonable input into its conduct). OUI will not make any admission, compromise, settlement or discharge of any Indemnified Claim without the consent of the Licensee (which will not be unreasonably withheld or delayed) 12.4 The Licensee irrevocably undertakes to make no claim personally against any researcher, employee or student of the University in connection with this agreement or its subject matter other than for breach of confidence or wilful default but in any event shall not claim damages in any proceedings for breach of confidence or wilful default personally against any researcher, employee or student of the University, it being acknowledged that the foregoing shall not prevent the Licensee seeking damages against the University for any actions or omissions of any officer, researcher, employee or student of the University that the Licensee would be entitled to claim against the University but for this clause 12.4. 12.5 Save in respect of the ...
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Warranties, Representations and Liability. 1. NO WARRANTIES / RESPRESENTATIONS. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY CYBEROPTICS OF THE PATENTABILTY, VALIDITY OR INFRINGEMENT OF THE PATENTS OR ANY PART(S) THEREOF, AND THE PATENTS, TECHNICAL INFORMATION, LICENSED SOFTWARE AND MARKS ARE LICENSED TO OGP HEREUNDER, AND THE COMPLETED INVENTORY, NON-COMPLETED INVENTORY AND FIXTURES ARE SOLD AND TRANFERRED TO OGP HEREUNDER, "AS IS" AND WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THAT OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NOTHING IN THIS AGREMENT SHALL BE CONSTRUED AS REPRESENTATION OR WARRANTY BY CYBEROTPICS OF OGP'S ACTUAL OR POTENTIAL SUCCESS UNDER THIS AGREEMENT. 2. HOLD HARMLESS. OGP SHALL HOLD CYBEROPTICS, AND ITS OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES HARMLESS FROM ANY AND ALL LIABILITY, CLAIMS, DAMAGES OR EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL FEES AND COSTS), ARISING OUT OF, RELATED TO OR RESULTING FROM, THE DEVELOPMENT, PRODUCTION OR USE OF ANY LICENSED PRODUCTS OR MODIFICATIONS THEREOF BY OGP, OR THE USE OR PRACTICE OF THE PATENTS BY OGP, OR THE USE OF THE TECHNICAL INFORMATION, LICENSED SOFTWARE OR MARKS BY OGP, OR THE USE OR OTHER DISPOSITION OF THE COMPETED INVENTORY, NON-COMPLETED INVENTORY OR FIXTURES BY OGP.
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Warranties, Representations and Liability. 12.1 The Licensor hereby represents and warrants to Licensee that as at the date of this agreement: 12.1.1 so far as it is aware, it is the sole legal and beneficial proprietor of the Licensed Technology free of any encumbrances or obligations owed to third parties in respect of the same; 12.1.2 [*] has replied as set out in the email dated 12th November 2013 (a copy of which the Licensee acknowledges receipt of in response to the questions posed to them by the Licensor as set out in the email dated 12th November 2013; 12.1.3 save for the rights expressly reserved pursuant to clause 4, in so far as the Licensor is aware neither the Application nor Exclusive Know-How has been licensed or assigned to any third party by the Licensor, nor has any option been granted to grant a licence or assign the same to any third party by the Licensor nor any covenant not to sue, consent, waiver, release or other permission been granted or promised to be granted by the Licensor in respect of the same. 12.1.4 so far as it is aware, no right to claim damages, an account of profits or other claim or liability in respect of infringement of any of the Licensed Technology has been assigned, made over or promised to be assigned by the Licensor to any third party; 12.1.5 it has not received any advice, report, search result or other communication (save for those search reports provided to Syncona Partners LLP prior to the Effective Date) from a patent office or the patent attorneys prosecuting the Application which adversely affects the prospects of securing a granted or issued patent from the Application; and ,For the purposes of this clause 12.1, reference to the knowledge of the Licensor shall be exclusively determined by reference to the following: 12.1.5.1 the actual knowledge of [*], as at the date of this agreement; and 12.1.5.2 without any express or implied duty on any of these individuals to have made any specific or general enquiries regarding the subject matter of the warranties in this clause 12.1. 12.2 Save as expressly set out herein and without intending to affect the Licensor’s and the University’s rights under clause 12.3 below to the fullest extent permissible by law, neither party makes any warranties or representations of any kind including, without limitation, warranties with respect to: (a) the quality of the Licensed Technology; (b) the suitability of the Licensed Technology for any particular use; (c) whether use of the Licensed Technology will infringe thi...
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Warranties, Representations and Liability. 10.1 The Client warrants and represents that: (a) it has full capacity and authority and all necessary consents to appoint the Authority as its agent to the extent provided for in clause 2.2; (b) it has full capacity and authority and all necessary consents to enter into and perform its obligations under the Agency Agreement; (c) the Agency Agreement is executed by a duly authorised representative of the Client; and (d) it shall use reasonable endeavours to ensure that all information provided to the Authority under clause 6 shall be true, accurate and not misleading. 10.2 The Client shall indemnify the Authority and keep the Authority indemnified fully against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of any breach by the Client of the warranties and representations in clause 10.1. 10.3 Neither Party excludes or limits liability to the other Party for: (a) fraud or fraudulent misrepresentation; or (b) death or personal injury caused by its negligence. 10.4 Subject to clause 10.3, in no event shall either Party be liable to the other for any: (a) loss of profits, business, revenue or goodwill; or (b) indirect or consequential loss or damage.
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Warranties, Representations and Liability 
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Related to Warranties, Representations and Liability

  • Warranties, Representations, and Indemnification a. 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. b. Producer 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. Producer 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 right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements. Producer 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. The 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 Producer which was not affirmatively disclosed by Producer 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 Producer to Licensee. c. 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 the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

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

  • 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 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:

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

  • 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 Disclaimers (a) EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN PARAGRAPH 11(D) BELOW OR IN ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED BY SELLER TO BUYER IN CONNECTION WITH CLOSING (EACH A “CLOSING DOCUMENT”), SELLER DOES NOT, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND SELLER SHALL NOT, BY THE EXECUTION AND DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION WITH CLOSING, MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER, WITH RESPECT TO THE PROPERTY, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN PARAGRAPH 11(D) BELOW OR IN ANY CLOSING DOCUMENT, SELLER MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIED WARRANTY AS TO: (I) MATTERS OF TITLE, (II) ZONING, (III) TAX CONSEQUENCES, (IV) PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, LAWS, RULES, REGULATIONS, ORDERS AND REQUIREMENTS PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE OR DISPOSAL OF ANY TOXIC OR HAZARDOUS WASTE OR TOXIC, HAZARDOUS OR REGULATED SUBSTANCE AND FURTHER INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE AND COMPENSATION AND LIABILITY ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, THE CLEAN WATER ACT, THE SOLID WASTE DISPOSAL ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE OIL POLLUTION ACT, THE FEDERAL CLEAN AIR ACT, THE FEDERAL INSECTICIDE, FUNGICIDE AND RODENTICIDE ACT, AND ANY AND ALL STATE LAWS SIMILAR TO THE FOREGOING, EACH AS MAY BE AMENDED FROM TIME TO TIME, AND INCLUDING ANY AND ALL REGULATIONS, RULES OR POLICIES PROMULGATED THEREUNDER (HEREIN COLLECTIVELY CALLED THE “ENVIRONMENTAL LAWS”), (V) VALUATION, (VI) GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, (VII) THE USE, INCOME POTENTIAL, EXPENSES, OPERATION OR CHARACTERISTICS OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF SUITABILITY, HABITABILITY, MERCHANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC PURPOSE OR FOR A PARTICULAR PURPOSE, OR GOOD OR WORKMANLIKE CONSTRUCTION, (VIII) THE NATURE, MANNER, CONSTRUCTION, CONDITION, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE IMPROVEMENTS, ON THE SURFACE OR SUBSURFACE THEREOF WHETHER OR NOT OBVIOUS, VISIBLE OR APPARENT, (IX) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY, (X) THE SOIL CONDITIONS, DRAINAGE, FLOODING CHARACTERISTICS, UTILITIES OR OTHER CONDITIONS EXISTING IN, ON OR UNDER THE PROPERTY, AND (XI) THE PRESENCE OR EXISTENCE OF MOLD OR OTHER ORGANISMS, LEAD BASED PAINT OR WATER PENETRATION IN OR ABOUT THE IMPROVEMENTS (HEREIN COLLECTIVELY CALLED THE “DISCLAIMED MATTERS”). BUYER AGREES THAT, EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN PARAGRAPH 11(D) BELOW OR IN ANY CLOSING DOCUMENT, WITH RESPECT TO THE PROPERTY, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER. BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF) AND RELY UPON SAME AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMED MATTERS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INSPECTIONS AND INVESTIGATIONS. SUCH INSPECTIONS AND INVESTIGATIONS OF BUYER SHALL BE DEEMED TO INCLUDE AN ENVIRONMENTAL AUDIT OF THE PROPERTY, AN INSPECTION OF THE PHYSICAL COMPONENTS AND GENERAL CONDITION OF ALL PORTIONS OF THE PROPERTY, SUCH STATE OF FACTS AS AN ACCURATE SURVEY AND INSPECTION OF THE PROPERTY WOULD SHOW, PRESENT AND FUTURE ZONING AND LAND USE ORDINANCES, RESOLUTIONS AND REGULATIONS OF THE CITY, COUNTY AND STATE WHERE THE PROPERTY IS LOCATED AND THE VALUE AND MARKETABILITY OF THE PROPERTY. SELLER SHALL SELL AND CONVEY TO BUYER, AND BUYER SHALL ACCEPT, THE PROPERTY “AS IS”, “WHERE IS”, AND WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD PARTY. WITHOUT IN ANY WAY LIMITING ANY PROVISION OF THIS PARAGRAPH 11, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IT HEREBY WAIVES, RELEASES AND DISCHARGES ANY CLAIM IT HAS, MIGHT HAVE HAD OR MAY HAVE AGAINST SELLER WITH RESPECT TO: (i) THE DISCLAIMED MATTERS; (ii) THE CONDITION OF THE PROPERTY, EITHER PATENT OR LATENT; (iii) THE PAST, PRESENT OR FUTURE CONDITION OR COMPLIANCE OF THE PROPERTY WITH REGARD TO ANY ENVIRONMENTAL LAWS; AND (iv) ANY OTHER STATE OF FACTS THAT EXISTS WITH RESPECT TO THE PROPERTY. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, but subject to any express limitation of Seller’s liability set forth in this Agreement (including, without limitation, paragraphs 11(d), 12(b) and 14(b) and 19 hereof), Buyer does not release Seller from, and the provisions of this paragraph 11(a) and paragraph 11(b) below shall not extend to, (x) any damages, claims, liabilities or obligations arising out of or in connection with a breach of any covenant, representation or warranty of Seller expressly set forth in this Agreement or any Closing Document, (y) Seller’s fraud, or (z) any claims or actions Buyer may have against Seller that may arise from third party claims asserted against Buyer with respect to actions or occurrences arising prior to Closing to the extent such claims survive Closing. (b) Buyer, for itself and on behalf of each of the Related Parties, expressly waives the provisions of Section 1542 of the California Civil Code which provides: This release by Buyer shall constitute a complete defense to any claim, cause of action, defense, contract, liability, indebtedness or obligation released pursuant to this release. Nothing in this release shall be construed as (or shall be admissible in any legal action or proceeding as) an admission by Seller or any other released party that any defense, indebtedness, obligation, liability, claim or cause of action exists which is within the scope of those hereby released.

  • Representations and Warranties Disclaimer Each party represents and warrants to the other party that (a) it has and shall have full right and authority to enter into this Agreement and to grant the rights provided hereunder, (b) this Agreement shall be enforceable against it, and (c) the entry into and performance of this Agreement by it do not contravene other agreements, laws, or orders to which it is subject. CONVERCENT DOES NOT MAKE, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CONVERCENT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF PERFORMANCE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CONVERCENT DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTED.

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

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

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