Warranties. 11.1 Lonza warrants that: 11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws; 11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party; 11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery; 11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility; 11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement; 11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement; 11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and 11.2 Customer warrants that: 11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights; 11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and 11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 6 contracts
Samples: Development and Manufacturing Services Agreement (Vaxcyte, Inc.), Development and Manufacturing Services Agreement (Vaxcyte, Inc.), Development and Manufacturing Services Agreement (Vaxcyte, Inc.)
Warranties. 11.1 Lonza 4.1 The Service Provider warrants that:
11.1.1 (a) It is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to provide fully and satisfactorily, within the stipulated completion period, all the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement;
(c) In all circumstances it shall act in the “Act”). In best interests of IOM;
(d) No official of IOM or any third party has received from, will be offered by, or will receive from the event that during Service Provider any direct or indirect benefit arising from the term Agreement or award thereof;
(e) It has not misrepresented or concealed any material facts in the procurement of this Agreement;
(f) The Service Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded agreements by IOM;
(g) It has or shall take out relevant insurance coverage for the period the Services are provided under this Agreement;
(h) It shall abide by the highest ethical standards in the performance of this Agreement, Lonza which includes not engaging in any discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child;
(i) becomes debarredThe Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration in connection with this Agreement. The Service Provider shall not accept for its own benefit any trade commission, suspendeddiscount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations thereunder. The Service Provider shall ensure that any subcontractors, excludedas well as the personnel and agents of either of them, sanctionedsimilarly, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event shall not receive any such additional remuneration.
4.2 The Service Provider further warrants that it becomes debarredshall:
a) Take all appropriate measures to prohibit and prevent actual, suspended, excluded, sanctioned, attempted and threatened sexual exploitation and abuse (SEA) by its employees or otherwise declared ineligible under the Act, any other persons engaged and controlled by it shall promptly cease all to perform activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement ( “other personnel”). For the purpose of this Agreement, SEA shall pass free and clear of include:
1. Exchanging any security interestmoney, lien goods, services, preferential treatment, job opportunities or other encumbrance advantages for sexual favours or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions.
2. Engaging in favour sexual activity with a person under the age of Lonza; and
11.2 Customer warrants that:
11.2.1 as 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the date concerned employee or other personnel.
b) Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries.
c) Report timely to IOM any allegations or suspicions of this Agreement to SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the best of the Customer’s knowledge and belief, the Customer person who has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;committed SEA.
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or d) Ensure that the use by Lonza thereof SEA provisions are included in all subcontracts.
e) Adhere to above commitments at all times. Failure to comply with (a)-(d) shall constitute grounds for the provision immediate termination of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
4.3 The above warranties shall survive the expiration or termination of this Agreement.
Appears in 5 contracts
Samples: Service Agreement, Service Agreement, Service Agreement
Warranties. 11.1 Lonza 6.1 The Beneficiary warrants and represents to the PCC that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 6.1.1 it has the necessary corporate authorizations right, power and authority to enter into this Agreement and to perform its obligations under this Agreement;
11.1.6 Lonza 6.1.2 all information provided by the Beneficiary to the PCC is at the Commencement Date true and accurate and that it is not aware, having made all reasonable enquiries and to the best of its knowledge and belief, that any change will occur after the Commencement Date which will render that information untrue or misleading in any respect and that there has never been debarred under no material adverse change in the Generic Drug Enforcement Act business, assets, operation or prospects of 1992, 21 U.S.C. Sec. 335a the Beneficiary that will affect the Project (aor any Funded Service) or since the date any information was provided;
6.1.3 it shall comply with (band shall ensure that the Funded Services meet) the statutory duties to safeguard vulnerable adults and children;
6.1.4 it shall ensure that it has relevant organisational policies (including whistleblowing; safeguarding; diversity and equality; environmental; information security and data security protocols) (the “ActOrganisational Policies”). In ) in place to deliver the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Funded Services in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to accordance with this Agreement;
11.1.7 subject 6.1.5 it shall ensure the Organisational Policies are regularly reviewed and kept up to payment date by appropriately senior staff and confirmed by the Beneficiary’s board or trustee(s);
6.1.6 it shall ensure that all staff are aware of undisputed invoices, title the Organisational Policies and of how to raise any concerns with them;
6.1.7 it has undertaken all Product appropriate disclosure checks through the DBS and all New Customer has no reason to believe that any Relevant Staff are barred from providing the Regulated Activity in accordance with the provisions of the Safeguarding Vulnerable Groups Act 2006;
6.1.8 none of the information provided by the Beneficiary to the PCC infringes the Intellectual Property provided to Customer under this Agreement shall pass free and clear Rights of any security interest, lien or other encumbrance in favour of Lonzathird party; and
11.2 Customer warrants that6.1.9 any services (including Funded Services) included within the Project will be performed:
11.2.1 (a) by suitably qualified and competent personnel who shall exercise all due skill and care and all due diligence in the execution of those services;
(b) in accordance with Good Industry Practice;
(c) so as to conform with all applicable Law relating to those services and the Project.
6.2 The Beneficiary shall notify the PCC in writing as soon as it is reasonably able upon becoming aware of any breach of any warranty or representation set out in Clause 6.1. When notifying the PCC of a breach the Beneficiary shall use all reasonable endeavours to provide such documentation, information, details and assistance in respect of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or breach that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementPCC may reasonably request.
Appears in 4 contracts
Samples: Community Chest Funding Agreement, Community Chest Funding Agreement, Funding Agreement
Warranties. 11.1 Lonza 6.1 The Beneficiary warrants and represents to the PCC that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 6.1.1 it has the necessary corporate authorizations right, power and authority to enter into this Agreement and to perform its obligations under this Agreement;
11.1.6 Lonza 6.1.2 all information provided by the Beneficiary to the PCC is at the Commencement Date true and accurate and that it is not aware, having made all reasonable enquiries and to the best of its knowledge and belief, that any change will occur after the Commencement Date which will render that information untrue or misleading in any respect and that there has never been debarred under no material adverse change in the Generic Drug Enforcement Act business, assets, operation or prospects of 1992, 21 U.S.C. Sec. 335a the Beneficiary that will affect the Project (aor any Funded Service) or since the date any information was provided;
6.1.3 it shall comply with (band shall ensure that the Funded Services meet) the statutory duties to safeguard vulnerable adults and children;
6.1.4 it shall ensure that it has relevant organisational policies (including whistleblowing; safeguarding; diversity and equality; environmental; information security and data security protocols) (the “ActOrganisational Policies”). In ) in place to deliver the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Funded Services in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to accordance with this Agreement;
11.1.7 subject 6.1.5 it shall ensure the Organisational Policies are regularly reviewed and kept up to payment date by appropriately senior staff and confirmed by the Beneficiary’s board or trustee(s);
6.1.6 it shall ensure that all staff are aware of undisputed invoices, title the Organisational Policies and of how to raise any concerns with them;
6.1.7 it has undertaken all Product appropriate disclosure checks through the DBS and all New Customer has no reason to believe that any Relevant Staff are barred from providing the Regulated Activity in accordance with the provisions of the Safeguarding Vulnerable Groups Xxx 0000;
6.1.8 none of the information provided by the Beneficiary to the PCC infringes the Intellectual Property provided to Customer under this Agreement shall pass free and clear Rights of any security interest, lien or other encumbrance in favour of Lonzathird party; and
11.2 Customer warrants that6.1.9 any services (including Funded Services) included within the Project will be performed:
11.2.1 (a) by suitably qualified and competent personnel who shall exercise all due skill and care and all due diligence in the execution of those services;
(b) in accordance with Good Industry Practice;
(c) so as to conform with all applicable Law relating to those services and the Project.
6.2 The Beneficiary shall notify the PCC in writing as soon as it is reasonably able upon becoming aware of any breach of any warranty or representation set out in Clause 6.1. When notifying the PCC of a breach the Beneficiary shall use all reasonable endeavours to provide such documentation, information, details and assistance in respect of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or breach that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementPCC may reasonably request.
Appears in 4 contracts
Samples: Funding Agreement, Funding Agreement, Funding Agreement
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications 12.1. As at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permitsEffective Date, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during daily throughout the term of this Agreement, Lonza You warrant that:
12.1.1. You comply with (iand You have not and will not do anything that will cause Us not to comply with):
a) becomes debarredApplicable Law;
b) any applicable Payment Network Rules;
12.1.2. You are correctly organised, suspended, excluded, sanctioned, or otherwise declared ineligible validly existing and in good standing under the Act; Lonza agrees laws of the jurisdiction in which Your business is registered and are authorised to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible enter into and carry out Your responsibilities under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject 12.1.3. You are correctly qualified and licensed to payment of undisputed invoices, title do business in all states and countries in which You operate and You have the power to all Product and all New Customer Intellectual Property provided to Customer under carry on Your activities;
12.1.4. this Agreement shall pass free and clear of any security interest, lien does not breach Your constitutional or other encumbrance in favour of Lonza; governing documents (e.g. rules, partnership agreement, or trust deed) and
11.2 Customer warrants that:
11.2.1 as of the date of , all necessary action has been taken to authorise this Agreement to the best and any Statement of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rightsWork;
11.2.2 Customer will promptly notify Lonza in writing if it receives 12.1.5. the person(s) signing this Agreement, or is notified any Statement of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations Work, on Your behalf is/are duly authorised to enter into this Agreement, or Statement of Work, on Your behalf;
12.1.6. all information You provide or have provided to Us in connection with this Agreement, including in the Application Documents, is true, accurate, and complete;
12.1.7. there is no legal action or regulatory investigation pending or (to the best of Your knowledge) threatened against You that might have an effect on You or affect Your ability to carry out Your responsibilities under this Agreement; and
12.1.8. carrying out the terms of this Agreement will not cause You to breach any other enforceable agreement(s) to which You are party.
12.1.9. You conduct Your business in line with good business practice and in a fair and ethical manner.
12.2. We warrant that during the Warranty Period the Access Payment Product(s), when used in accordance with the Documentation, will operate in all material respects in accordance with the Documentation and the functionality will not be materially decreased during the Term. We will obtain and at all times during the Licence Term maintain all necessary licences and consents and comply with all applicable laws and regulations relating to the Access Payment Product(s). This warranty is further dependent on all Fees being paid up to date and You using current virus scanning software from time to time. This warranty does not cover minor errors that do not materially affect the functionality of the Access Payment Product(s) and, for the avoidance of doubt, We do not warrant that the operation of the Access Payment Product(s) will be uninterrupted or error free
Appears in 4 contracts
Samples: Framework Agreement, Framework Agreement, Access Payment Products Agreement
Warranties. 11.1 Lonza 10.1 Each Party warrants that it:
(a) is duly authorised to enter into and be bound by this Agreement and any Contract;
(b) has the authority to grant the licence rights provided to the other Party as set out in this Agreement and any Contract; and
(c) holds all licences, approvals and permits required by law to perform its obligations under this Agreement and any Contract.
10.2 The Supplier warrants that, to the best of the Supplier’s knowledge at the time that this Agreement is entered into, the Licensed Products do not infringe upon the Intellectual Property Rights of any Third Party.
10.3 In the event that the Client becomes aware of any allegation by a Third Party that the Licensed Products infringes upon a Third Party’s IPR, the Client shall promptly notify the Supplier in writing of the details of such allegation.
10.4 In the event that the Licensed Products are found to infringe upon the IPR of any Third Party, the Supplier shall, as soon as practicable, at its own election and expense:
11.1.1 (a) procure a licence for the Services shall Client to continue using the Licensed Products; or
(b) modify the Licensed Products to remove the part of the Licensed Products which are found to be performed in infringing; or
(c) replace the Licensed Product with equivalent functionality and performance.
10.5 Notwithstanding clause 10.4 above, the Supplier will have no liability to the Client for any Loss or Claim arising as a professional and workmanlike manner and in accordance with all Applicable Laws;result of:
11.1.2 Lonza will not knowingly include in (a) the Manufacturing Process any elements that Licensed Products being found to infringe any such intellectual or industrial property rights vested in upon the IPR of any Third Party;
11.1.3 except (b) the use of other than the latest unaltered version of the Licensed Products or the computer’s operating system on which the Licensed Products is designed to operate;
(c) any modification (whether by alteration, deletion, addition or otherwise) to the Licensed Products or any equipment on which the Licensed Products is installed, by persons other than the Supplier or its authorised representatives; or
(d) any integration or attempted integration or interoperation of the Licensed Products with any other software or equipment other than:
i. software or equipment supplied by the Supplier and expressly represented or designed to function in conjunction with and which integrates or interoperates with the Licensed Products; or
ii. the Application Package.
10.6 Sub-clauses 10.2 to 10.5 states the entire liability of the Supplier with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it infringement or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights alleged infringement of any Third Party; and
11.2.3 Customer has ’s rights of any kind by the necessary corporate authorizations to enter into this Agreementuse of the Licensed Products by the Client.
Appears in 3 contracts
Samples: Master Supply Agreement, Master Supply Agreement, Master Supply Agreement
Warranties. 11.1 Lonza Each Party hereby represents and warrants that:
11.1.1 to the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements other Party that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds has all necessary permitspower and authority to execute and deliver this Agreement, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform its obligations under this Agreement;
11.1.6 Lonza has never been debarred under , and to consummate the Generic Drug Enforcement Act of 1992transactions contemplated by this Agreement. Each Party further represents and warrants, 21 U.S.C. Sec. 335a and covenants, as applicable, to the other Party that (a) or (b) (the “Act”). In the event that during the term execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action applicable to such Party, and no other corporate action is necessary to authorize such Party’s execution and performance of this Agreement, Lonza and (b) it will at all times comply with all Laws which are applicable to it in its performance of its obligations and exercise of its rights under this Agreement. DWA and its Affiliates also represent and warrant that: (i) becomes debarredthe versions of the Software included in the Contributed DWA Technology constitute the same versions of such Software that DWA and its Affiliates use (i.e., suspendedhave deployed in their production environment) to create animated Feature Films for the United States and other territories as of the Effective Date, excluded, sanctioned, except to the extent that DWA modifies such Software with the Company’s approval or otherwise declared ineligible in order to operate in the Company’s environment pursuant to a Statement of Work under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, Consulting and Training Services Agreement or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free or the Onshore Technology License, (ii) as between DWA SKG, DWA LLC, and clear their respective Affiliates (but not as between, on the one hand, any of DWA SKG, DWA LLC or their respective Affiliates and, on the other hand, any security interestthird Person), lien DWA LLC owns or other encumbrance controls or otherwise has the right to license the applicable Intellectual Property Rights in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement and to the best DWA IP and otherwise grant the Licenses provided under this Agreement, subject to Third Person Rights as expressly set forth in Section 2.7, and (iii) neither DWA nor its Affiliates has, and none of them will, grant to any third Person or exercise themselves any of Company’s rights for an exclusive license to the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party English language Trademark ORIENTAL DREAMWORKS and the performance of “Panda in the Services shall not infringe Moon” logo Trademark in such other jurisdictions that may be added to the Territory pursuant to Section 1.95 hereof, including licensing the English language Trademark ORIENTAL DREAMWORKS and the “Panda in the Moon” logo Trademark to any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza third Persons in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementsuch jurisdiction.
Appears in 3 contracts
Samples: License Agreement, License Agreement (DreamWorks Animation SKG, Inc.), Transaction and Contribution Agreement (DreamWorks Animation SKG, Inc.)
Warranties. 11.1 Lonza Ticketmaster warrants that:
11.1.1 to User that it is the Services shall owner of the System end the Xxxx (or claims ownership rights to the Xxxx) and has the right to grant this license to User. Ticketmaster further warrants that the System to be performed installed in the Market Area will be substantially the same as, and will be capable of performing (if used with the same equipment and subject to limitations based on size and capacity) as, the basic system currently being operated by Ticketmaster and its licensees in San Francisco and Philadelphia. The System does not include certain custom enhancements such as direct line credit card authorization, disaster recovery, off-line archiving of accounts, nitrun, remote VAXNET software and the TM fraud program, all of which may be purchased separately. IN THE EVENT OF ANY BREACH OF THE WARRANTY CONTAINED IN THE PREVIOUS SENTENCE, TICKETMASTER’S SOLE RESPONSIBILITY SHALL BE TO USE ITS BEST EFFORTS TO CORRECT THE SYSTEM SO THAT IT PERFORMS IN ALL MATERIAL RESPECTS IN THE MANNER DESCRIBED ABOVE. THE WARRANTIES CONTAINED IN THIS PARAGRAPH 8 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. User hereby warrants to Ticketmaster that (i) it is a professional duly organized and workmanlike manner validly existing limited partnership under the laws of the State of Maryland; (ii) it has all necessary power and authority to execute and perform this Agreement in accordance with all Applicable Laws;
11.1.2 Lonza its terms; (iii) the execution and performance of this Agreement by it will not knowingly include in the Manufacturing Process breach, constitute a default under or violate any elements that infringe of User’s governing instruments or any such intellectual agreement to which it is a party or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall by which its assets may be performed bound; (iv) this Agreement is enforceable against User in accordance with cGMP its terms; and will meet the Specifications at the date (v) no approvals or consents of delivery;
11.1.4 it or its Affiliate holds all any third party (including any government agency) is necessary permits, approvals, consents in order for User to execute and licenses to enable it deliver this Agreement and to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementhereunder.
Appears in 3 contracts
Samples: License Agreement (Ticketmaster), License Agreement (Ticketmaster), License Agreement (Ticketmaster)
Warranties. 11.1 Lonza a. Seller’s Representations, Warranties and Covenants. Seller represents, warrants and covenants with Purchaser that:
11.1.1 i. Seller owns the Services Property, and is not precluded from entering into this Agreement or consummating the transactions described in this Agreement by the terms of any other contract, lease or agreement to which Seller is bound;
ii. The persons signing this Agreement on behalf of Seller have full power and authority to bind Seller;
iii. All necessary documents evidencing such power and authority shall be performed in provided to the Title Company and Purchaser at Closing;
iv. Seller will provide to Purchaser, at Closing, a professional and workmanlike manner and Foreign Investment Tax Certificate (“FIRPTA Certificate”) in accordance with all Applicable LawsSection 1445 of the Internal Revenue Code;
11.1.2 Lonza will not knowingly include v. Except as identified in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture Section 5d of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that Agreement during the term of this Agreement, Lonza (i) becomes debarredSeller shall not, suspendedwithout providing prior notice to Purchaser and having received the express written consent of Purchaser, excludedcommence any proceeding to change, sanctionedredefine, or otherwise declared ineligible modify any use, zoning, building, or code requirements applicable to the Property, or any portion thereof, or cause any additional title exceptions to be recorded against the Property which may not be removed by Seller prior to Closing;
vi. Except for the leases identified in Section 12 of this Agreement, there are no other agreements (written or oral) with respect to the Property, and all Property and personal property, general intangible property, and development documents have been delivered to the Purchaser and are true and correct in all material respects;
vii. To Seller’s knowledge, each of the development rights documents or agreements is in full force and effect, none of the parties thereto is in default of any of its obligations they are under, and no event has occurred that, without giving of notice or passage of time, or both, which constituted default they are under;
viii. Except for the leases identified in Section 12 of this Agreement and the possibility that relocation costs may be required to be paid, no Tenant or third party is entitled to free rent, abatement of rent, or other concession or allowance or work relative to the Property;
ix. To Seller’s knowledge, no Tenant or third party has made any claim under its lease or other agreement that Seller is in default thereunder, and that it is entitled to any refunds, credits, or services which it has not received or is not receiving, and no brokerage commission or other compensation is payable (or will, with the Act; Lonza passage of time or occurrence of any events or both, be payable) with respect to any lease;
x. Other than two current management agreements and the leases identified in Section 12, there are no service or maintenance contracts or management or leasing agreements (written or oral) relating to or affecting the Project;
xi. The Seller agrees to promptly notify Customerprovide Purchaser any documents described above coming into Seller’s possession or produced by Seller after the initial delivery above, and to continue to provide the same during the pendency of this agreement;
xii. Lonza also agrees No services, material, or work has been supplied to the Property in which payment has not been paid in full. Except as disclosed to Purchaser in Schedule “2” attached hereto, the Seller represents and warrants that Seller has no knowledge that there have ever been any Hazardous Materials used, handled, manufactured, generated, produced, stored, treated, processed, transferred, or disposed of at or on the Property, except in compliance with all applicable Environmental Laws;
xiii. Except as disclosed to Purchaser in Schedule “2” attached hereto, the event Seller represents and warrants that it becomes debarredhas received no notice that the Project is in violation of any Environmental Laws. No lien has been imposed on the Project by any federal, suspended, excluded, sanctionedstate, or otherwise declared ineligible under local government or quasi-governmental agency in connection with any violation with any Environmental Law, or the Actpresence of any Hazardous Materials on or off the Project;
xiv. Except as disclosed to Purchaser, in Schedule “2” attached hereto, the Seller represents and warrants that it shall promptly cease all activities is not aware of any pending or threaten litigation or proceedings before any administrative agencies in which any person or entity alleges the violation or threaten violation of any Environmental Law, or the presence, release, threat of release, or placement on or at the Project of any Hazardous Materials, or any facts that would give rise to any such action, nor has the Seller received notice that any governmental or quasi-governmental authority or any employee or agent thereof, has determined or requires an investigation to determine that there has been a violation of any Environmental Laws, at, on, or in connection with the Project or that there exists a presence, release, threat of release, or placement of any Hazardous Materials on or at the Project, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation, or disposal of any Hazardous Materials at the Project; nor has Seller received any request for inspection, request for information, notice, demand, administrative inquiry, or any formal or informal complaint or claim in respect to or connection in violation or threaten violation of any Environmental Laws or existence of Hazardous Materials relating to the Project or any facilities, operations, or activities conducted thereon or any business conducted in connection therewith.
xv. The representations and warranties of Seller set forth in this Agreement;
11.1.7 subject Agreement shall be true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. If the representations and warranties of Seller are not true and correct as of the Effective Date and as of the Closing Date, Purchaser shall not be obligated to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer perform under this Agreement and shall pass free receive a return of the Xxxxxxx Money. Seller, by having closed the sale of the Project, shall be deemed conclusively to have certified at Closing that all representations and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 warranties stated herein were true and correct on and as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementClosing Date.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Warranties. 11.1 Lonza 8.1 DataFix represents and warrants thatthe following which shall remain true and accurate until the expiration or effective termination of this Agreement:
11.1.1 the Services a) DataFix shall be performed in take all reasonable steps to ensure all computer and telecommunications hardware and software are operational 24 hours a professional and workmanlike manner and in accordance with all Applicable Lawsday, 7 days a week;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Partyb) DataFix has full right, power, and authority to enter into this Agreement and to perform its obligations under it;
11.1.3 except with respect c) DataFix is not under any obligation, contractual or otherwise, to request or obtain the consent of any development services person in order to enter into this Agreement and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of deliveryto perform DataFix’s obligations under it;
11.1.4 it or its Affiliate holds all necessary permitsd) DataFix is a corporation, approvalsduly organized, consents legally existing, in good standing and licenses to enable it to perform has not been dissolved under the Services at laws of the FacilityProvince of Ontario;
11.1.5 it e) DataFix has the necessary corporate authorizations power to enter into own its properties and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees assets and to promptly notify Customer. Lonza also agrees that in the event that carry on its business as it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product is now being conducted and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement;
f) DataFix is not a party to, or bound by any indenture, agreement (written or oral), instrument, license, permit or understanding or other obligation or restriction under the terms of which the execution, delivery or performance of this Agreement will constitute or result in a violation or breach or default.
8.2 Each Party additionally warrants to the other Party that it will comply with all applicable laws and regulations, including those related to privacy, that may apply to the activities contemplated herein or in association herewith.
8.3 EXCEPT AS SPECIFICALLY SET FORTH OR REFERENCED IN THIS AGREEMENT, THERE ARE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF EITHER PARTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER, INCLUDING ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
Appears in 3 contracts
Samples: Voter List Management Services Agreement, Voter List Management Services Agreement, Voter List Management Services Agreement
Warranties. 11.1 Lonza 7.1 Each Party represents and warrants to the other Party that:: (a) it has the full power and authority to enter into this Agreement and perform its obligations under this Agreement; and (b) the execution, delivery and performance of this Agreement by it does not violate, conflict with or constitute a default under any agreement or instrument to which it is a party or by which it is bound, or any applicable Law, regulation or order of any court or other tribunal, except where such violation, conflict or default would not materially impair such Party’s performance of its obligations or the other Party’s enjoyment of its rights under this Agreement.
11.1.1 7.2 Company further warrants to Customer that: (a) the Subscription Services shall be performed in a professional and workmanlike manner and will function substantially in accordance with all Applicable Laws;
11.1.2 Lonza the applicable Documentation; and (b) it will use a generally commercially available virus detection or scanning program to test the Subscription Services for the presence of viruses. In the event of any nonconformance with any of the warranties specified in this Section 7.2, Customer will promptly (and in no event later than thirty (30) days after the non-conforming services were provided) notify Company of such nonconformance and Company will, following receipt of such notice from Customer, use commercially reasonable efforts to make available to Customer a conforming version of the Subscription Service. If Company fails to do so within thirty (30) days, and such nonconformance has the effect of materially diminishing the functionality and value of the Subscription Services as a whole, then Customer shall have the right to terminate this Agreement upon notice and recover the subscription fees paid to Company, pursuant to Section 10.7(d); provided, however, that such termination shall not knowingly include be permitted if, within such thirty (30) day period, Company has provided Customer with reasonable assurances that such nonconformance will be remedied within a reasonable period of time. The foregoing sets forth the exclusive remedies of Customer, and the sole liability of Company, in the Manufacturing Process event of any elements that infringe nonconformance with any such intellectual of the warranties set forth in this Section 7.2 or industrial property rights vested in any Third Party;
11.1.3 except otherwise with respect to any development services and Engineering Batcheserrors, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien service interruptions or other encumbrance in favour of Lonza; andproblems with the Subscription Services.
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief7.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementNEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY IS PROVIDING THE SUBSCRIPTION SERVICES AND SUPPORT SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND COMPANY DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBSCRIPTION SERVICES AND SUPPORT SERVICES OR THEIR PERFORMANCE HEREUNDER, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, COMPANY DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL MEET CUSTOMER’S EXPECTATIONS OR BE SECURE, ACCURATE, ERROR-FREE, OR OPERATE ON AN UNINTERRUPTED BASIS OR IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE OR SYSTEM. WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR ANY PROBLEMS WITH THE SUBSCRIPTION SERVICES OR SUPPORT SERVICES ATTRIBUTABLE TO THE INTERNET, FORCE MAJEURE OR CUSTOMER’S OR ANY AUTHORIZED USER’S NETWORK OR ABILITY TO ACCESS THE INTERNET.
Appears in 3 contracts
Samples: Master Subscription Agreement, Master Subscription Agreement, Master Subscription Agreement
Warranties. 11.1 Lonza 8.1 The Seller hereby gives and makes to the Purchaser the warranties and representations set out below on the basis that:
8.1.1 the Seller acknowledges that this agreement is entered into by the Purchaser relying on each of such warranties and representations; and
8.1.2 the Purchaser will not be entitled to cancel this agreement as a consequence of the breach of any of such warranties or representations, unless the breach is a material one which goes to the root of this agreement and is incapable of being remedied by the payment of monetary compensation or otherwise, or if so capable of being remedied, the Seller fails so to remedy the breach within thirty (30) days of receipt of written notice calling upon it so to do.
8.2 If any dispute shall arise as to whether:
8.2.1 any breach is a material breach which goes to the root of the agreement; or
8.2.2 the breach is incapable of being remedied by the payment of monetary compensation or otherwise; or
8.2.3 if it is capable of being remedied by the payment of monetary compensation or otherwise, whether the Seller has failed to do so within the specified period, then such dispute shall be referred for determination, mutatis mutandis, in accordance with the provisions of 13 below.
8.3 The Seller warrants that:
11.1.1 8.3.1 it is the Services shall sole and beneficial owner of the business and is entitled to sell and pass ownership of the business and the sale assets to the Purchaser;
8.3.2 save as may be performed specifically set out herein, none of the sale assets are, or as at the closing date will be, subject to any lien, hypothec or encumbrance and the Seller is able to give free and unfettered title thereof to the Purchaser;
8.3.3 no person has, nor will any person on the effective date have, any option or right to acquire any of the sale assets or any other assets of the business other than in the ordinary and normal course of business;
8.3.4 the Seller is not in default of any material obligation affecting the business, whether under this agreement or under any legislation;
8.3.5 no person who has any claim in connection with the business, has instituted proceedings in a professional and workmanlike manner and division of the High Court and/or in accordance with all Applicable Lawsany Magistrate's Court having jurisdiction, nor is the Seller aware of any circumstances which may give rise thereto;
11.1.2 Lonza 8.3.6 all of the fixed assets comprising the business will not knowingly include be in good and proper working order;
8.3.7 all of the marks used in the Manufacturing Process business have been disclosed and sold to the Purchaser;
8.3.8 it has not sold or otherwise disposed of or encumbered any elements that infringe of the rights attaching to the name/s (nor purported nor agreed to do so) to any such intellectual person other than the Purchaser, nor has it granted any right, licence, option or industrial property rights vested privilege with respect thereto, nor encumbered the name/s in any Third Partyway;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement 8.3.9 to the best of the Customer’s Seller's knowledge and belief, the Customer has all use of the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property name/s does not infringe, nor will it infringe any rights of any Third Party third party;
8.3.10 no other person has the right to exploit the rights attaching to the name/s and to the best of the Seller's knowledge and belief, there is nothing which will preclude the Purchaser from exploiting such rights at any time;
8.3.11 no person save as contemplated in this agreement, has nor will on the effective date, have any right to participate in any of the revenues or profits generated pursuant to the exploitation of the name/s acquired in terms hereof;
8.3.12 to the best of the Seller's knowledge and belief, the use of the name/s by the Purchaser will be unimpeachable by any third party;
8.3.13 to the best of the Seller's knowledge and belief, there is no infringement or suspected infringement of the rights to the name/s;
8.3.14 between the effective date and the performance closing date, the Seller will not have done anything or do anything which could prejudice the rights to the name/s in any way whatsoever;
8.3.15 between the effective date and the closing date, the Seller will not bind the business to any agreement of any nature whatsoever, other than in the ordinary and regular course of business;
8.3.16 all amounts owing by the Seller in respect of VAT payable for transactions concluded by or on behalf of the Services shall not infringe business and all regional service council levies due for all periods up to the effective date will have been paid and the Seller hereby indemnifies the Purchaser against any Third Party Intellectual Property rightsliability arising in respect thereof;
11.2.2 Customer 8.3.17 to the best of the Seller's knowledge and belief, the Seller has disclosed to the Purchaser all material facts and circumstances which are or might be material to a purchaser of the business;
8.3.18 the tangible assets of the business are fully insured against all risks and such insurance will promptly notify Lonza not expire until a period being at least 30 (thirty) days after the closing date;
8.3.19 there are no liabilities of the Seller, actual or contingent or conditional, which are not disclosed in writing if it receives or is notified of a formal written claim from a Third Party the effective day accounts;
8.3.20 to the extent that Customer Information any pension and/or Customer Intellectual Property or that the use by Lonza thereof provident fund exists for the provision benefit of employees of the Services infringes business, such pension and/or provident fund is fully funded;
8.3.21 it will discharge the sale liabilities according to their tenor and hereby indemnifies and holds the Purchaser harmless against any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementclaims in respect thereof.
Appears in 3 contracts
Samples: Sale of Business Agreement, Sale of Business Agreement, Sale of Business Agreement
Warranties. 11.1 Lonza 8.1 The Customer warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 (a) it has the necessary corporate authorizations full capacity and authority to enter into and perform this AgreementAgreement and that this Agreement is executed by a duly authorised representative of the Customer;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (it has the “Act”). In authority to grant any rights to be granted to Ultima under this Agreement and it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to Ultima and any of its subcontractors, any materials reasonably necessary for the event that during the term fulfilment of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible all its obligations under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject (c) Ultima's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials supplied by the Customer (including any hardware or software supplied by the Customer to payment of undisputed invoicesUltima for such use) shall not cause Ultima to infringe the rights, title to all Product and all New Customer including any Intellectual Property provided to Customer under this Agreement shall pass free and clear Rights, of any security interest, lien or other encumbrance in favour of Lonzathird party; and
11.2 Customer (d) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by Ultima or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by Xxxxxx.
8.2 Ultima warrants that:
11.2.1 as of (a) it has the date of full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of Ultima;
(b) it owns or has obtained valid licences, consents, permissions and rights to the best enable Ultima to comply with this Agreement and to use any of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and Ultima shall not breach the provisions of any Third Party such necessary licences, consents, permissions and rights or cause the performance same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the Customer's use of any Ultima materials, including any materials supplied by Ultima to the Customer (but excluding any third-party materials), shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Customer’s use of the Services shall is at its own risk. Ultima does not infringe make, and hereby disclaims, any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives and all other express and/or implied warranties, statutory or is notified otherwise, including, but not limited to, warranties of merchantability, fitness for a formal written claim particular purpose and any warranties arising from a Third Party that Customer Information and/or Customer Intellectual Property course of dealing, usage, or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementtrade practice.
Appears in 3 contracts
Samples: Services Agreement, Services Agreement, Services Agreement
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Non-Clinical Batches (including the Technical Batches), the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 the manufacture of the Non-Clinical Batches (including the Technical Batches) shall be performed as required in the Project Plan;
11.1.5 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it 11.1.6 It has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 11.1.7 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 11.1.8 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 2 contracts
Samples: Development and Manufacturing Services Agreement (Vaxcyte, Inc.), Development and Manufacturing Services Agreement (SutroVax, Inc.)
Warranties. 11.1 Lonza 6.1 Cayman 4 warrants to Cayman 7 that:
11.1.1 6.1.1 as of the Services shall be performed date of this Agreement, Cayman 4 is the sole legal and beneficial holder of the Option Shares and the Warrants which are, save for the Holdco Pledges in a professional and workmanlike manner and in accordance with all Applicable Laws;respect of the Option Shares, free from Encumbrances; and
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications 6.1.2 as at the date of delivery;Completion Cayman 4 will be the sole legal and beneficial holder of the Option Shares and the Warrants which will, save for the Holdco Pledges in respect of the Option Shares, be free from Encumbrances.
11.1.4 it or its Affiliate holds all necessary permits6.2 CEDC warrants to Cayman 4, approvals, consents Cayman 5 and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 Lion Capital as of the date of this Agreement that this Agreement represents the entirety of the terms agreed by CEDC with regard to the best Coinvestor Acquisition (as defined in the Coinvestor Commitment Letter) and no other agreements or arrangements have been agreed or are in place between CEDC or any of its Affiliates and a Coinvestor (as defined in the term sheet attached to the Coinvestor Commitment Letter) in relation to the Coinvestor Acquisition, provided that the foregoing shall not be deemed to relate to any agreements or arrangements that have been agreed or are in place, or that may be agreed or be put in place, between CEDC or any of its Affiliates and one or more of the Customer’s knowledge and belief, the Customer has all the rights necessary Coinvestors or affiliates of Coinvestors in relation to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property services provided or other rights of any Third Party; andcommercial dealings.
11.2.3 Customer 6.3 Each Party warrants to the other Parties that:
6.3.1 it has the necessary power and authority required, and has obtained or satisfied all corporate authorizations approvals or other conditions necessary, to enter into this Agreement and each of the other agreements to be entered into by it pursuant to, or otherwise in connection with, this Agreement, and to perform fully its obligations under this Agreement and such other agreements in accordance with their respective terms;
6.3.2 the entry into, and the implementation of the transactions contemplated by, this Agreement and each of the other agreements to be entered into by the Parties pursuant to, or otherwise in connection with, this Agreement will not result in:
(a) a violation or breach of any provision of the memorandum and articles of association or equivalent constitutional documents of such Party;
(b) a breach of, or give rise to a default under, any contract or other instrument to which such Party is a party or by which it is bound;
(c) a violation or breach of any applicable laws or regulations or of any order, decree or judgment of any court, governmental agency or regulatory authority applicable to such Party or any of its assets; or
(d) a requirement for such Party to obtain any consent or approval of, or give any notice to or make any registration with, any governmental, regulatory or other authority which has not been obtained or made at the date of this Agreement on a basis which is both unconditional and cannot be revoked.
6.4 This Agreement and each of the other agreements to be entered into by the Parties pursuant to, or otherwise in connection with, this Agreement, constitute valid and legally binding obligations of the Parties enforceable in accordance with their respective terms.
Appears in 2 contracts
Samples: Coinvestor Option Agreement (Central European Distribution Corp), Coinvestor Option Agreement (Central European Distribution Corp)
Warranties. 11.1 Lonza 12.1 Each party warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner (a) it is duly incorporated, validly existing and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include good standing under the laws of the jurisdiction in the Manufacturing Process any elements which it is incorporated, and that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into full rights, power, legal capacity and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations authority to enter into this Agreement, and to carry out the terms hereof’
(b) this Agreement has been executed by its duly authorised representative and is a valid, legally binding and enforceable obligation of such party;
(c) it has the full rights, power, legal capacity and authority to enter into this Agreement, and to carry out the terms hereof. RC (UK)-Template_MSA (v.06.05.22)
12.2 Each party further warrants that materials created or furnished by such party, if any, under this Agreement, do not or will not infringe upon or otherwise violate the rights of any third party.
12.3 EXCEPT FOR THE FOREGOING WARRANTIES AND ANY OTHER WARRANTIES SET OUT IN THIS AGREEMENT, THE COMPANY AND THE CLIENT MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THE COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE WORK PRODUCT. THE CLIENT WILL NOT GIVE OR MAKE WARRANTIES OR REPRESENTATIONS ON BEHALF OF THE COMPANY AS TO QUALITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY OTHER FEATURES OF THE WORK PRODUCT.
Appears in 2 contracts
Samples: Hosting Agreement, Master Services Agreement
Warranties. 11.1 Lonza 5.1 Corixa, Xxxxxxx, Michigan and GSK warrant that: (i) they together have a sufficient ownership interest in THE XXXXXXXX PATENT FAMILY and THE XXXX PATENT FAMILY to grant the licenses set forth in paragraph 3.1 above (including, without limitation, such that no further license from any party claiming an interest in any portion of THE XXXXXXXX PATENT FAMILY or THE XXXX PATENT FAMILY will be required by Biogen Idec, or any assignee or sublicensee of Biogen Idec hereunder, under THE XXXXXXXX PATENT FAMILY or THE XXXX PATENT FAMILY in order to practice the license granted in paragraph 3.1); and (ii) they have the right to grant the licenses, with right to sublicense, described in such paragraph 3.1.
5.2 Biogen Idec warrants that:
11.1.1 : (i) it has a sufficient ownership interest in THE NEORX PATENT FAMILY to grant the Services shall be performed licenses set forth in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process paragraph 3.2 above (including, without limitation, such that no further license from any elements that infringe any such intellectual or industrial property rights vested party claiming an interest in any Third Party;
11.1.3 except with respect portion of THE NEORX PATENT FAMILY will be required for Corixa, Xxxxxxx and GSK, or any assignee or sublicensee of Corixa, Xxxxxxx or GSK hereunder, under THE NEORX PATENT FAMILY in order to any development services practice the license granted in paragraph 3.2); and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 (ii) it has the necessary corporate authorizations right to enter into and perform this Agreement;grant the licenses, with right to sublicense, described in such paragraph 3.2.
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 19925.3 The PARTIES hereby warrant to each other that they have not sold, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreementassigned, Lonza (i) becomes debarredtransferred, suspended, excluded, sanctioned, conveyed or otherwise declared ineligible under disposed of any claim or other right or interest inconsistent with this AGREEMENT.
5.4 Each PARTY shall indemnify and hold the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarredother PARTY(IES), suspendedits AFFILIATES and its and their SUBLICENSEES, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product harmless against any and all New Customer Intellectual Property provided claims, demands, actions, proceedings, liabilities, losses, damages, costs, and expenses, including, without limitation, reasonable expert witness and attorneys’ fees and costs arising from or related to Customer under this Agreement shall pass free and clear of any security interest, lien suit or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as claim by a THIRD PARTY which is based upon a breach of the date of this Agreement representations and warranties made by the representing PARTY in sections 5.1 to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement5.3 above.
Appears in 2 contracts
Samples: Sublicense Agreement (Spectrum Pharmaceuticals Inc), Sublicense Agreement (Spectrum Pharmaceuticals Inc)
Warranties. 11.1 Lonza 14.1 The Company warrants and undertakes to VGCS that:
11.1.1 14.1.1 it has full right and authority to enter into this Agreement and that its entry into this Agreement does not breach any third party’s rights or any other agreement to which it is a party; Templates/VGCS Templates/Master Reseller Terms and Conditions
14.1.2 it shall implement and comply with the Services Codes of Practice and any other reasonable policies provided by VGCS to the Company from time to time and which relate to:
14.1.2.1 Content standards (including anti-social, fraudulent, unlawful or otherwise inappropriate Content)
14.1.2.2 access or use of the Directory by Customers (including anti-social, fraudulent,unlawful or improper use); or
14.1.2.3 Vodafone Networks and/or any mobile device;
14.1.3 it shall be performed not act in a professional and workmanlike manner way which shall impair or put in jeopardy the operation of the Directory, the Vodafone Networks, any mobile device or any part of them;
14.1.4 it shall comply with all applicable laws and in accordance particular with all Applicable LawsData Protection Legislation and shall not reproduce, sell, publish or otherwise commercially exploit any information or data obtained by it under this Agreement;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 14.1.5 it has the necessary corporate authorizations licences, consents, permission or approvals to enter into operate, and perform to grant VGCS the rights to use the Content in accordance with the terms of this Agreement;
11.1.6 Lonza has never been debarred 14.1.6 it shall use reasonable skill and care in carrying out its obligations and exercising its rights under this Agreement;
14.1.7 it is tax resident in the Generic Drug Enforcement Act place indicated on the front page of 1992, 21 U.S.C. Secthis Agreement and shall be deemed to remain tax resident in that territory unless it notifies VGCS of a change of tax residency on 30 days prior written notice. 335a (a) or (b) (The Company shall immediately provide any documentation required by VGCS evidencing its tax residency in such territory.
14.2 The Company warrants and undertakes to VGCS that the “Act”). In the event that during Content shall throughout the term of this Agreement:
14.2.1 be of satisfactory quality and be kept fresh, Lonza updated and current (i) becomes debarredwith reference to the nature of the Content’s subject matter);
14.2.2 comply with the Guidelines;
14.2.3 not infringe any third Party’s rights (including Intellectual Property Rights);
14.2.4 will not be defamatory, suspendedobscene, excludedracist, sanctionedmaterially inaccurate, be so violent, sexual or abusive in nature as to be reasonably likely to cause serious offence to any material group of people, or otherwise declared ineligible be in breach of any applicable law, regulation or code of conduct or result in VGCS or any part of the Vodafone Group or Vodafone Group being in breach of any law;
14.2.5 will not result in VGCS or any part of the Vodafone Group being held to carry out any regulated activity for the purposes of the Financial Services and Markets Axx 0000, investment business under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees Financial Services Axx 0000, provide any consumer credit or credit brokerage under the Consumer Credit Axx 0000 or offer any gambling service, betting service or lottery;
14.2.6 will not offend taste or decency, or contain any Content that in promotes a Competitor or criticises VGCS or any other company within the event that it becomes debarred, suspended, excluded, sanctionedVodafone Group, or otherwise declared ineligible under brings VGCS or the ActVodafone Group into disrepute or damages the reputation or goodwill of VGCS, it shall promptly cease all activities relating to this Agreementor any other company in the Vodafone Group or any Vodafone Mxxx in any of the Territories;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien 14.2.7 will not contain grammatical or other encumbrance in favour of Lonzatypographical errors or be factually inaccurate; and
11.2 Customer 14.2.8 will not contain any computer viruses, logic bombs, trojan horses and/or any other items of software which would disrupt the proper operation of the Directory or any mobile device.
14.3 VGCS warrants and undertake that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge 14.3.1 it has full right and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations authority to enter into this Agreement; and
14.3.2 it shall comply with all applicable laws and in particular with Data Protection Legislation.
14.4 The Parties acknowledge that their respective obligations and liabilities are exhaustively defined in this Agreement and that to the extent permitted by law, the express obligations and warranties provided in this Agreement are in lieu of and to the exclusion of any warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or provided or services performed under or in connection with this Agreement including (without limitation) as to the condition, quality, performance, satisfactory quality or fitness for the purpose.
Appears in 2 contracts
Samples: Master Reseller Agreement (Glu Mobile Inc), Master Reseller Agreement (Glu Mobile Inc)
Warranties. 11.1 Lonza 10.1 The Supplier hereby warrants that:
11.1.1 10.1.1 any Products manufactured pursuant to this Agreement shall comply with all provisions as to quality set out in clause 9 hereof;
10.1.2 it will not be negligent in the manufacture of the Products or in the supply of Services;
10.1.3 the Products manufactured pursuant to this Agreement will:
10.1.3.1 be free from all defects obvious on visual inspection of the Product,
10.1.3.2 be fit for their purpose and satisfactory quality,
10.1.3.3 comply with all applicable statutes and regulations relating to the Products,
10.1.3.4 conform in all respects with the Specifications and the Technical Manual;
10.1.4 any Services supplied by the Supplier or its subcontractors or agents will be supplied:
10.1.4.1 by appropriately qualified and trained personnel, and
10.1.4.2 with reasonable care and diligence;
10.1.5 so far as the Supplier is aware the manufacture of the Products and the supply of the Services shall be performed in a professional and workmanlike manner and will not infringe any third party rights.
10.2 The Supplier further warrants that:
10.2.1 it will meet all Orders from the Buyer for the Product, and
10.2.2 it will supply the Products in accordance with all Applicable Laws;Clause 5.
11.1.2 Lonza 10.3 The Buyer warrants that any supply of APls provided by the Buyer to the Supplier in accordance with the terms of this Agreement shall comply with the API Specification.
10.4 Each of the Supplier and the Buyer warrants that:
10.4.1 it is duly incorporated and organised and is validly existing under the laws of its jurisdiction of incorporation and has the corporate power and authority to own its assets and to conduct its businesses and to perform its obligations hereunder,
10.4.2 the execution and delivery of this Agreement by it and the completion by it of the obligations contemplated herein, do not and will not knowingly include result in the Manufacturing Process breach of, or violate any elements that infringe any such intellectual term or industrial property rights vested in any Third Party;provision of, its articles or by-laws,
11.1.3 except with respect 10.4.3 it is not subject to any development services outstanding injunction, judgement or order of any governmental authority which would prevent or materially delay the transactions contemplated by this Agreement, there are no civil, criminal or administrative claims, actions, suits, demands, proceedings, hearings or investigations pending or, to the Supplier's knowledge, threatened at law, in equity or otherwise, in, before, or by, any governmental authority which (if successful) would prevent or materially delay the Supplier's compliance with the provisions of this Agreement,
10.4.4 no dissolution, winding up, bankruptcy, liquidation or similar proceeding has been commenced, or is pending or proposed, in respect of it,
10.4.5 the execution and Engineering Batchesdelivery of this Agreement and the completion of the obligations contemplated herein have been duly approved by appropriate persons within its organisation and this Agreement constitutes legal, valid and binding obligations of the Supplier enforceable against it in accordance with its terms, and
10.4.6 it or its Affiliates has taken or will take all action as may be required or necessary to obtain and maintain, comply and keep current any governmental licences, permits, approvals and/or registrations that are necessary for the Supplier and/or its Affiliates to manufacture of Product shall be and/or supply the Products and Services and to carry out and perform its obligations under this Agreement.
10.5 Without prejudice to any other remedy (and the Buyer's rights generally under this Agreement) if any Services are not supplied or performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under then the Act; Lonza agrees Buyer at its sole option shall be entitled to promptly notify Customer. Lonza also agrees that in require the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under Supplier at Supplier's cost within such reasonable time as is required by the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza Buyer in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the to supply replacement Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into conforming with this Agreement.
Appears in 2 contracts
Samples: Copacker Supply Agreement (Indivior PLC), Copacker Supply Agreement (Indivior PLC)
Warranties. 11.1 Lonza 8.1 The Company represents and warrants thatto CRT that to the best of its knowledge and belief:
11.1.1 8.1.1 it is not aware of any inventors of the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable LawsCompany Owned Patent Rights other than the inventors named therein;
11.1.2 Lonza will not knowingly include in 8.1.2 it is the Manufacturing Process legal and beneficial owner of the Company Intellectual Property free of any elements that infringe any such third party rights or encumbrances other than those of the Geron Royalty Agreement effective October 1, 2013, a copy of which has been provided to CRT; Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential Portions are marked: [***].
8.1.3 no claims of infringement of intellectual or industrial property rights vested in owned or controlled by any Third Party;
11.1.3 except third party have been made or threatened against the Company with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP Intellectual Property Rights licensed hereunder;
8.1.4 it has not and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to not enter into and perform any Agreement which prevents it fulfilling its obligations under this Agreement;
11.1.6 Lonza 8.1.5 it has never been debarred not done anything whereby the whole or any part of the rights licensed under the Generic Drug Enforcement Act Agreement might be invalidated or registration of 1992them refused;
8.1.6 the manufacture, 21 U.S.C. Sec. 335a (a) use and possession of the Investigational Medicinal Product by CRT or (b) (any person authorised by CRT, in each case in accordance with the “Act”). In the event that during the term terms of this Agreement, Lonza shall not infringe the rights (iincluding without limitation any Intellectual Property Rights) becomes debarredof any third party;
8.1.7 it is not aware of the existence of any fact or circumstance that may materially affect the successful development and commercialisation of the Product;
8.1.8 it has the full right, suspendedpower and authority, excluded, sanctioned, and has obtained all approvals or otherwise declared ineligible consents necessary to grant the rights under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible Third Party Licences as provided under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject 8.1.9 the Third Party Licences are the only third party licences held by the Company in respect of the manufacture, possession and use the IMP and the rights granted to payment CRT under this Agreement;
8.1.10 there are no outstanding breaches of undisputed invoicesthe Third Party Licences by the Company;
8.1.11 there are no acts or omissions on the part of the Company which would give one or more of its licensors the right to terminate a Third Party Licence, title either now or at a later date; and
8.1.12 it is entitled to all Product make the Company Materials and all New Customer Intellectual Property provided the Materials licensed under the Third Party Licences available to Customer under CRT for the purposes of this Agreement.
8.2 Nothing in this Agreement shall pass free be treated as imposing on CRT any liability to the Company in relation to the further development and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as commercial exploitation of the date of this Agreement to Investigational Medicinal Product or the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Company Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementProperty.
Appears in 2 contracts
Samples: Clinical Trial and Option Agreement (Asterias Biotherapeutics, Inc.), Clinical Trial and Option Agreement (Biotime Inc)
Warranties. 11.1 Lonza 8.1 The Vendor warrants that:
11.1.1 and undertakes to the Services shall be performed Purchaser that each of the Warranties is true and accurate in a professional all respects and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will is not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications misleading at the date of delivery;this Agreement.
11.1.4 it 8.2 The Warranties shall not in any respect be extinguished or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform affected by Completion.
8.3 The Vendor acknowledges that the Services at Purchaser has entered into this Agreement in reliance on representations in the Facility;
11.1.5 it has terms of the necessary corporate authorizations Warranties made by the Vendor with the intention of inducing the Purchaser to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of that accordingly the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer Purchaser has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use been induced by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations those representations to enter into this Agreement.
8.4 The Vendor undertakes to the Purchaser that, in the event of any claim being made against it for breach of the Warranties, it will not make any claim against the Companies or against any director, officer or employee of the Companies on which or on whom it may have relied before agreeing to any terms of this Agreement or authorising any statement in the Disclosure Letter. The Companies and any such director, officer or employee may enforce the terms of this Clause 8.4 in accordance with the Contracts (Rights of Third Parties) Axx 0000, provided that, as a condition thereto, any such third party shall:-
8.4.1 obtain the prior written consent of the Purchaser; and
8.4.2 not be entitled to assign its rights under this Clause 8.4.
8.5 The Warranties:-
8.5.1 save for the Warranty 3.2 (share and loan capital) of Schedule 3, are subject to those matters fairly disclosed in the Disclosure Letter;
8.5.2 subject as provided in the Disclosure Letter, are separate and independent and, unless expressly provided to the contrary, are not limited or restricted by reference to or inference from the terms of any other provision of this Agreement or any other Warranty; and
8.5.3 where qualified by the knowledge, information, belief or awareness of the Vendor, is deemed to include a statement that such knowledge, information, belief or awareness has been acquired after due and careful enquiries by the Vendor in respect of the relevant subject matter of such Warranties.
8.6 None of the Warranties nor any provision in the Tax Covenant shall be, or shall be deemed to be, qualified, modified or discharged by reason of any investigation or inquiry made by or on behalf of the Purchaser and no information relating to the Companies of which the Purchaser has knowledge (whether actual or constructive), other than (in the case of the Warranties) by reason of its being fairly disclosed in the Disclosure Letter in accordance with this Agreement, shall prejudice any claim which the Purchaser shall be entitled to bring or shall operate to reduce any amount recoverable by the Purchaser under this Agreement.
8.7 The provisions of Schedule 4 shall (where relevant) apply to limit the liability of the Vendor under the Warranties and the Tax Covenant provided that the provisions of Schedule 4 shall not apply in respect of any claim arising out of any fraudulent or wilful non-disclosure on the part of the Vendor.
8.8 Without prejudice to the rights of the Purchaser to claim damages on any basis available to it or to any other right or remedy available to it, in the event of a Substantiated Claim for breach of any of the Warranties, with the result that the value of any asset (other than the fixed assets listed in Schedule 8) of either of the Companies is or becomes less than it would have been in the absence of such breach or either of the Companies incurs or will incur any liability (actual or contingent) which it would not have incurred, or which exceeds the amount it would have incurred, in the absence of any breach of any of the Warranties, then the Vendor undertakes, on demand by the Purchaser, to pay in cash to the Purchaser or the relevant Company (as the Purchaser directs) by way of damages an amount equal to the diminution in the value of any such asset (other than the fixed assets listed in Schedule 8) and/or costs, expenses and other liabilities incurred by the Purchaser and/or such Company directly or indirectly as a result of any breach of Warranty. “Substantiated Claim” means a Warranty Claim which is admitted by the Vendor or proved in a court of competent jurisdiction.
Appears in 2 contracts
Samples: Share Purchase Agreement (Mobile Pet Systems Inc), Share Purchase Agreement (Mobile Pet Systems Inc)
Warranties. 11.1 Lonza The persons signing this Agreement on behalf of a Party expressly warrant their authority to do so.
11.2 The Service Provider warrants and represents that:
11.1.1 11.2.1 it holds absolute legal and beneficial title in and to the Services shall be performed in a professional Deliverables and workmanlike manner has the unfettered right to provide them and in accordance with all Applicable Lawsto pass unencumbered right and/or title to University;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 11.2.2 it has the necessary corporate authorizations skills, qualifications expertise, finance, Personnel, capacity, knowledge, experience, resources, equipment and infrastructure to enter into and perform this provide the Deliverables as required by the Agreement;
11.1.6 Lonza has never been debarred under 11.2.3 it is a member of all professional and other bodies as may be required by applicable legislation and/or relevant industry regulations pertaining to its business and that such membership is current and valid and will be maintained for the Generic Drug Enforcement Act duration of 1992the Agreement;
11.2.4 it holds, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of and will hold throughout this Agreement, Lonza (i) becomes debarredall licences, suspendedcertificates, excludedpermits, sanctionedconsents, or otherwise declared ineligible under the Act; Lonza agrees approvals and authorities required to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating perform its obligations pursuant to this Agreement;
11.1.7 subject 11.2.5 in fulfilling its obligations under this Agreement, it will not infringe the intellectual property rights of any third party;
11.2.6 ensure that the University has the full benefit of any OCM/OEM warranties that may attach to payment the Deliverables (i.e. the full flow through warranty including, but not limited to, any support and maintenance which may necessarily extend beyond the duration of undisputed invoicesthis Agreement); it has the requisite authority to make such an undertaking and warranty on behalf of the OCM/OEM; and the Service Provider agrees to pursue any OCM/OEM warranties on the University’s behalf if the University so requests;
11.2.7 it will comply with all applicable legislation in performing its obligations pursuant to this Agreement, title including but not limited to:
11.2.7.1 the Compensation for Occupational Injuries and Diseases Act 140 of 1993 (“COIDA”). The Service Provider will, upon request by the University, produce written proof of its registration and good standing with the Compensation Commissioner, as defined in the COIDA;
11.2.7.2 the Occupational Health and Safety Act 85 of 1993 (“OHSA”). The Service Provider will in terms of section 37(2) of the OHSA, be deemed to be an employer in its own right with duties prescribed in the OHSA and undertakes to procure that all Product work will be performed and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free equipment will be used in accordance with the provisions of the OHSA and clear any Regulations issued in terms of any security interest, lien the OHSA. It is recorded that the Service Provider’s Chief Executive Officer (or other encumbrance equivalent officer) accepts the duties and responsibilities set out in favour section 16 of Lonzathe OHSA;
11.2.7.3 the Basic Conditions of Employment Act 75 of 1997 (“BCEA”);
11.2.7.4 the Labour Relations Act 66 of 1995 (“LRA”);
11.2.7.5 the Data Protection Legislation; and
11.2 Customer warrants that:
11.2.1 as 11.2.7.6 all taxation legislation in respect of any taxes and levies which the government of the date Republic of South Africa or any other authority may from time to time impose or increase. Where applicable, unless the Service Provider can provide the University, on reasonable request by the University, with satisfactory proof that it is not an employee or personal service provider, as defined in the Fourth Schedule to the Income Tax Act 58 of 1962, the University may withhold employee’s tax from the remuneration payable by the University to the Service Provider in terms of this Agreement in accordance with the rates prescribed by the Income Tax Act at the entire risk and cost of the Service Provider. The Service Provider must immediately, and in any event, before accepting any payments from the University, notify the University of any change of fact or circumstance that affects or may affect the University’ liability to deduct employee’s tax from payments made in terms of the Income Tax Act. For these purposes “taxation” includes SITE and PAYE, VAT, all other forms of duties or taxation, taxation in respect of any assessment of taxation and any penalties or interest;
11.2.8 it has not committed an act of insolvency as contemplated in section 8 of the Insolvency Act 24 of 1936;
11.2.9 it has full power and authority to accept its appointment as set out in clause 1 and perform its obligations pursuant to this Agreement;
11.2.10 it is, and shall remain throughout the duration of the Agreement, the employer of all individuals who may work for the Service Provider in providing the Services, and the Service Provider shall be solely responsible for the remuneration, insurance and other obligations in respect of its Personnel. Witness: Witness:
11.3 A breach of any of the undertakings and/or warranties as set out in this Agreement will be deemed to be a material breach of the Agreement entitling the University to terminate the Agreement, subject to the best provisions of clause 23. A termination under this clause 11 will be without prejudice to any of the CustomerUniversity’s knowledge and beliefrights.
11.4 The warranties contained in this Agreement are in addition to any other express, implied and/or statutory warranties applicable to the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.Deliverables,
Appears in 2 contracts
Samples: Service Provider Agreement, Service Provider Agreement
Warranties. 11.1 Lonza 8.1 Each Seller severally warrants to the Buyer, in respect of itself only, that:
11.1.1 8.1.1 it/he is the Services shall be performed sole legal and beneficial owner of the Shares specified next to his name in a professional column 3 of the table set out in Part 1 of Schedule 1 (or is otherwise able to procure the transfer of the entire legal and workmanlike manner and beneficial interest in accordance with such Shares) free from all Applicable LawsEncumbrances;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it 8.1.2 it/he has the necessary corporate authorizations power and authority and has taken all necessary action to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred 8.1.3 if it is a Company Seller, that it is validly incorporated, in existence and duly registered under the Generic Drug Enforcement Act laws of 1992its country of incorporation;
8.1.4 this Agreement and the other Transaction Documents constitute (or shall constitute when executed) valid, 21 U.S.C. Sec. 335a (a) legal and binding obligations on it/him in the terms of the Agreement and such other Transaction Documents;
8.1.5 no consent, action, approval or (b) (authorisation of, and no registration, declaration, notification or filing with or to, any authority is required to be obtained, or made, by it/him to authorise the “Act”). In the event that during the term execution or performance of this AgreementAgreement by such persons;
8.1.6 the Consideration Shares to be issued to that Seller will be acquired for investment for his/its own account, Lonza not (isave as disclosed in relation to the Company Sellers) becomes debarredas nominee or agent, suspendedand not with a view to the resale or distribution thereof;
8.1.7 the Seller does not have any contract, excludedundertaking, sanctionedagreement or arrangement with any person to sell, transfer or otherwise declared ineligible grant participations to such person or to any third person, with respect to any of the Consideration Shares issued to it/him;
8.1.8 the Seller understands that the acquisition of the Consideration Shares involves substantial risk;
8.1.9 the Seller can bear the economic risk of its/his investment and has such knowledge and experience in financial or business matters that it/he is capable of evaluating the merits and risks of the investment in the Consideration Shares;
8.1.10 the Seller has had an opportunity to discuss the Guarantor’s business, management and financial affairs with the Guarantor and believes it/he has received all the information it/he considers necessary or appropriate for deciding whether to acquire the Consideration Shares;
8.1.11 the Seller understands that the Consideration Shares are characterized as “restricted securities” under the Securities Act, in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances; Lonza agrees and
8.1.12 the Seller is familiar with Rule 144 of the Securities and Exchange Commission and understands the resale limitations imposed thereby and by the Securities Act.
8.2 The Warrantors jointly and severally warrant to promptly notify Customer. Lonza also agrees that the Buyer (subject to Clause 8.3) in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;terms set out in Schedule 4.
11.1.7 8.3 The Warranties are subject to the provisions of Clause 9.
8.4 Each of the Warranties shall be interpreted as separate and independent so that the Buyer shall have a separate claim and right of action in respect of every breach of each Warranty.
8.5 Any payment of undisputed invoices, title made by the Sellers to all Product and all New Customer Intellectual Property provided the Buyer pursuant to Customer a claim under this Agreement (by set off against the Escrow Amount or amounts payable on the redemption or repayment of the Milestone Loan Stock) shall pass free be treated as a reduction of the Consideration.
8.6 The Sellers make no representation and clear give no warranty or undertaking to the Buyer save only as and to the extent expressly set out in this Agreement or other Transaction Document. The Buyer shall not have any remedy in respect of any security interest, lien misrepresentation or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as untrue statement made by the Sellers unless and to the extent that a claim lies for breach of the date of this Agreement warranties set out in Clause 8.1 or the Warranties. In particular, the Sellers disclaim all liability and responsibility for any representation, warranty, statement, opinion, or information made or communicated (orally or in writing) to the best Buyer (including, without limitation, any representation, warranty, statement, opinion, information or advice made or communicated to the Buyer by any officer, director, employee, agent, consultant or representative of the Customer’s knowledge and beliefCompany or otherwise made available by or on behalf of the Sellers).
8.7 Clause 8.6 shall not exclude any liability of the Sellers for fraudulent misrepresentation.
8.8 Save as a result of fraud or fraudulent misrepresentation by the Sellers, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance Buyer’s only remedy for breach of the Services Warranties or the Principal Warranties shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified be to claim for damages for breach of a formal written contract. Any claim from a Third Party that Customer Information and/or Customer Intellectual Property or that for damages pursuant to the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations Warranties shall be subject to enter into this AgreementClause 9 and Clause 19.
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Zogenix, Inc.), Sale and Purchase Agreement (Zogenix, Inc.)
Warranties. 11.1 Lonza 9.1 Each Seller severally (and not jointly and severally) warrants that:
11.1.1 in respect of itself only to the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in Purchasers that each of the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP Fundamental Warranties is now and will meet at Completion (by reference to the Specifications at facts and circumstances then existing) be true and accurate.
9.2 The maximum liability of each of the date Sellers in respect of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred any claim under the Generic Drug Enforcement Act Fundamental Warranties shall not exceed the aggregate amount of 1992the Consideration received by such Seller.
9.3 Each Seller severally (and not jointly and severally) warrants in respect of itself only to the Purchasers that, 21 U.S.C. Sec. 335a (a) or (b) (so far as such Seller is actually aware, each of the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product Business Warranties is true and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of accurate at the date of this Agreement to subject to:
(i) any matter Disclosed in the best of Disclosure Letter (or treated by the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third PartyDisclosure Letter as being Disclosed); and
11.2.3 Customer has (ii) the necessary corporate authorizations to enter into limitations and qualifications set out in Schedule 14 (Limitations of Liability). For the purposes of this Agreement, the actual awareness of a Seller shall consist only of those matters of which, Xxx Xxxxxxx (EVP, president and CEO Gullivers Travel Associates), Xxxxx Xxxxx (Travelport Treasurer), Xxxxx Xxxx (Chief Accounting Officer, Travelport), Xxx Xxxxxxx (Group Vice President, Tax) and Xxxxx Xxx (Group Vice President, Legal) is actually aware, as at the date of this Agreement, having made reasonable enquiries of, the Key Employees, Xxxxxxx Xxx (Group Vice President, Law) and Xxxx Xxxx (EVP, Chief Administrative Officer and General Counsel) but not any imputed or implied knowledge or awareness he or she may have had, had he/she made any enquiry of any other person in relation to the facts, matters or circumstances of any particular Warranty.
9.4 No letter, document or other communication (whether or not in writing) shall be deemed to constitute a Disclosure unless it is expressly incorporated into the Disclosure Letter.
9.5 Each of the Warranties shall be separate and independent and, save as expressly provided to the contrary in this Agreement, shall not be limited by reference to or inference from any other Warranty or anything in the Definitive Agreements.
9.6 Each of the Sellers and the Travelport Guarantor hereby irrevocably waive, and shall procure that each member of the Sellers’ Group shall irrevocably waive, any and all claims arising as a result of events prior to Completion against each Group Company and any of their respective officers, employees, workers and, in connection only with the sale of the Shares, the agents of the Purchasers’ Group (including, without limitation, the Group) and undertake (if any claim is made against the Sellers in connection with the sale of the Shares to the Purchasers) not to make any claim against or seek any contribution from any such person (and undertake that no other person claiming under or through them will make any such claim or seek any such contribution). The waiver set out in this clause 9.6 shall cease to apply in the case of fraud on the part of the beneficiary of such waiver.
9.7 The Purchasers, on behalf of themselves and each other member of the Purchasers’ Group, hereby, irrevocably waives any and all claims arising as a result of events prior to Completion against the officers, employees, workers and, in connection only with the sale of the Shares, the agents of the Sellers’ Group and undertakes (if any claim is made against the Sellers in connection with the sale of the Shares to the Purchasers) not to make any claim against or seek any contribution from any such person (and undertake that no other person claiming under or through them will make any such claim or seek any such contribution). The waiver set out in this clause 9.7 shall cease to apply in the case of fraud on the part of the beneficiary of such waiver.
9.8 The provisions of Schedule 17 shall apply.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Travelport LTD)
Warranties. 11.1 Lonza warrants that:16.1 The NFSP makes the representations and warranties in clauses 16.
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect 1.1 to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at 16.1.13 (inclusive) on the date of deliverythis Agreement:
16.1.1 that it is a recognised legal entity and that it has the power to own its assets and carry on its business as it is being conducted;
11.1.4 16.1.2 that the execution, delivery and performance of the obligations in this Agreement do not and will not contravene or conflict with the NFSP’s constitutional documents, any other agreement or any law or regulation;
16.1.3 that it or its Affiliate holds has taken all necessary permits, approvals, consents action and licenses obtained all required authorisations to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into execute, deliver and perform its obligations under this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event 16.1.4 that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property information provided to Customer under POL (in written or electronic format) in connection with this Agreement shall pass free and clear of any security interestis, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the CustomerNFSP’s knowledge and beliefbelief at the time of such provision, the Customer complete, true and accurate in all material respects;
16.1.5 that no Event of Clawback or potential Event of Clawback has occurred, is continuing or will occur when an Annual Grant Payment or Individual Grant is paid;
16.1.6 that it has all necessary resources and expertise to deliver each Approved Project (assuming due receipt of the rights necessary to permit Lonza to perform Individual Grant);
16.1.7 that it has not committed, nor shall it commit, any offence under the Services without infringing the Intellectual Property rights Bribery Act;
16.1.8 that it shall at all times comply with all relevant legislation and all applicable codes of practice and other similar codes or recommendations, and shall notify POL promptly of any Third Party and significant departure from such legislation, codes or recommendations;
16.1.9 that it shall comply with the performance requirements of the Services shall not infringe Health and Safety at Work etc. Act 1974 and any Third Party Intellectual Property rightsother acts, orders, regulations and codes of practice relating to health and safety, which may apply to the NFSP's Personnel and other persons working on an Approved Project;
11.2.2 Customer will promptly notify Lonza 16.1.10 that it has and shall keep in writing if place systems to deal with the prevention of fraud and/or administrative malfunction;
16.1.11 that it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes not subject to any Intellectual Property contractual or other rights restriction imposed by its own or any other organisation's rules or regulations or otherwise which may prevent or materially impede it from meeting its obligations in connection with the Annual Grant Payment and/or an Individual Grant;
16.1.12 that it is not aware of any Third Partyanything in its own affairs, which it has not disclosed to POL, which might reasonably have influenced the decision of POL to make the Annual Grant Payment and/or an Individual Grant on the terms contained in this Agreement; and
11.2.3 Customer 16.1.13 that since the date of its last accounts there has been no material change in its financial position or prospects.
16.2 The NFSP repeats the necessary corporate authorizations to enter into representations and warranties in this Agreementclause 16 on:
16.2.1 the date of submission of each drawdown request;
16.2.2 each Payment Date;
16.2.3 each Project Proposal Submission Date; and
16.2.4 each Award Date.
Appears in 2 contracts
Samples: Grant Framework Agreement, Grant Framework Agreement
Warranties. 11.1 Lonza 13.1. The Company warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or The Works will conform to the Statement of Work; and
(b) The Goods will be free from material defects at the time of installation and for the Warranty Period.
13.2. The Company will repair or make good any defects in its Workmanship arising within one year following completion of the Workmanship for which the defect is claimed (the “ActWorkmanship Guarantee”). In The Workmanship Guarantee is subject to the event that during following conditions:
(a) The Company is not liable to carry out any remedial work under the term Workmanship Guarantee unless we receive written notice from the Customer of the claim within seven days after discovery of the defect.
(b) The Workmanship Guarantee does not apply to the Goods (for which the Customer acknowledges clause 13.1(b) applies).
(c) The Company’s liability in respect of all claims arising from the Workmanship Guarantee will be limited to the labour value of the Workmanship.
(d) The Workmanship Guarantee does not cover any occurrence which would normally be covered by the Customer’s public liability insurance or any other form of insurance.
(e) The Workmanship Guarantee does not apply where alterations or repairs are made by the Customer or any third party to the Works without the knowledge and prior written consent of the Company (and without the Company first having the opportunity to remedy the same to its satisfaction).
(f) The benefit of the Workmanship Guarantee is not assignable by the Customer to any other person.
(g) The Workmanship Guarantee does not apply until the Works have been completed in full and the Customer has made all payments owing to the Company.
13.3. The Customer acknowledges that:
(a) no representations or warranties about the subject matter of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctionedagreement have been made by, or otherwise declared ineligible under on behalf of, the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of LonzaCompany; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, (b) the Customer has all not relied on any representations or warranties about the rights necessary subject matter of this agreement, except as expressly provided in this agreement.
13.4. The Company will not be liable to permit Lonza to perform the Services without infringing the Intellectual Property rights of Customer for any Third Party and the performance indirect, special, incidental, or consequential loss or damage, however caused.
13.5. The maximum liability of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza Company in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that relation to the use by Lonza thereof for the provision supply of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Works will not exceed the amount paid by the Customer has the necessary corporate authorizations to enter into this Agreementfor such Works.
Appears in 2 contracts
Samples: Confidentiality Agreement, Confidentiality Agreement
Warranties. 11.1 Lonza The Client warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations full capacity and authority to enter into and perform this Agreementthe Contract and that the Contract is executed by a duly authorised representative of the Client;
11.1.6 Lonza 11.1.2 it will provide from time to time on a timely basis all necessary information reasonably required by 4SIGHT or a Vendor for the provision of the Services, and that all such information will, to the best of the Client’s knowledge and belief having made reasonable enquiry, be accurate and complete;
11.1.3 it owns or has never been debarred obtained valid licences, consents, permissions and rights to use, and where necessary to licence to 4SIGHT, any materials reasonably necessary for the fulfilment of all its obligations under the Generic Drug Enforcement Act Contract, including any third-party licences and consents in respect of 1992the Client Equipment and any Third Party Materials;
11.1.4 it will comply with and use the Services in accordance with the terms of the Contract and all applicable laws, 21 U.S.C. Sec. 335a and will not do any act that will infringe the rights of any third party including the publishing or transmission of any materials contrary to applicable laws;
11.1.5 any material and/or communication received, transmitted, hosted or otherwise processed using the Services (aother than entirely unsolicited communications) will not be menacing, of a junk-mail or (b) (spam-like nature, illegal, obscene, threatening, defamatory, discriminatory, promote illegal or unlawful activity, be otherwise actionable or in violation of any Laws to which the “Act”). In use of the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctionedServices are subject, or otherwise declared ineligible under infringe the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear rights of any security interest, lien 4SIGHT or other encumbrance in favour of Lonzaits Vendors; and
11.1.6 4SIGHT's use in the provision of the Services or otherwise in connection with the Contract of any Third Party Materials licenced to the Client, including any hardware or software supplied by the Client to 4SIGHT for use in the provision of the Services or otherwise in connection with the Contract, will not cause 4SIGHT to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2 Customer 4SIGHT warrants that:
11.2.1 as it has the full capacity and authority to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of 4SIGHT; and
11.2.2 it owns or has obtained valid licences, consents, permissions and rights to enable 4SIGHT to comply with the Contract and to use any Intellectual Property Rights necessary for the fulfilment of its obligations under the Contract, including for the Client's use and receipt of the date Goods and the Services, and that the use by 4SIGHT of this Agreement such Intellectual Property Rights will not, to the best of the Customer’s knowledge and belief, belief of 4SIGHT (without making specific investigation in relation thereto) infringe the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third third parties and 4SIGHT will not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached.
11.3 Neither Party and shall, without the performance other Party’s prior written consent, actively initiate recruitment of any staff of the other Party directly involved in the provision and/or support of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that during the use by Lonza thereof for the provision currency of the Services infringes Contract and for a period of 12 months following termination.
11.4 Additional costs incurred or the inability of the Client to use any Intellectual Property or other rights Service pursuant to a breach of Clause 11.1, shall be the sole responsibility of the Client, including any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementand all associated Charges.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
Warranties. 11.1 Lonza Customer warrants to BMC that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and : (a) each Customer Application will perform materially in accordance with the User Guide; (b) Customer owns all Applicable Laws;
11.1.2 Lonza will right, title, and interest in and to Customer Data, including but not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect limited to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it Customer Data uploaded or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it entered into Customer Applications or Third Party Applications; (c) Customer has the necessary corporate authorizations rights to enter into use and perform access any Customer Applications and Third Party Applications deployed in a production or non-production environment of the Platform Services; (d) Customer has all rights in the Customer Data and Customer Applications necessary to grant the rights contemplated by this Agreement;
11.1.6 Lonza has never been debarred under ; (e) none of the Generic Drug Enforcement Act Customer Data or Customer Applications or Users’ use of 1992Customer Data or Customer Applications will violate the Agreement and the User Guide; (f) Customer’s security and functional tests of Customer Applications was conducted in a commercially reasonable manner and the results of said tests provided to BMC for review are correct and valid; and (g) none of the Third Party Applications or Users’ use of Third Party Applications will violate the Agreement or the User Guide. ATTACHMENT B CONSULTING SERVICES ATTACHMENT Except as otherwise provided herein, 21 U.S.C. Sec. 335a (a) or (b) the terms of the Cloud Services Master Agreement (the “ActBase Agreement”) are incorporated into this Consulting Services attachment (the “Attachment”). Together, this Attachment and the Base Agreement (as incorporated into this Attachment) are referred to as the “Agreement” for purposes of Customer’s purchase of Consulting Services, only if Consulting Services are set forth on an Order referencing the Base Agreement. For purposes of this Agreement, the term “Subscription Services” as defined in the Base Agreement shall be extended to include Consulting Services. In the event that during of a conflict between the term Base Agreement and the terms of this AgreementAttachment, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees terms of this Attachment will control for Customer’s purchase of Consulting Services only. The parties agree that the following Sections of the Base Agreement do not apply to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property Consulting Services provided to Customer under this Agreement shall pass free Attachment: Section 3.2 (Support), Section 4 (Fees and clear of any security interestPayment), lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge Section 6 (Limited Warranty) and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementSection 9 (Infringement Claims).
Appears in 2 contracts
Samples: Cloud Services Master Agreement, Cloud Services Master Agreement
Warranties. 11.1 Lonza warrants thatTrilogic Investments Limited and Other Guarantors hereby make the following representations, statements and warranties to the Purchaser:
11.1.1 8.1 To the Services shall be performed knowledge and belief of and after all reasonable consultations by Trilogic Investments Limited and/or Other Guarantors, Trilogic Investments Limited and/or Other Guarantors has not become aware, or has received materials or have the brief that any matter relating to representation, statement or warranty made by Trilogic Investments Limited and/or Other Guarantors to Purchaser herein is untrue, incomplete or inaccurate.
8.2 Other than the written disclosure made to Purchaser by Trilogic Investments Limited and/or Other Guarantors prior to the date of this Agreement and accepted by Purchaser in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except written forms, with respect to any development services the representations, statements and Engineering Batcheswarranties (including but not limited to the warranties listed in Annex 3 hereto) made by Trilogic Investments Limited and/or Other Guarantors to Purchaser herein, the manufacture of Product shall be performed in accordance with cGMP such representations, statements and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents warranties are true and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of accurate from the date of this Agreement to the best Closing Date. Trilogic Investments Limited and/or Other Guarantors hereby understand and confirm that Purchaser enters into this Agreement in reliance upon such representations, statements and warranties, and Purchaser may regard them as the terms and conditions of this Agreement. The same applies before or on the Closing.
8.3 The representations, statements and warranties listed in each paragraph in Annex 3 hereto shall be deemed as separate and independent, and reference to any paragraph of this Agreement or any annex shall not be restricted, unless it is otherwise expressly stipulated herein. Each warranty will not affect any other warranty (unless it is otherwise expressly stipulated herein), and the provision of any warranty will not limit the extent and application of any provision on the relevant warranty.
8.4 On the date of this Agreement, the Group Companies do not directly or indirectly use any trademark, trade name, enterprise name, domain name or website address of any third party, affiliate, subsidiary or any other entity, or apply for registration of any similar word or design.
8.5 Immediately before or after the Closing, Trilogic Investments Limited and/or Other Guarantors shall notify Purchaser of any circumstance they become aware of which violates such representation, warranty or undertaking or which has any material or substantial inconformity to such representation, warranty or undertaking.
8.6 Trilogic Investments Limited and/or Other Guarantors hereby agree that, after the completion of the Customerdue diligence investigation, Purchaser may make certain amendment to Annex 3 hereto according to the result of such due diligence investigation, including but not limited to the addition of certain appropriate warranties and undertakings.
8.7 If it is found that any representation, warranty or undertaking made by Trilogic Investments Limited and/or Other Guarantors is untrue, misleading or inaccurate, or has not been fully performed, or Purchaser becomes aware that any circumstance does not conform to any representation, warranty or undertaking on or before the Closing Date, then Purchaser is not bound to complete the purchase of shares and may terminate this Agreement without any liability. The right granted to Purchaser in this Article 8.7 is additional, and will not affect any other right of Purchaser (including the right of claim and indemnification arising from breach or nonperformance of Trilogic Investments Limited and/or Other Guarantors), and Purchaser’s knowledge failure in exercise of such right will not constitute a waiver.
8.8 Unless it is otherwise stipulated herein or Trilogic Investments Limited and/or Other Guarantors have made a written disclosure to Purchaser and beliefsuch written disclosure has been accepted by Purchaser in written forms, Trilogic Investments Limited and/or Other Guarantors hereby undertake that they will indemnify Purchaser against and hold Purchaser harmless from all losses and liabilities arising from violation of any representation, warranty and undertaking hereunder by Seller and/or Other Guarantors, including but not limited to depreciation of assets, any amount payable by Purchaser or the Customer has Group Companies, or any costs and expenses incurred from such violation; provided, however, such indemnity will not affect any right or remedy of Purchaser arising from violation of such representation, warranty and undertaking, and the said rights and remedies are reserved by Purchaser. Upon the demand of Purchaser, Trilogic Investments Limited and/or Other Guarantors shall fully indemnify Purchaser against and hold Purchaser harmless from all liabilities, damages, costs, claims, depreciation of net assets, additional liabilities and all reasonable expenses resulting from the circumstance mentioned above.
8.9 Unless it is otherwise specifically stipulated herein, all representations, statements and warranties made by Trilogic Investments Limited and/or Other Guarantors to Purchaser shall still be effective after the Closing. The rights necessary and remedies of Purchaser with respect to permit Lonza violation of any relevant representation, statement and warranty by Trilogic Investments Limited and/or Other Guarantors shall not be affected by the Closing, cancellation of the transaction hereunder by Purchaser, Purchaser’s failure or delay to exercise any right or remedy, or any other event or circumstance of whatever nature, unless Purchaser gives a waiver in written forms. Purchaser’s individual exercise or partial exercise of any right will not preclude its further exercise of such right or any other right.
8.10 Purchaser may take any action with respect to violation of or noncompliance with any representation, statement or warranty by Trilogic Investments Limited and/or Other Guarantors before, on or after the Closing Date, and the Closing shall not constitute Purchaser’s waiver of any right at any aspect. 8.11
8.11.1 Upon demand of Purchaser, Trilogic Investments Limited and Other Guarantors shall procure Shi Haiyan to perform the Services without infringing obligations regarding 12% Equity of Guangzhou Yingzheng under Article 3.1.14 to the Intellectual Property satisfaction of Purchaser.
8.11.2 Upon demand of Purchaser, Trilogic Investments Limited and Other Guarantors shall procure Shi Haiyan to promptly execute the documents listed in Article 3.1.15 and transfer all rights and obligations under the relevant Package Agreements to Xxxx Xxxxxxxx, in the substance and form to the satisfaction of Purchaser.
8.11.3 Upon demand of Purchaser, Trilogic Investments Limited and Other Guarantors shall procure Shi Haiyan to execute a Non-competition Commitment in the substance and form to the satisfaction of Purchaser, and procure Shi Haiyan not to operate any Third Party and business competing with the performance of business operated by the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementGroup Companies.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (China Mobile Games & Entertainment Group LTD)
Warranties. 11.1 Lonza 14.1 The Provider warrants to the Customer that:
11.1.1 (a) the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it Provider has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
11.1.6 Lonza (b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and
(c) the Provider has never been debarred or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
14.2 The Provider warrants to the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a Customer that it will use all reasonable commercial endeavours to ensure that:
(a) or the Platform and Hosted Services will conform in all respects with the Hosted Services Specification;
(b) the Hosted Services will be free from Hosted Services Defects;
(c) the “Act”). In application of Updates and Upgrades to the event Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services;
(d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(e) the Platform will incorporate security features reflecting the requirements of good industry practice.
14.3 The Provider warrants to the Customer that during the term of Hosted Services, when used by the Customer in accordance with this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing will not knowingly infringe the Intellectual Property rights Rights of any Third Party person in any jurisdiction and under any applicable law.
14.4 If the performance of the Services shall not infringe Provider reasonably determines, or any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or third party alleges, that the use of the Hosted Services by Lonza thereof the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the provision of Customer the right to use the Hosted Services infringes any Intellectual Property or other rights of any Third Party; andin accordance with this Agreement.
11.2.3 14.6 The Customer warrants to the Provider that it has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under the Agreement and that it will not breach any laws, statutes or regulations applicable to it under this Agreement.
14.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into the Agreement or any related contract.
Appears in 2 contracts
Samples: Terms and Services Agreement, Privacyengine Licence and Services Agreement
Warranties. 11.1 Lonza 14.1 The Provider warrants to the Customer that:
11.1.1 (a) the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it Provider has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
11.1.6 Lonza (b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and
(c) the Provider has never been debarred or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
14.2 The Provider warrants to the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a Customer that:
(a) or the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;
(b) the Hosted Services will be free from Hosted Services Defects;
(c) the “Act”). In application of Updates and Upgrades to the event Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services;
(d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(e) the Platform will incorporate security features reflecting the requirements of good industry practice.
14.3 The Provider warrants to the Customer that during the term of Hosted Services, when used by the Customer in accordance with this Agreement, Lonza (i) becomes debarredwill not breach any laws, suspendedstatutes or regulations applicable under English law.
14.4 The Provider warrants to the Customer that the Hosted Services, excluded, sanctioned, or otherwise declared ineligible under when used by the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Customer in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to accordance with this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing will not infringe the Intellectual Property rights Rights of any Third Party person in any jurisdiction and under any applicable law.
14.5 If the performance of the Services shall not infringe Provider reasonably determines, or any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or third party alleges, that the use of the Hosted Services by Lonza thereof the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the provision of Customer the right to use the Hosted Services infringes any Intellectual Property or other rights of any Third Party; andin accordance with this Agreement.
11.2.3 14.6 The Customer warrants to the Provider that it has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
14.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
Appears in 2 contracts
Samples: End User License Agreement (Eula), End User License Agreement (Eula)
Warranties. 11.1 Lonza Seller represents and warrants that:
11.1.1 that (a) the Deliverables will (i) conform with the specifications, drawings, descriptions and/or samples furnished or specified by Buyer, (ii) be free from defects in material, workmanship and design, (iii) be of good merchantable quality and fit and sufficient for the purposes intended, (iv) be free and clear of all liens, Claims (as defined below), security interests or other encumbrances, (v) be free of alleged or actual infringement or misappropriation of any third party's intellectual property and proprietary rights; and (vi) produced or provided in compliance with, and meet all requirements and standards of, all applicable foreign, federal, state, and local laws and regulations. As to Services, Seller warrants that (b) it possesses the requisite expertise, facilities and equipment necessary and appropriate to perform the Services, (c) the Services shall will be performed in a professional safe and workmanlike manner manner, and in accordance with all Applicable Laws;
11.1.2 Lonza (d) the Services will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP the highest standards in the industry. All warranties shall survive termination of these Terms as well as any inspection, testing, delivery, acceptance and will meet the Specifications at payment, or failure to inspect, test or discover any defect or other nonconformance. Any applicable statute of limitations runs from the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform Buyer's discovery of the Services at noncompliance of the Facility;
11.1.5 it has Deliverables with the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”)foregoing warranties. In addition to Buyer's entitlements from this warranty or statutory liability for defects, and other remedies available to Buyer in law or equity, Seller undertakes to pay to Buyer for each day of default a contractual penalty of 0.1 % of the event that during purchase price of the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that defective Deliverables in the event that it becomes debarredof default to comply with its obligations under warranty or statutory liability for defects (in addition to any possible discounts in the purchase price). NO ATTEMPT BY SELLER TO DISCLAIM, suspendedEXCLUDE, excludedLIMIT, sanctionedOR MODIFY ANY EXPRESS OR IMPLIED WARRANTIES OR SELLER'S LIABILITY FOR DIRECT, or otherwise declared ineligible under the ActINCIDENTAL, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementOR CONSEQUENTIAL DAMAGES SHALL BE OF ANY FORCE OR EFFECT.
Appears in 2 contracts
Samples: Purchase Order Agreement, Terms and Conditions of Purchase
Warranties. 11.1 Lonza Each of the parties represents and warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations full right, power and authority to enter into this Agreement and to perform this Agreement;
11.1.6 Lonza has never been debarred all of its respective obligations, that it is under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of no legal impediment which would prevent its entering into and performing fully its obligations under this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, is financially capable of performing such obligations and that no consent of any other person or otherwise declared ineligible entity is required to be obtained by such party to grant the licenses granted by it under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject . DOLE represents and warrants to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 the DAL Parties as of the date of this Agreement that: (i) the DAL Parties are entitled to use the trademarks licensed to them hereunder as expressly permitted in this Agreement; (ii) the DAL Parties’ exercise of their respective license rights under this Agreement, as permitted and contemplated by, and in accordance with the provisions of, this Agreement, shall not infringe in any material respect any third party intellectual property or other proprietary rights, except as disclosed in Exhibit J; (iii) DOLE has taken, or caused to be taken, and shall continue to take or cause to be taken (subject to Section 2.8), all steps reasonably required to maintain the registrations of any trademarks licensed to the best DAL Parties hereunder; (iv) Exhibit K lists all license agreements under which DOLE has granted a license to use any of the Customer’s knowledge Assigned Trademarks or Overlapping Trademarks and beliefthat are material to either the Asia Fresh Business or the Worldwide Packaged Food Business individually, or to the Customer has all Business as a whole (it being acknowledged that non-material agreements entered into by DOLE in the rights necessary ordinary course of business with producers, packers, suppliers, manufacturers, distributors, customers, advertisers, brokers, business partners and other third parties allowing such parties to permit Lonza to perform use the Services without infringing Assigned Trademarks or Overlapping Trademarks in connection with the Intellectual Property production, manufacture, distribution, sale, advertising and/or promotion of products of DOLE or any of its subsidiaries, are not listed in Exhibit K); and (v) excepting the licenses granted under the license agreements listed in Exhibit K, neither the rights of any Third Party and the performance of the Services shall not infringe third party licensees referred to in Recital F(8) above, nor any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza Rights, will, individually or in writing if it receives the aggregate, have a material adverse effect on Asia Fresh, Packaged Foods, or is notified the Business as a whole. For the avoidance of doubt, a showing of any negligence or intent on the part of DOLE shall not be required in order to establish an inaccuracy or breach of any of XXXX’x representations and warranties under this Section 9.3. Furthermore, a DAL Party’s awareness or possible awareness, or ITOCHU’s awareness or possible awareness, of any inaccuracy or breach of any of XXXX’x representations and warranties hereunder shall not have any effect on the force and effect of such representations and warranties, of XXXX’x related indemnification obligations or of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property DAL Party’s or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementITOCHU’s remedies relating thereto.
Appears in 2 contracts
Samples: Acquisition Agreement, Acquisition Agreement (Dole Food Co Inc)
Warranties. 11.1 Lonza warrants that13.1 The NIA Fellow warrants, undertakes and agrees that he or she:
11.1.1 13.1.1 has all necessary resources and expertise to deliver the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable LawsProject (assuming due receipt of the Bursary Payment);
11.1.2 Lonza will not knowingly include in 13.1.2 that the Manufacturing Process any elements that infringe any such intellectual bid made by him or industrial property rights vested in any Third Party;
11.1.3 except with respect her to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating UCLPartners leading to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product Agreement is true and accurate and achievable by him or her and all New Customer Intellectual Property provided financial and other information concerning the NIA Fellow which has been disclosed to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement UCLPartners is to the best of the Customer’s his or her knowledge and belief, the Customer true and accurate;
13.1.3 has not committed, nor shall it commit, any Prohibited Act;
13.1.4 shall comply with all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights relevant legislation and all applicable codes of practice and other similar codes or recommendations, and shall notify UCLPartners immediately of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rightssignificant departure from such legislation, codes or recommendations;
11.2.2 Customer will promptly notify Lonza in writing if it receives or 13.1.5 shall avoid any conflicts of interest;
13.1.6 is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes not subject to any Intellectual Property contractual or other rights restriction imposed on him or her which may prevent or materially impede him or her from meeting its obligations in connection with the Bursary Payment;
13.1.7 is not aware of any Third Party; and
11.2.3 Customer anything in his or her own affairs, which he or she has not disclosed to UCLPartners which might reasonably have influenced the necessary corporate authorizations decision of UCLPartners to enter into make the Bursary Payment on the terms contained in this Agreement.
13.2 The Bursary Recipient warrants, undertakes and agrees that:
13.2.1 it has all necessary resources and expertise to meet its obligations under this Agreement (assuming due receipt of the Bursary Payment);
13.2.2 it has not committed, nor shall it commit, any Prohibited Act;
13.2.3 it shall at all times comply with all relevant legislation;
13.2.4 all financial and other information concerning the Bursary Recipient which has been disclosed to UCLPartners is to the best of its knowledge and belief, true and accurate;
13.2.5 it is not aware of anything in its own affairs, which it has not disclosed to UCLPartners which might reasonably have influenced the decision of UCLPartners to make the Bursary Payment on the terms contained in this Agreement.
Appears in 2 contracts
Samples: Nia Fellowship Agreement, NHS Innovation Accelerator Programme Agreement
Warranties. 11.1 Lonza Vendor represents and warrants that:
11.1.1 that the Products or Services (i) will be free from defects in design, material, workmanship and manufacture; (ii) will conform to any applicable documentation; (iii) will be suitable for the purposes for which they are intended; and (iv) will be new and unused and not refurbished, unless otherwise expressly agreed to by Square in writing. The foregoing warranties are in addition to all other warranties, whether express or implied, and will survive delivery, inspection, acceptance, or payment by Square. Vendor further represents and warrants that (i) it has all necessary rights of title to the Products and/or Services and has transferred all such rights and title to Square upon Square's acceptance, (ii) the Products or Services will be of professional quality and/or performed consistently with generally accepted industry standards; (iii) Vendor's performance under this POTC will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Vendor is bound; (iv) Vendor will comply with all applicable laws and regulations; and (v) any software delivered as part of the Products or Services will be free from any virus, malicious device, worm, Trojan, time bomb or other harmful or destructive code. Vendor hereby agrees to comply with Square’s Code of Business Conduct and Ethics, as may be amended from time to time, publicly available at: xxxxx://x00.x0xxx.xxx/628966176/files/doc_governance/2022/Square-Supplier-Code-of-Conduct.pdf. This policy shall be performed applied and interpreted in a professional manner consistent with applicable law, and workmanlike manner the behavioral standards set forth in this policy shall apply to these individuals in all substantive respects, and any references to “employment” (or similar terms) should be understood to mean "performance of Services.” Nothing in accordance this policy is intended to create or does create an employment relationship between Square and any Personnel. CONFIDENTIALITY: Vendor will use Confidential Information solely for the purposes of providing the Services, where “Confidential Information” means all information and material of Square, including but not limited to Square Property, to which Vendor has access in connection with all Applicable Laws;
11.1.2 Lonza will providing the Services, including the Deliverables. Confidential Information does not knowingly include in the Manufacturing Process any elements information that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) was known to Vendor without restriction before receipt, as demonstrated by files in existence before receipt, of that information from Square or otherwise in connection with this Agreement; (b) is publicly available through no fault of Vendor; (the “Act”). In the event that during the term of this Agreement, Lonza (ic) becomes debarredknown to Vendor, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or from a source other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date than Square without breach of this Agreement and without violation of Square’s rights; or (d) is independently developed by Vendor without any use of Confidential Information, as demonstrated by files in existence at the time Vendor independently developed that information. Vendor will not disclose or make Confidential Information available to the best of the Customerany third party, except as specifically authorized by Square in writing. Vendor may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to Square. Upon Square’s knowledge and beliefwritten request, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer Vendor will promptly notify Lonza return all Confidential Information and copies, or certify in writing if that it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementdestroyed all such materials.
Appears in 2 contracts
Samples: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions
Warranties. 11.1 Lonza 8.1 PNZ warrants thatthat the Permaconn System and Permaconn Unit supplied are free of defects in materials and workmanship for a period of 24 months from the Commencement Date. PNZ shall be relieved of all obligations in terms of this clause 8.1, if:
11.1.1 8.1.1 repairs or modifications to the Services shall be performed in a professional Permaconn System and workmanlike manner and Permaconn Unit have been made by persons other than PNZ, unless such repairs or modifications are made with the prior written consent of PNZ;
8.1.2 the Permaconn System or Permaconn Unit has not been operated or maintained in accordance with PNZ’s instruction, or under normal use; or the Permaconn System or Permaconn Unit were not properly installed.
8.1.3 incorrect adjustments by the Customer or others have been made to
8.1.4 consumable items of all Applicable Lawskinds have failed (where consumable items are items with a finite life such as batteries, communication chips);
11.1.2 Lonza will not knowingly include 8.1.5 defects in the Manufacturing Process Permaconn System or Permaconn Unit have been caused by or contributed to by work carried out by any elements that infringe telecommunications agency or other party; or
8.1.6 the Customer is not in compliance with its obligations under this agreement.
8.2 Except as expressly provided in this agreement and except for any such intellectual Non-Excludable Condition, PNZ makes no warranty or industrial property rights vested in any Third Party;
11.1.3 except representation, either express or implied, with respect to the Permaconn System and Permaconn Unit or any development other goods or services and Engineering Batchesit supplies under this agreement, the manufacture Where legislation implies into this agreement a Non Excludable Condition, PNZ’s liability for breach of Product shall be performed such Non Excludable Condition is limited in accordance with cGMP and will meet the Specifications at provisions of clause 8.3.
8.3 Neither party shall be liable to the date other for loss of delivery;
11.1.4 it profit, income or its Affiliate holds all necessary permitssaving or for any indirect, approvalsconsequential or special damages regardless of whether the liability is based on a claim for negligence, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act indemnity, breach of 1992contract, 21 U.S.C. Sec. 335a (a) tort, misrepresentation or (b) (the “Act”)any other basis. In no event shall PNZ’s liability under this agreement or any transaction contemplated by this agreement exceed the event that during total amount paid to PNZ by the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free agreement during the previous six months. The Customer hereby irrevocably and clear of any security interestunconditionally releases PNZ from all obligations, lien liability, claims or other encumbrance demands in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as excess of the date of limitation. Nothing in this Agreement clause 8.3 is intended to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of limit or exclude liability under or arising from any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementNon-Excludable Condition.
Appears in 2 contracts
Warranties. 11.1 Lonza Subject to the limitations of this section and Section 10 hereof and subject to such limitations as are expressly provided elsewhere in this Agreement, IT&S represents and warrants that:
11.1.1 (a) The Services provided by it hereunder shall be performed, in all material respects, in a professional, timely and workmanlike manner and shall be as described in this Agreement, the Documentation and the Schedules hereto. Without limitation of the foregoing, the Services shall be of a quality and timeliness at least equal to (i) comparable services provided by IT&S to HCA Entities and/or its other customers during the Term of this Agreement and (ii) comparable services previously provided by IT&S under the Previous Agreements except to the extent that changes are made during the Term pursuant to Section 3 or other provisions of this Agreement that adversely affect the quality and timeliness of the Services.
(b) IT&S has the legal right to license or sublicense to Customer the Software and to perform the Services. IT&S makes no warranties of any kind in connection with the services provided by any telephone company. IT&S makes no warranties of any kind with respect to the Equipment. Customer must look solely to the manufacturer of such Equipment for any warranties relating thereto.
(c) IT&S owns all right, title and interest in and to the Software, Documentation and other proprietary material provided under this Agreement, or otherwise has the right to grant to Customer the license to use same as set forth in this Agreement without violating, misappropriating or infringing upon any rights of any third party and without breach of any third-party license to IT&S.
(d) In the event of any actual or threatened suit by any third party based on an alleged violation, infringement, misappropriation or breach by IT&S of the rights of any third party, IT&S shall use all commercially reasonable efforts to ensure that Customer may continue use of the Software and the Documentation in accordance with this Agreement.
(e) The Software shall perform in accordance with the Documentation; provided, however, if a Customer makes an unauthorized modification to the Software, then this warranty shall not apply to the extent that the problem was caused by the unauthorized modification.
(f) Each of IT&S’s employees, agents or representatives assigned to perform services hereunder shall have the proper skill, training and background so as to be able to perform in a competent and professional manner and all work will be so performed in a professional manner compatible with Customer’s business operations at its premises.
(g) The Software provided under this Agreement, at the time it is supplied and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in throughout the Manufacturing Process Term hereof, be completely free of any elements virus, rouge program, time bomb, turn off instruction, or any other device however characterized that infringe is potentially damaging to the Software, materials provided, other programs, data, computer hardware, computer software, telecommunications equipment or any such intellectual other material or industrial property rights vested device in any Third Party;
11.1.3 except with respect to any development services and Engineering Batchesmanner whatsoever (collectively, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “ActMalicious Code”). In Throughout the event that during the term Term of this Agreement, Lonza IT&S shall use commercially reasonable efforts to check the Software for Malicious Code and take appropriate action to prevent the propagation of Malicious Code in connection with the Services.
(h) Customer is not an alpha or a beta site for the Software and will not be for any new services unless the prior written consent of Customer’s Chief Information Officer or Chief Executive Officer is obtained. Notwithstanding the foregoing, Customer acknowledges and hereby grants consent for one or more of the Facilities to be an alpha or beta site for the installation of the MCV upon mutual agreement of the Parties as to the selection and timing of such installation.
(i) becomes debarred, suspended, excluded, sanctioned, The average service levels (as measured by the SLOs or otherwise declared ineligible under SLAs then in effect) with respect to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Services provided in any calendar quarter during the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment Term of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement (including the Wind-Down Period) shall pass free not be less than the service levels for the comparable SLOs or SLAs and clear services rendered to any HCA Entity that receives services from IT&S during the same calendar quarter.
(j) The Documentation accurately reflects the functionality of any the Services and the security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 policies and procedures as of the date Effective Time and shall be promptly updated by IT&S during the Term of this Agreement to reflect any changes in the best Services. The Documentation shall be complete and of a quality which shall enable a trained user to utilize the Services as contemplated by this Agreement. IT&S shall make the Documentation available on the Atlas System to the same extent that it is made available to HCA Entities and other customers of IT&S. IT&S shall give Customer advance notice of any material changes in the Documentation with respect to new releases and any material changes in the security policies and procedures included therein. Changes in Documentation shall not adversely affect the scope of the Customer’s knowledge warranty set forth in Section 9(a) above except for changes in Documentation that are made to reflect changes made in the Software pursuant to Section 3 above.
(k) The Services include data backup, disaster recovery and belief, other functionality sufficient to enable Customer to satisfy the Customer has all the rights necessary HIPAA Rules with respect to permit Lonza privacy and security.
(l) Prior to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance expiration of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof license for the provision of the Services infringes any Intellectual Property Software, IT&S shall use commercially reasonable efforts to either renew or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to extend said license or enter into this Agreementa license for functionally comparable alternative software.
Appears in 2 contracts
Samples: Computer and Data Processing Services Agreement (Lawton Surgery Investment Company, LLC), Computer and Data Processing Services Agreement (NPMC Holdings, LLC)
Warranties. 11.1 Lonza 9.1 PII represents, warrants that:
11.1.1 and covenants to Customer that it will perform all of its obligations under this Agreement in accordance with all Laws, this Agreement and the Services Requirements. Without limiting the generality of the foregoing, PII warrants and covenants that (a) each Project shall be performed in a professional conformity with the Laws and workmanlike manner the Requirements, and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be manufactured in compliance with cGMPs; (b) to PII’s actual knowledge, the performance of the Projects (including manufacture of Product) will not infringe or misappropriate any intellectual property right of any third party, except to the extent such Projects are performed in accordance with cGMP and will meet the Specifications at Service Contract or other written instructions given by Customer; (c) each shipment or other delivery of Product made by it under this Agreement, as of the date of such shipment or delivery;
11.1.4 , shall conform to the Specifications, shall be free and clear of any lien or encumbrance, and shall not be adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act (“Act”), nor an article which may not, under the provisions of Section 505 of the Act, be introduced into interstate commerce; and (d) it has and will maintain during the term of this Agreement, all government permits (including without limitation health, safety, and environmental permits), licenses, and registrations required by Regulatory Authorities, that are necessary for the conduct of the actions and procedures that it undertakes pursuant to this Agreement. Further, PII represents, warrants and covenants to Customer that PII has not been debarred and shall not employ, contract with or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it retain any person directly or indirectly to perform the Services at the Facility;
11.1.5 it work under this Agreement if such person has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred or is, to its knowledge, under investigation for debarment under the provisions of the Generic Drug Enforcement Act of 1992, including without limitation, 21 U.S.C. SecSection 335a. 335a (a) or (b) (the “Act”). In the event that If at any time during the term of this Agreement, Lonza Agreement PII (i) becomes debarred, suspendedor (ii) receives notice of action or threat of action with respect to its debarment, excludedPII shall notify Customer immediately. In the event that PII or any such person becomes debarred as set forth above, sanctionedPII shall immediately notify Customer and Customer shall have the right to terminate this Agreement immediately.
9.2 Customer represents, warrants and covenants to PII that, except to the extent that any of the following are the obligations of PII: (a) Customer shall comply with applicable Laws and Customer shall keep PII fully informed of any development relating to API or otherwise declared ineligible under Product that would affect PII’s performance of any Project with respect to the ActProduct hereunder; Lonza agrees to promptly notify Customer. Lonza also agrees that (b) in the event Customer ships Product outside of the United States, Customer shall comply fully with all export administration and control laws and regulations of the United States government as may he applicable thereto; (c) any API furnished by Customer shall meet the applicable specifications provided by Customer, and shall before use in the further processing of the Product and, to the extent of-Customer’s knowledge, shall not contain any viruses or other deleterious substances which could contaminate the processing operations of PII; and (d) Customer will provide PII with data on the chemical and physical properties, toxicity, and handling, storing, and shipping information for any Customer Materials (including API) and the Product (MSDS or equivalent) and any other information available to Customer that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under is necessary for the Act, it sale conduct of the manufacturing of the Product by PII and shall promptly cease update all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property such information provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 PII as of the date of this Agreement such information becomes available to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 2 contracts
Samples: Master Services Agreement (Horizon Pharma, Inc.), Master Services Agreement (Horizon Pharma, Inc.)
Warranties. 11.1 Lonza 8.1 Each party hereto warrants and represents to the other party that this Agreement has been duly authorized, executed and delivered and that the performance of its respective obligations hereunder does not conflict with any order, law, rule or regulation or any agreement or understanding by which such party is bound.
8.2 Manufacturer warrants and represents that:
11.1.1 the Services 8.2.1 Each shipment of Products shall be performed in a professional manufactured, packaged, stored prior to shipment, and workmanlike manner and otherwise prepared for shipment in accordance with all Applicable Lawsthe specific formulas, formulation procedures and specifications therefor or as otherwise agreed to by Purchaser and Manufacturer in writing;
11.1.2 Lonza will not knowingly include in 8.2.2 It shall assume full liability and responsibility for compliance with federal, state, municipal and local laws, ordinances and regulations governing the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Partymanufacture and manufacturing record keeping of all Products manufactured by it for Purchaser;
11.1.3 except with respect to any development services 8.2.3 It shall, during the term of this Agreement and Engineering Batchesfor a period of three (3) years thereafter, the manufacture maintain an insurance policy in an amount of Product not less than $2,000,000, which policy shall (i) be performed issued by a reputable, financially stable, unaffiliated third party insurance company, (ii) name Purchaser, as an additional insured thereunder in accordance with cGMP its Broad Form Vendor Endorsement for Product Liability attached as Exhibit C hereto, (iii) provide that thirty days' notice shall be given to Purchaser prior to cancellation or material modification of such coverage.
8.3 Purchaser warrants and will meet the Specifications represents that:
8.3.1 It shall, at the date of deliveryits own cost and expense, assume full liability and responsibility for ensuring that all Products manufactured by Manufacturer and supplied to Purchaser have been evaluated for merchantability, safety, fitness for purpose, and performance effectiveness;
11.1.4 it 8.3.2 It shall assume full liability and responsibility for compliance with federal, state, municipal and local laws, ordinances and regulations governing labeling, advertising, publishing of claims or its Affiliate holds all necessary permitsstatements of any nature, approvals, consents and licenses storing of the Products produced by Manufacturer and supplied to enable it to perform the Services at the FacilityPurchaser;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 19928.3.3 It shall maintain, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement:
1. Insurance of the materials stored in the Storage Space covering against the perils of fire, Lonza windstorm and extended coverage and/or other perils customarily insured under "All Risk" insurance.
2. Public liability insurance, under which Purchaser and Manufacturer are named as insureds, insuring against claims for personal injury, death and property damage arising on or about the Storage Space, which relate to Purchaser's property. Said insurance shall be written with annual limits of liability of not less than One Million Dollars (i$1,000,000.00) becomes debarredcombined single limit for bodily injury and property damage arising out of any one occurrence, suspended, excluded, sanctioned, or otherwise declared ineligible under and One Million Dollars ($1,000,000.00) in the Act; Lonza aggregate. Purchaser agrees to promptly notify Customerdeliver to Manufacturer, prior to occupancy, a certificate of insurance naming Manufacturer as an additional insured. Lonza also agrees Purchaser's liability policy shall require thirty (30) days written notice to Manufacturer before cancellation can be affected. Manufacturer shall exercise such care in regard to Purchaser's property as a reasonably careful person,owning similar goods, would exercise under like circumstances. Neither the Manufacturer nor the Purchaser shall be liable to the other for loss arising out of damage to or destruction of each other's property, from causes which would normally be covered by "all risk" causes extended coverage insurance,regardless of whether such damage or destruction is the result of negligence or carelessness on the part of either Purchaser or Manufacturer or its respective agents, servants or employees. Manufacturer and Purchaser agree that the agreements provided have been determined in contemplation that each party shall,at its own expense, carry its own insurance against such risks and that the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it Manufacturer and Purchaser shall promptly cease all activities relating each look only to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product its own insurance for indemnity against such damage. The property insurance policies procured by Manufacturer and all New Customer Intellectual Property provided to Customer under this Agreement Purchaser hereunder shall pass free and clear each contain a waiver of any security interest, lien or other encumbrance in favour right of Lonza; and
11.2 Customer warrants that:
11.2.1 as of subrogation against the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementother.
Appears in 1 contract
Warranties. 11.1 Lonza 10.1 Each Party warrants that it has full power and authority to enter into this Agreement and to perform its obligations under it.
10.2 The Client warrants that:
11.1.1 10.2.1 the Services Client Assets shall be performed in a professional not infringe any third party rights, including without limitation Intellectual Property Rights and workmanlike manner and in accordance with all Applicable Lawsrights of privacy;
11.1.2 Lonza will 10.2.2 the Client Assets shall not knowingly include contain anything that is, in the Manufacturing Process Suppliers reasonable opinion, obscene, blasphemous, defamatory, promotes or incites terrorism or hatred based on religion, race or disability, or is illegal pursuant to any elements that infringe any such intellectual applicable laws or industrial property rights vested in any Third Partyregulations;
11.1.3 except with respect to 10.2.3 the Client Assets shall not contain any development services and Engineering Batchesvirus, the manufacture worm, Trojan horse, adware, spyware or any other form of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of deliverymalicious content, code or software or similar technology or anything which may otherwise compromise Supplier’s Properties or assets;
11.1.4 10.2.4 the performance of its obligations under this Agreement shall not conflict with its obligations under any other agreement to which it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facilityis a party;
11.1.5 10.2.5 no third party litigation or claim is underway, pending or threatened which may prevent it has the necessary corporate authorizations to enter into and perform fulfilling its obligations under this Agreement;
11.1.6 Lonza has never been debarred 10.2.6 it shall comply and shall procure that its officers, employees, agents and sub-suppliers shall comply at all times with all applicable laws and regulations in respect of its receipt and usage of the Services, including but not limited to Privacy Laws;
10.2.7 it shall allow Supplier and its representatives such access to its premises and records on such occasions and at such times as Supplier shall reasonably require in order to perform its obligations under this Agreement and permit to make copies of any relevant documentation for the Generic Drug Enforcement Act purposes of 1992, 21 U.S.C. Sec. 335a (the same;
10.2.8 it shall provide an environment which:
a) or (complies with all current applicable health and safety laws and regulations;
b) (the “Act”). In the event that during the term allows safe access and working of this AgreementSupplier employees, Lonza (iagents and sub- contractors; and
c) becomes debarredprovides adequate service access space for use by delivery people, suspended, excluded, sanctionedengineers, or otherwise declared ineligible under others, whether directly employed by Supplier or not, who may require access to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in Client’s premises.
10.3 The Supplier warrants that:
10.3.1 the event that it becomes debarredSupplier Assets shall not infringe any third party rights including without limitation Intellectual Property Rights and rights of privacy;
10.3.2 when accessing the Client’s premises, suspended, excluded, sanctioned, or otherwise declared ineligible under for the Actpurposes of providing the Services, it shall promptly cease all activities relating to this Agreementcomply with applicable health and safety law and any additional health and safety policies of the Client, where Supplier is notified in advance in writing of the same by the Client;
11.1.7 subject to payment 10.3.3 the performance of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer its obligations under this Agreement shall pass free and clear of not conflict with its obligations under any security interestother agreement to which it is a party;
10.3.4 no third party litigation or claim is underway, lien pending or other encumbrance in favour of Lonzathreatened which may prevent it fulfilling its obligations under this Agreement; and
11.2 Customer warrants that:10.3.5 it shall comply and shall procure that its officers, employees, agents and sub-suppliers shall comply at all times with all applicable laws and regulations in respect of its provision of its Services, including but not limited to Privacy Laws (provided always that the Client shall remain responsible for notifying the Supplier of any Client Specific Laws and any changes to them, and shall be responsible for any resulting costs incurred by the Supplier in relation thereto).
11.2.1 as 10.4 Except for the express warranties and conditions expressly contained or referred to in this Agreement, Supplier makes no other warranties or representations regarding the Services and all warranties, conditions and other terms express or implied statutory or otherwise in respect of the date of this Agreement to the best of the Customer’s knowledge and beliefcompliance with descriptions, the Customer has all satisfactory quality or the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance fitness for purpose of the Services shall which are not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza expressly set out in writing if it receives this Agreement or is notified a particular Statement of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that Work are excluded to the use fullest extent permitted by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementlaw.
Appears in 1 contract
Samples: Cloud Services Agreement
Warranties. 11.1 Lonza warrants 4.1 Subject to sub-Clause 4.5 below, the Vendors warrant that:
11.1.1 4.1.1 Vendor SES and Vendor SSC are the Services shall be performed sole beneficial owners of the Sale Shares One and the Sale Shares Two respectively;
4.1.2 The Vendors have all rights over the Sale Shares in a professional and workmanlike manner their respective proportions and in accordance with all Applicable Lawsthe class rights stipulated in the Memorandum and Articles of Association of the Company, as amended;
11.1.2 Lonza will 4.1.3 The Sale Shares have been properly and validly issued and allotted and are fully paid and not knowingly include in subject to any call pursuant to the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third PartyCompany’s Articles of Association;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass 4.1.4 The Sale Shares are free and clear of any security interestall Encumbrances or obligations and that there are no outstanding subscriptions, lien commitments, warrants or other encumbrance in favour options for the purchase of Lonzathe Sale Shares; and
11.2 Customer warrants that4.1.5 The Vendors are hereby transferring, in their respective proportions, good and marketable title to the Sale Shares to the Purchasers in the proportions stipulated in this Agreement.
4.2 Additionally to the Warranties in sub-clause 4.1 above, for the purpose of assuring to the Purchasers the full benefit of the Company and the operation of the Company’s Business, as well as the scope of the share sale and purchase subject hereof, the Vendors respectively further undertake and warrant as separate and independent covenants that neither one of them, whether jointly or individually, solely or in partnership with others, will:
11.2.1 4.2.1 at any time after the date hereof disclose to any person, or themselves use for any purpose, and shall use their best endeavours to prevent the publication or disclosure of, any information concerning the transaction contemplated herein and/or the operation, business, accounts or finances of the Company or any of its clients’ or customers’ transactions or affairs which may have come to their knowledge or do anything which might prejudice the goodwill of the operations of the Company or the Company’s Business.
4.3 Furthermore, the Vendors warrant and represent to the Purchasers that the Warranties made by them as set out in sub-clauses 4.1 and 4.2 above are true and accurate and not misleading as of the date of this Agreement to and that:
4.3.1 The Vendors acknowledge that the best Purchasers have entered into this Agreement in reliance upon the Warranties;
4.3.2 Each of the Customer’s knowledge Warranties shall be separate and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party independent and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza be limited by reference to anything in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Partythis Agreement; and
11.2.3 Customer has the necessary corporate authorizations 4.3.3 The Purchasers acknowledge that they have not been induced to enter into this Agreement by any representations or warranty other than the Warranties.
4.4 A claim for breach of any Warranty may be made whether or not the relevant facts, matters or circumstances giving rise to the breach were known to the Purchasers or to any of the directors, officers, employees or agents of the Purchasers other than by virtue of the disclosures made in this Agreement.
4.5 The Warranties are subject to the matters which are fully and fairly disclosed in this Agreement;
4.6 Each of the Warranties is without prejudice to any other warranty or undertaking and, except where expressly stated, no clause contained in this Agreement governs or limits the extent or application of any other clause contained herein;
4.7 If after the signing of this Agreement the Vendors become aware that any of the Warranties was untrue, inaccurate or misleading in any respect as of the signing of this Agreement, the Vendors shall immediately notify the Purchasers in writing setting out full details of the matter as are available to the Vendors and the Vendors shall make any investigation concerning the event or matter and take such action to correct or remedy the matter as the Purchasers may reasonably require;
4.8 Promptly upon the occurrence of, or promptly upon any one of the Vendors becoming aware of, the impending or threatened occurrence of any event which would or might reasonably be expected to cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known to the Vendors prior to the date of this Agreement) of any Warranties, the Vendors shall give written notice of the same to the Purchasers and shall use their best endeavours promptly to prevent or remedy same.
Appears in 1 contract
Samples: Share Sale & Purchase Agreement (Solar Power, Inc.)
Warranties. 11.1 Lonza Each Party warrants and represents to the other Party that:
11.1.1 : it is duly incorporated and has the Services legal capacity to enter into this Agreement; and it shall be performed obtain and maintain in a professional force and workmanlike manner shall at all times comply with all necessary Approvals as required under this Agreement and under Applicable Law; [The Licensor further warrants and represents to the Licensee that, as at the Agreement Date, [Licensee Friendly] no Claims have been made or threatened against the Licensor in respect of the ownership and/or use of the Licensed IPR; [Licensee Friendly] [it has all necessary rights as are required to grant the licence as set out in this Agreement;] [Licensee Friendly] [use of the Licensed IPR by the Licensee strictly in accordance with all Applicable Laws;
11.1.2 Lonza this Agreement will not knowingly include in breach the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in IPR of any Third Party;
11.1.3 except with respect to any development services ] [Licensee Friendly] [the Licensed IPR is subsisting and Engineering Batchesis not invalid or unenforceable, in whole or in part]; [Licensee Friendly] [the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permitsLicensor has not previously assigned, approvalstransferred, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, conveyed or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that encumbered any right, title or interest in the event that Licensed IPR which conflicts or xxxxxxx the licence being granted to the Licensee;] [Licensor Friendly] [so far as it becomes debarredis aware, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as exploitation of the date of this Agreement to Licensed IPR by the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall Licensee will not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party]; and
11.2.3 Customer has and [Licensor Friendly] [To the necessary corporate authorizations maximum extent permitted by Applicable Law, the Licensor excludes any and all warranties in relation to enter the Licensed IPR and the Licensee acknowledges and agrees that it take the Licensed IPR on an “as is” basis.] Each Party shall, at the request and cost of the other Party, do or procure the doing of all such things (including execution of documents), as the other Party may reasonably require to give it the full benefit of having entered into this Agreement.
Appears in 1 contract
Samples: Ip Licence Agreement
Warranties. 11.1 Lonza 10.1 Each Party represents and warrants that:
11.1.1 to the Services shall be performed in other Party as of the Effective Date that (a) it is a professional corporation duly organized and workmanlike manner validly existing under the laws of the jurisdiction of its organization, and has the full right, power and authority to enter into this Agreement, to perform its obligations hereunder; and (b) this Agreement has been duly executed by it and is legally binding upon it, enforceable in accordance with all Applicable Laws;its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.
11.1.2 Lonza 10.2 ALMAC warrants only that (a) the Products supplied to the Client hereunder will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services have been manufactured, packaged, tested, and Engineering Batches, the manufacture of Product shall be performed stored in accordance with cGMP Applicable Law (including cGMP), the Technical Agreement and the Manufacturing and Packaging Instructions; (b) the Products will meet the Specifications at the date time of delivery;
11.1.4 it delivery conform with the Specification and be free and clear of all liens, security interests or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it encumbrances; (c) the use of ALMAC Property (as defined in Section 11.3) to perform the Services at do not and will not infringe the Facility;
11.1.5 Intellectual Property Rights of any Third Party; and (d) it has will not in the necessary corporate authorizations to enter into and perform performance of its obligations under this Agreement;
11.1.6 Lonza has never been Agreement use the services of any person it knows is debarred or suspended under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a§335(a) or (b) . The remedies provided in sections 10.6 and 10.7 provide the sole and exclusive remedies of Client with respect to any failure to comply with subsections (a) and (b) of this warranty.
10.3 All other warranties, express or implied including without limitations any implied warranty of merchantability or fitness for a particular purpose, are hereby disclaimed by ALMAC and excluded from these terms.
10.4 The Client warrants that:
(a) Free Issue Materials supplied by the “Act”). In Client to ALMAC will, at the event time of delivery, conform with the specifications during its shelf-life provided always that the Products are correctly transported, handled correctly and stored;
(b) the Free Issue Materials supplied to ALMAC hereunder will have been manufactured, packaged, handled, stored and tested in accordance with the terms of this Agreement and all appropriate legislation, rules and other requirements of the appropriate Competent Authority(ies) (including cGMP) in the EU that are in force from time to time during the term of this Agreement, Lonza ;
(ic) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees it has authority to promptly notify Customer. Lonza also agrees that supply (and to authorise ALMAC to use in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to manner contemplated by this Agreement;
11.1.7 subject ) all specifications, instructions or information furnished by it to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party ALMAC and the performance of the Services shall based on such specifications, instructions or information or the use of Product by ALMAC as may be required to perform is obligations hereunder, does not and will not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and.
11.2.3 Customer has (d) Client represents and warrants that it will comply with all applicable import and export laws and regulations with respect to the necessary corporate authorizations provision of Free Issue Materials to enter into ALMAC and subsequent shipments of Product under this Agreement.
10.5 All other warranties, express or implied including without limitations any implied warranty of merchantability or fitness for a particular purpose, are hereby disclaimed by Client and excluded from these terms.
10.6 The Client shall have the right to reject Product by notifying ALMAC in writing of any claim that any Products are damaged or defective or that any Products do not comply with the warranty in Section 10.2 above (in each case, a “Defective Product”): (i) in the case of a defect that is apparent upon normal visual inspection, within [**] days of receipt of such Products by Client; or, (ii) in the case of latent defects or non-conformities that are not reasonably discoverable by visual inspection or through review of the manufacturing documentation provided by ALMAC, by notifying ALMAC of the defect or non-conformity after such period (within [**] Business Days after Client becomes aware of such defect or non-conformity, but in no event after the expiry of the shelf-life of such Product). In the event of any notification and rejection pursuant to the preceding sentence, ALMAC shall (subject to the supply of all Free Issue Materials to the extent that the Free Issue Materials cannot be reworked or re-used and associated Certificates of Analysis by the Client and provided that Client demonstrates that the Product has been shipped, stored and/or handled by the Client or any Third Party in accordance with the Specification and unless the cause of the notified problem has occurred post delivery and through no fault of ALMAC’s, or the notified problem is caused by faults in the Free Issue Materials, the Specification or the Manufacturing and Packaging Instructions or other instructions or information provided by the Client), replace the Defective Products within [**] days, at no extra cost to the Client, and shall make arrangements with the Client for the return or destruction of such Defective Products. ALMAC shall be liable to Client for the cost of any additional Free Issue Materials (to the extent that the Free Issue Materials cannot be reworked or re-used) required to be re-supplied by Client in order for ALMAC to replace the Defective Products to the extent that the Free Issue Materials are required to be re-supplied solely as a result of Almac’s gross negligence or willful misconduct, in which case Almac’s liability shall be limited to the total value of the applicable Purchase Order (excluding materials and pass through costs). If replacement is not possible, ALMAC shall refund to Client the portion of fees attributable to the Defective Product. Where the fault for non-conformity lies with the Client in accordance with the provisions of this Section, the Client shall pay to ALMAC the invoice price for the Services and the Client will bear all costs associated with the rework and/or replacement of Defective Product by ALMAC.
10.7 Should the Product be rejected pursuant to Section 10.6 above, and should ALMAC within [**] Business Days, after notice of such rejection, notify Client that is does not agree that there are grounds for such rejection, the Parties shall mutually agree upon a Third Party to test samples of such Product and to review records and test data and other relevant information developed by both Parties relating thereto to ascertain whether the affected unit(s) of Product are Defective Product. The findings of such Third Party shall be binding on both Parties. If the Product is found not to be Defective Product, the Client shall pay the costs of such tests and shall be deemed to have accepted the applicable Product and the Client shall pay to ALMAC the invoice price for the Product. If the Product is found to be Defective Product, ALMAC shall pay the costs of such tests and shall provide replacement Product in accordance with the provisions of Section 10.6.
Appears in 1 contract
Samples: Master Agreement for the Manufacture, Packaging and Supply of Products (Nabriva Therapeutics PLC)
Warranties. 11.1 Lonza 10.1 The Client represents, undertakes and warrants that:to Us that:-
11.1.1 10.1.1 the Client will use the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;allocated to the Client only for lawful purposes.
11.1.2 Lonza 10.1.2 the Client will not knowingly include in use the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested Server in any Third Party;
11.1.3 except with respect to manner which infringes any development services and Engineering Batches, law or regulation of which infringes the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and third party, nor will the performance of the Services shall not infringe client authorise or permit any Third Party Intellectual Property rightsother person to do so;
11.2.2 Customer 10.1.3 the Client will promptly notify Lonza not use the Hosting Services or Website to post, link to or transmit:-
10.1.3.1 any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in writing if it receives any way;
10.1.3.2 any material containing a virus, Trojan horse or is notified other hostile computer programme;
10.1.3.3 any material which constitutes, or encourages the commission of, a criminal offence of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services which infringes any Intellectual Property Rights or other similar rights of any Third Partyperson which may subsist under the laws of any jurisdiction;
10.1.3.4 any activity contrary to the Computer Misuse Act 1990; and
11.2.3 Customer has 10.1.3.5 the necessary corporate authorizations distribution of unsolicited email.
10.1.4 the Client shall keep secure any identification, password and other confidential information relating to enter into the Client's account and shall notify Us immediately of any unknown or suspected unauthorised use of the Client's account or breach of security, including loss, theft or unauthorised disclosure of the Client's password or other security information.
10.1.5 the Client shall observe any procedures which We may from time to time prescribe and shall make no use of the Server which is detrimental to Our other clients.
10.2 The Client undertakes to provide all assistance to Us as We may reasonably require for the purposes of performing its obligations under the Contract.
10.3 Where a Client continues to permit such illegal or disreputable use, We will serve a warning notice, either by email or letter to the affect that the Services will be discontinued if the Client does not rectify the situation within 24 hours of receipt of the email or three days within the receipt of the letter. Where We suspend Services for contravention of this AgreementClause, We can refuse to restore Services until We receive an acceptable assurance from the Client that there will be no further contravention.
Appears in 1 contract
Samples: Terms and Conditions
Warranties. 11.1 Lonza The Customer represents and warrants that:
11.1.1 that he/she will not use the Services shall be performed Website (including our forums and comments sections), Services, STP Properties, APIFONICA Xxxx, the Customer’s Application or content in a professional manner that violates the Acceptable Use or Privacy Policy.
11.2 The Customer represents and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza warrants: (i) becomes debarredthat the Customer is solely responsible for the development, suspendedoperation, excludedand maintenance of Customer’s Application and for his/her content (the Content), sanctionedincluding without limitation the accuracy, or otherwise declared ineligible under appropriateness and completeness of the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product content and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free product- related materials and clear of any security interest, lien or other encumbrance in favour of Lonzadescriptions; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party (ii) that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations rights and licenses, consents, permissions, waivers and releases to enter into this use and display the Customer’s Application and the Content; (iii) that neither the Customer’s Application nor the Customer’s Content: (a) violates, misappropriates or infringes any rights of us or any third party, (b) constitutes defamation, invasion of privacy or publicity, or otherwise violates any rights of any third party, or (c) is designed for use in any illegal activity or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory (iv) to the extent to which the Customer uses the APIFONICA Xxxx, that the Customer will conduct his/her business in a professional manner and in a way that reflects favorably on the goodwill and reputation of STP. The Customer confirms his/her responsibility for any charges incurred by virtue of his/her use of the Application, no matter whether the Application acted in error.
11.3 Any portability of the Customer in respect of the phone number (including any previously-provisioned direct inward toll-free numbers or vanity numbers) assigned to the Customer or ported in to the Customer’s account is contingent to good standing of Customer’s account and provision by the Customer of appropriate supporting documentation in accordance with common industry standards for porting such number away from STP; provided, however upon elapsing of thirty (30)-days period from the date of termination of the Agreement, STP is entitled to re-assign any of those numbers to other customers with no recourse for the Customer right to portability .
Appears in 1 contract
Samples: Terms of Service
Warranties. 11.1 Lonza 5.1 Each Party warrants that:
11.1.1 that the Services shall performance by such Party of any of the terms and conditions of this Agreement on its part to be performed in a professional does not and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in constitute a breach of any other material agreement or understanding, written or oral, to which it is a party and , to the Manufacturing Process best of such Party’s knowledge, will not otherwise violate the rights of any elements third party.
5.2 Neurogenetics warrants that infringe any such intellectual there are no adverse proceedings, claims or industrial property rights vested in any Third Party;
11.1.3 except with respect actions pending, or to the best of Neurogenetics’ knowledge, threatened, relating to any development services Neurogenetics’ Proprietary Information as of the Effective Date, and Engineering BatchesNeurogenetics shall, to the manufacture best of Product shall be performed in accordance with cGMP its knowledge, have the full right and will meet legal capacity to conduct the Specifications at Project and to disclose and deliver Neurogenetics’ Proprietary Information pursuant to the date terms of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform this Agreement without violating the Services at the Facility;
11.1.5 rights of third parties. Neurogenetics further warrants that it has the necessary corporate authorizations full right and legal capacity to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of execute this Agreement, Lonza (iwithout violating the rights of third parties.
5.3 Neurogenetics warrants that Neurogenetics will observe all applicable regulations, rules, codes, legal and regulatory guidance and laws in performing the Project.
5.4 Neurogenetics warrants that each report required to be delivered pursuant to Section 3.2(a) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property any other information and data provided to Customer by Neurogenetics under this Agreement shall pass free be truthful and clear of any security interestaccurate, lien or other encumbrance and prepared by Neurogenetics in favour of Lonza; andgood faith.
11.2 Customer warrants that:
11.2.1 5.5 Except as expressly set forth herein, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY COMPOUND, DATA, INFORMATION, INTELLECTUAL PROPERTY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES, IN ALL CASES WITH RESPECT THERETO. Without limiting the generality of the date of this Agreement to foregoing, each Party expressly does not warrant the best success of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementProject.
Appears in 1 contract
Samples: Collaboration Agreement (TorreyPines Therapeutics, Inc.)
Warranties. 11.1 Lonza 14.1 The Borrower represents and warrants to the Bank (each warranty or undertaking given by the Borrower in terms of this Agreement being a separate warranty in no way limited or restricted by any other warranty or representation, and being deemed to be a representation of fact inducing the Bank to enter into this agreement) that:
11.1.1 14.1.1 the Services Bank shall at all times be performed and remain the sole funder to the Borrower of pension disbursements or payments in a professional and workmanlike manner and in accordance with all Applicable Lawsthe Eastern Cape;
11.1.2 Lonza 14.1.2 it is a corporation duty registered and existing under the laws of the Republic of South Africa, and it will maintain its corporate existence at all times, and will not knowingly include amalgamate, merge or consolidate with any other person or entity which might have a Material Adverse Effect on its ability to meet its obligations in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Partyterms hereof;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 14.1.3 it has the necessary corporate authorizations full power to enter into and perform in terms of this AgreementAgreement and has taken all necessary corporate and other actions to authorize the borrowings hereunder;
11.1.6 Lonza has never been debarred 14.1.4 the terms and conditions of this Agreement constitute legal, valid, binding and enforceable obligations of the Borrower, and the Borrower will ensure that its obligations in terms hereof will at all times rank at least pari passu with all other indebtedness of the Borrower of whatsoever nature;
14.1.5 no litigation, arbitration or administrative proceeding is presently in progress or, to the knowledge of the Borrower, pending or threatened against it, or any of its assets, which relates to the facility contemplated in this Agreement or which would have a Material Adverse Effect on the financial condition of the Borrower;
14.1.6 the execution by the Borrower of this Agreement constitutes, and its exercise of its rights and performance of its obligations under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarredwill constitute, suspendedprivate and commercial acts done and performed for private and commercial [XXXXXX XXXXXX LOGO] purposes; and the Borrower will not be entitled to claim immunity from suit, excludedexecution, sanctioned, attachment or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that other legal process in any proceedings taken in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating Republic of South Africa in relation to this Agreement;
11.1.7 subject 14.1.7 it is not a party to payment any agreement materially affecting, or which is likely to have a Material Adverse Effect on, its financial condition;
14.1.8 no Event of undisputed invoicesDefault, or default of any other contractual obligation or of any court order or judgement is outstanding or might result from the Borrower entering into, and performing in terms of this Agreement or from the making of a Loan, and, in particular, without limiting the generality of the aforegoing, the Borrower is not in default in respect of its obligations in respect of any other borrowed monies;
14.1.9 no other event is outstanding which constitutes (or with the giving of notice, lapse of time, determination of materiality or the fulfilment of any other applicable condition or a combination of the foregoing, might constitute) a default under any document which is binding on it or its assets to an extent or in a manner which might have a Material Adverse Effect on the financial condition of it or the ability of the Borrower to perform its obligations under this Agreement;
14.1.10 it has good title to all Product its assets which are reflected in its financial statements or has not sold or otherwise disposed of any such assets as reflected in its last audited financial balance sheet;
14.1.11 its most recent audited annual financial statements, and the most recent consolidated audited annual financial statements of Cash Paymaster Services (Proprietary) Limited, fairly represent the consolidated financial position of Cash Paymaster Services (Proprietary) Limited, the Borrower and its Subsidiaries respectively, where applicable, and the consolidated results of their operations of that financial year, and that the said financial statements have been prepared in accordance with generally accepted accounting principles in the Republic of South Africa, consistently applied, and that neither Cash Paymaster Services (Proprietary) Limited, nor the Borrower have significant liabilities present or contingent, including, without limitation, liabilities for taxes or material forward or long term commitments, including off-balance sheet financing commitments or any potential obligation to purchase in terms of a put option agreement which are not disclosed or provided for in such financial statements;
14.1.12 there has been no material adverse change in the financial or other condition of Cash Paymaster Services (Proprietary) Limited or the Borrower since the date of their last audited financial statements;
14.1.13 all New Customer Intellectual Property provided to Customer under the information supplied by the Borrower and any surety in connection with this Agreement shall pass free is true, complete and clear accurate in all material respects and the Borrower is not aware of any security interestmaterial facts or circumstances that have not been disclosed to the Bank;
14.1.14 the Borrower has not ceded, lien assigned or transferred any of its book debts or any rights in terms of its service level agreement with the Department to any third party;
14.1.15 the Borrower will not make use of the facilities of any bank or other encumbrance in favour financial institution other than the Bank during the course of Lonza; andthis Agreement for purposes of funding of pension disbursements or payouts. [XXXXXX XXXXXX LOGO]
11.2 Customer warrants that:
11.2.1 as of 14.2 The representations and warranties given by the Borrower are made on the date of this Agreement and are deemed to be repeated by the Borrower at each Drawdown Date, unless the Borrower notifies the Bank in writing otherwise at the date of each drawdown with reference to the best facts and circumstances then existing.
14.3 The Borrower shall be deemed on the first day of each of its financial years to represent and warrant that each of the Customer’s knowledge representations and beliefwarranties is true and accurate on such day and, in addition, that the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance then latest accounts of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that Borrower and its subsidiaries, delivered to the use by Lonza thereof for Bank pursuant hereto, fairly represent the provision financial position of the Services infringes any Intellectual Property Borrower or other rights the consolidated financial position of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementBorrower and its subsidiaries, as the case may be.
Appears in 1 contract
Warranties. 11.1 Lonza warrants 1. You warrant and represent that:
11.1.1 a) You have the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations right to enter into this Agreement and perform this Agreementto grant/transfer to Vocalkitchen all of the rights granted/transferred herein in order for Vocalkitchen to fully and without limitations exploit the Works during the Exploitation Period, and they are not subject to any arrangement, agreement or contract in respect of their recording services and/or performances which would prevent the provision of services and/or grant/transfer of rights as set out herein and that the exercise by Vocalkitchen of the rights granted/transferred hereunder will not violate or infringe upon the rights including but not limited to Rights of any other person, firm or corporation;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that The Rights granted/transferred in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass are free and clear of any security interestclaims, lien liens or encumbrances that no other person or firm has the right to the services of the Vocalist, to publish and/or exploit the Works, or to use Vocalist’s name, or any other right which is inconsistent with the Agreement and/or any right of a third party which prohibits Vocalkitchen to fully exploit the Works;
c) The Works that 1) You submit to Vocalkitchen and/or to Vocalkitchen ’s Customers; or 2) You Productions you create containing Works obtained via Vocalkitchen; are original Works and/or original arrangements of a Work or public domain Works;
d) There is no suit, claim, action or other encumbrance legal or administrative proceeding now pending which involves the Works or Vocalist and which might in favour any way act to impair or deprive Vocalkitchen of Lonza; and
11.2 Customer warrants that:
11.2.1 as any of the date rights herein granted/transferred;
e) No uncleared samples, elements, interpolations, melody’s, lyrics, beats, sounds or other uncleared content of this Agreement third parties has been used in the Works. Vocalist and/or Customer are solely and fully responsible for obtaining all required licenses in relation to third party content;
f) You will take all measures to prevent unauthorized use by third parties of Works obtained via and/or from Vocalkitchen which are in your possession or to which you have access.
g) You will not use, sell, sample, remix, (re-)record, reproduce, publish, re-write, change, arrange, amend, distribute or otherwise exploit a Work submitted to Vocalkitchen and pitched to a third party or sold to a third party without the best explicit written consent of Vocalkitchen. Vocalkitchen is entitled to charge additional fees, claim expenses in the event of any use of the Customer’s knowledge Work, Topline and/or Demo by you, which was not prior-approved. You are fully liable for any and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance damages as defined in Article 15 for all unauthorized use of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer Work, Topline and/or Demo and you will promptly notify Lonza fully indemnify and hold harmless Vocalkitchen in writing if it receives or is notified this respect as defined in Article 15 of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 1 contract
Samples: General Terms and Conditions
Warranties. 11.1 Lonza 12.1 VENDOR represents and warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 : (i) it has the necessary corporate authorizations read and agrees to these terms and conditions; (ii) it is authorized to enter into and perform this Agreement;
11.1.6 Lonza AGREEMENT; (iii) it is the sole owner of any software products it has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term created in contemplation of this Agreement, Lonza AGREEMENT; and (iv) entering into this AGREEMENT will not violate any other AGREEMENT to which it is a party.
12.2 SMLS represents and warrants that: (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza it has read and agrees to promptly notify Customer. Lonza also agrees that these terms and conditions; (ii) it is authorized to enter into this AGREEMENT; (iii) entering into this AGREEMENT will not violate any other AGREEMENT to which it is a party, (iv) SMLS owns all rights in and to the event that it becomes debarredLicensed Data, suspended(v) SMLS has all rights necessary to provide to VENDOR the Licensed Data, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating right to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product create Reformatted Data and all New Customer Intellectual Property provided to Customer under this Agreement shall pass the License Grant stated herein free and clear of any security interestclaims whatsoever, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as and (vi) XXXXXX's receipt and use of the date Licensed Data hereunder, and creation and use of this Agreement to the best of the Customer’s knowledge Reformatted Data hereunder, does not and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall will not infringe any Third Party Intellectual Property rights;third party right or interest whatsoever.
11.2.2 Customer will promptly notify Lonza in writing if 12.3 END USER represents and warrants that: (i) it receives or has read and agrees to these terms and conditions; (ii) it is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations authorized to enter into this AgreementAGREEMENT; and (iii) entering into this AGREEMENT will not violate any other AGREEMENT to which it is a party.
12.4 Except for the warranties provided in section 12.2, above, which shall remain in full force and effect, the Licensed Data is provided "as-is," if and when available without any representations or warranties of any kind, either express or implied. SMLS expressly disclaims all implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy. SMLS makes no guarantee that (i) Licensed Data is accurate or reliable; or (ii) Licensed Data will be provided error-free or uninterrupted. VENDOR acknowledges that SMLS does not review or edit the data or exercise any form of editorial control over the Licensed Data. XXXXXX also acknowledges that SMLS does not investigate or confirm any of the data and does not endorse any such data for any purpose.
Appears in 1 contract
Samples: Idx Rets Data Pull Order Form
Warranties. 11.1 Lonza 14.1 The Manufacturer warrants that:
11.1.1 14.1.1 the Services shall be performed in a professional and workmanlike manner and Product shall:
(a) subject to the Customer complying with its obligations in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batchesclause 16, the manufacture of Product shall be performed Manufactured in accordance with cGMP Applicable Laws that relate to the Manufacture of the Product; and
(b) on Delivery comply with the Specifications; and
14.1.2 it has full capacity and authority to enter into this Agreement and to perform its obligations under this Agreement;
14.1.3 it has as of the Commencement Date and will meet maintain in full force and effect for the Specifications at the date duration of delivery;
11.1.4 it or its Affiliate holds this Agreement all necessary permits, approvalslicences, consents approvals and licenses authorisations required under Applicable Laws to enable it the Manufacturer to perform Manufacture and supply the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform Product in accordance with this Agreement;
11.1.6 Lonza has never been debarred under 14.1.4 as of the Generic Drug Enforcement Act Commencement Date, the Intellectual Property Rights subsisting in the Manufacturer’s manufacturing processes or methods employed or to be employed at any facility used to Manufacture Products, are owned by the Manufacturer or the Manufacturer is otherwise entitled to use them for the purposes of 1992this Agreement;
14.1.5 the facilities and all equipment, 21 U.S.C. Sec. 335a (a) or (b) (tooling and molds utilized in the “Act”). In Manufacture, storage and supply of Product hereunder by the event that Manufacturer shall, during the term Term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under be maintained in good operating condition;
14.1.6 the Act; Lonza agrees Manufacturer has and will maintain for the Term of the Agreement the skilled personnel and equipment to promptly notify Customer. Lonza also agrees that supply the Product in accordance with the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to respective Orders and this Agreement;
11.1.7 14.1.7 subject to payment of undisputed invoicesclause 6.2, unencumbered title to all Product and all New Customer Intellectual Property provided will be conveyed to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonzaupon Delivery; and
11.2 14.1. 8 the Manufacturer will not make available the Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and beliefIntellectual Property, the Customer has all Improvements or the rights necessary Product IP to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party in the Field, or for use in the Field, without Customer’s prior written consent, except to the extent in accordance with this Agreement, the Cross-Licence Agreement or any other agreement entered into between Manufacturer and the performance Customer.
14.2 Save as set out expressly in this Agreement, all warranties, conditions and other terms, including the terms implied by sections 13 to 15 of the Services shall not infringe any Third Party Intellectual Property rights;Sale of Goods Xxx 0000, are to the fullest extent permitted by law excluded from this Agreement.
11.2.2 14.3 The Customer will promptly notify Lonza in writing if warrants and represents that it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations full capacity and authority to enter into this Agreement.
Appears in 1 contract
Samples: Exclusive Manufacturing and Supply Agreement (Axonics, Inc.)
Warranties. 11.1 Lonza a. Subject as herein provided, BPL warrants thatto USWM as at the date hereof as regards Clause 16.1.3 and for so long only as BPL is responsible for supply of the Products under this Agreement as regards the other warranties in this Clause 16.1:
11.1.1 i. that all Product(s) supplied hereunder will comply with the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable LawsSpecification(s) therefor;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batchesii. so far as it is actually aware, the manufacture of Product shall be performed the Product(s) in accordance with cGMP this Agreement does not and will meet not infringe the Specifications at registered Intellectual Property Rights of any Third Party in the date country of deliverymanufacture. To the extent BPL is able to obtain any warranties from any Third Party CMO regarding infringement of Third Party intellectual Property Rights, BPL shall warrant in identical terms, save that in no circumstances (except [**] or [**] on the part of BPL or [**] or [**]) shall the liability of BPL under any such warranty to USWM [**] the [**] that a Third Party CMO has to BPL for breach of its corresponding warranty;
11.1.4 iii. it is not aware of any rights of any third party in the Territory which would or its Affiliate holds all necessary permits, approvals, consents and licenses might render the sale of the Products under the Excluded IP referred to enable it to perform the Services at the Facilityin paragraph (i) of that definition unlawful;
11.1.5 it iv. that there shall be no defects other than deviations from the description of features in such Specification(s) provided in the Product Licences for each Product. Such description of features of the Product(s) shall not be construed as a guarantee; 37155043.2 [**] = CERTAIN CONFIDENTIAL INFORMATION OMITTED
v. that the Product(s) shall be manufactured in accordance with applicable laws and regulations inforce in the country of manufacture and Good Manufacturing Practice and all generally accepted industry standards and practices that are applicable, and that the Products shall be delivered by BPL in accordance with this Agreement and not be adulterated in violation of legal requirements applicable in the Territory; and
vi. that BPL has the necessary corporate authorizations to enter into not been, and perform this Agreement;
11.1.6 Lonza has never been will not become, debarred under the Sections 306 (a) or (b) of FDA Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) as amended, and shall not use in any capacity any other person or (b) (Third Party that or who has been so debarred.
b. All other representations and warranties, express or implied, are to the “Act”). In fullest extent permissible by law expressly excluded.
c. Furthermore, notwithstanding the event that during the term aforesaid provisions of this AgreementXxxxxx 00, Lonza (i) becomes debarredXXX does not give any representation or warranty as to the:
i. scope and duration of any [**] and that any [**] for a [**] will be [**];
ii. the [**] of any [**];
iii. [**] or [**] of any [**] and other characteristics of the [**];
iv. consequences of the [**] of any [**];
v. the [**] or [**] of the [**] for any [**]; and
vi. [**] or [**] of any [**] at the market or its [**] for [**]. Any such claims, suspendedregardless of their legal basis, are expressly excluded.
d. Without prejudice to Clause 17.2, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interestbreach of BPL’s warranties in this Clause 16.1.1, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement16.
Appears in 1 contract
Samples: Distribution, Development, Commercialization & Supply Agreement (Supernus Pharmaceuticals, Inc.)
Warranties. 11.1 Lonza Each party represents and warrants to the other that it has the right, power and authority to enter into these Terms/ this MSA and the Agreement and grant to the other the rights (if any) contemplated these Terms/ this MSA and the Agreement and to perform its obligations under these Terms/ this MSA and the Agreement.
11.2 Subject to the remainder of this clause 11, Cyferd warrants to the Customer only that:
11.1.1 11.2.1 (in respect of each Tenancy) that the Services shall be performed Cyferd Product (including any Features (which are not Premium Features) but excluding any Apps for this purpose) made available to the Customer (via the Tenancy in a professional and workmanlike manner and question) pursuant to the Agreement will, for the duration of the Term, operate materially in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in its applicable Documentation when used (via that Tenancy and subject to the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services applicable Access Parameters and Engineering Batches, the manufacture of Product shall be performed Utilisation Parameters) in accordance with cGMP the Agreement under normal use and will meet the Specifications at the date of deliverynormal circumstances;
11.1.4 11.2.2 during the Term Cyferd will not materially decrease the overall functionality of the Cyferd Product;
11.2.3 each Premium Feature Ordered shall operate materially in accordance with its applicable Documentation when used in accordance with the Agreement under normal use and normal circumstances during the applicable subscription term or, if not subscription-based, for a duration of 90 (ninety) days; and
11.2.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform shall provide each of the Services at with reasonable care and skill. In this regard and for the Facilityavoidance of doubt, the Customer will need to input certain data and other information that is outside the control of Cyferd to use the Tenancy in question, any Apps and any Features and to create, modify, customise, maintain, update and/or test any Apps.
11.3 The Customer acknowledges that the warranties in clause 11.2 shall not apply to:
11.3.1 use of the Cyferd Product (or any part of it including any App(s) and Feature(s)) and the applicable Services for the purposes of a POC Trial;
11.1.5 11.3.2 No Charge Products;
11.3.3 Non-Cyferd Products/ Services;
11.3.4 Non-Cyferd Apps;
11.3.5 Cyferd Apps;
11.3.6 any other Apps; and/or
11.3.7 any Additional Services or the subject matter of any Additional Services. Where any Additional Services are provided by or on behalf of Cyferd then any applicable warranties in the ASA Terms apply to such Additional Services subject to the terms of the applicable ASA. The Customer further acknowledges that Cyferd does not provide any support for and is not obliged to maintain Cyferd Apps.
11.4 Access to and use of the Cyferd Product and the Services may be subject to delays, interruptions, errors, defects or other problems resulting from use of the internet or public electronic communications networks used by Cyferd, the Customer or third-parties. The Customer acknowledges that such risks are inherent in cloud services and that neither shall Cyferd have any liability for any such delays, interruptions, errors or other problems nor does Cyferd warrant that the Cyferd Product and the Services (or any Tenancy or any App or any Feature) will be wholly free from delays, interruptions, errors, defects or other problems at any time.
11.5 To the maximum extent permitted by law, Xxxxxx’s sole liability, and the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for breach of the warranties in clause 11.2 (or any of them) will be, at Cyferd’s sole option, to either:
11.5.1 (use commercially reasonable efforts and at no charge to the Customer) repair or replace the non-conforming/ impacted Tenancy or Feature or Service within a reasonable time; or
11.5.2 (whether or not it has first attempted to repair or replace the necessary corporate authorizations non-conforming/ impacted Tenancy or Feature or Service) refund to enter into and perform this the Customer the part of the Subscription Fee(s) (less an amount determined by Cyferd (in its sole discretion) relating to the Customer’s Utilisation of the Cyferd Product that is not provided for in any Variable Fees) and/or Premium Fees (but not any Variable Fees, any Other Fees or any Pre-Paid Utilisation Fees) paid by the Customer for the non- conforming/ impacted Tenancy or Feature or Service, for the relevant impacted period/ period of non-conformance to the extent where the Customer has not had the benefit of or been able to use the non-conforming/ impacted Tenancy or Feature or Service; or
11.5.3 if Cyferd determines repair/ replacement to be impracticable, either party may by notice elect to terminate, effective immediately upon receipt of such notice:
11.5.3.1 the Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) ; or (bif applicable and where possible where they are/ it is the sole item(s) (affected by the “Act”non-conforming/ impacted Tenancy or Feature or Service):
11.5.3.2 its Access to and use of the Cyferd Product in respect of a particular Non-Production Tenancy where the Customer’s Access to and use of the Cyferd Product and the Services in respect of at least the Production Tenancy does not terminate; or
11.5.3.3 any Ordered Premium Feature(s) and/or Premium Subscription(s). In the event that during of such valid termination the term of this Agreement, Lonza Customer shall (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance clause 27.2) receive a refund in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementaccordance with clause 10.
Appears in 1 contract
Samples: Master Services Agreement
Warranties. 11.1 Lonza 7.1 WA represents, warrants and covenants to iPrint that:
11.1.1 : (a) WA is the Services shall be performed in a professional sole and workmanlike manner exclusive owner of all WA Content and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 WA Marks except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it as licensed from WA Customers; (b) WA has the necessary corporate authorizations right and authority to enter into and perform its obligations under this Agreement and to grant the rights granted to iPrint hereunder; (c) the execution of this Agreement by WA, the exercise or performance by WA of any rights or obligations hereunder, and the rights granted by WA to iPrint hereunder do not and will not breach, conflict with, or constitute a default under any other agreement or instrument applicable to WA or binding upon its assets or properties; and (d) the WA Content and WA Marks, and the use and display thereof as contemplated by this Agreement;, does not and will not: (i) violate or infringe upon any third party's Intellectual Property Rights, rights of privacy or publicity, or any other rights; or (ii) defame any third party.
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 19927.2 iPrint represents, 21 U.S.C. Sec. 335a warrants and covenants to WA that: (a) iPrint owns or (b) (the “Act”). In the event that during the term of this Agreementlicenses all right, Lonza (i) becomes debarredtitle, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that and interest in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title and to all Product iPrint Content, iPrint Marks, Tool Box and/or iPrint Tools; (b)iPrint has the right and all New Customer Intellectual Property provided authority to Customer enter into and perform its obligations under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonzato grant the rights granted to WA hereunder; and
11.2 Customer warrants that:
11.2.1 as of (c) the date execution of this Agreement by iPrint, the exercise or performance by iPrint of any rights or obligations hereunder, and the grant of the rights hereunder do not and will not breach, conflict with, or constitute a default under any other agreement or instrument applicable to iPrint or binding upon its assets or properties; (d) the Services will be performed by qualified personnel in a professional manner in accordance with reasonable industry standards and (e) to the best of the Customer’s knowledge and beliefits knowledge, the Customer has all iPrint Content, iPrint Marks, Tool Box and/or iPrint Tools, and the rights necessary to permit Lonza to perform the Services without infringing the use and display thereof as contemplated by this Agreement, does not and will not: (i) violate or infringe upon any third party's Intellectual Property Rights, rights of privacy or publicity, or any Third Party and the performance of the Services shall not infringe other rights; or (ii) defame any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementthird party.
Appears in 1 contract
Samples: Strategic Development Agreement (Iprint Technologies Inc)
Warranties. 11.1 Lonza 5.1 Each Party warrants that:
11.1.1 that the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any performance by such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear Party of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date terms and conditions of this Agreement on its part to be performed does not and will not constitute a breach of any other material agreement or understanding, written or oral, to which it is a party.
5.2 TPTX warrants that there are no adverse proceedings, claims or actions pending, or to the best of TPTX’s knowledge, threatened, relating to any TPTX Proprietary Information as of the Customer’s knowledge Effective Date, and beliefTPTX shall, to the Customer has all best of its knowledge, have the full right and legal capacity to disclose and deliver TPTX Proprietary Information pursuant to the terms of this Agreement without violating the rights necessary of third parties. TPTX further warrants that it has the full right and legal capacity to permit Lonza to perform execute this Agreement, without violating the Services without infringing the Intellectual Property rights of any Third third parties.
5.3 Each Party warrants that it will observe all applicable regulations, rules, codes, legal and regulatory guidance and laws in performing the performance Project or Eisai’s Collaborative Research Work, as applicable.
5.4 TPTX warrants that each report required to be delivered pursuant to Section 3.2(a) shall be prepared by TPTX in good faith. *** Confidential Treatment Requested
5.5 Except as expressly set forth herein, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES, IN ALL CASES WITH RESPECT THERETO. Without limiting the generality of the Services shall foregoing, each Party expressly does not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that warrant the use by Lonza thereof for the provision success of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementProject.
Appears in 1 contract
Samples: Cooperation Agreement (TorreyPines Therapeutics, Inc.)
Warranties. 11.1 Lonza Supplier warrants to Client that:
11.1.1 (a) It has full right and power to enter into and perform this Agreement without the consent of any third party, and its performance under this Agreement will not conflict with any other obligation Supplier may have to any other party;
(b) it shall perform the Services with reasonable care and shall be performed in a professional and workmanlike manner and in accordance with Good Industry Practice;
(c) it shall ensure that the Services (including all Deliverables) and Supplier’s performance of its obligations under this Agreement are in compliance at all times with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product (d) it shall be performed use all reasonable endeavours in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses Good Industry Practice to enable it to perform ensure that the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act all Deliverables shall be free of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza any: (i) becomes debarredviruses, suspendedworms, excludedtime bombs, sanctionedTrojan horses or other harmful, malicious or otherwise declared ineligible under destructive code; (ii) software disabling devices, time-out devices, counter devices and devices intended to collect data regarding usage of the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that software without the knowledge of Client and (iii) Open Source Software (except as expressly authorized by Client in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreementwriting in accordance with Clause 10 (Third Party Materials and Pre-Existing Intellectual Property));
11.1.7 (e) each Deliverable is and will be an original work of Supplier, except for any Third Party Materials and Pre-Existing Intellectual Property incorporated therein. Neither the Services nor Deliverables will (i) infringe the Intellectual Property Rights of any third party or incorporate any third party’s confidential information or (ii) be subject to payment any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments;
(f) it has and will have all necessary rights to grant the licenses and make the assignments set forth in this Agreement (including having all necessary assignment agreements or other proprietary rights agreements in place with employees and subcontractors); and
(g) Client’s (and its licensees’) exercise of undisputed invoices, title to all Product rights assigned and all New Customer Intellectual Property provided to Customer granted under this Agreement shall pass free and clear will not require any third party consents or clearances or any payment of fees, residuals or other amounts of any security interest, lien or other encumbrance in favour of Lonza; andkind to any third party.
11.2 Customer warrants that:
11.2.1 Supplier shall, without charge, correct any Defect in any Deliverable reported by Client within thirty (30) days of receipt of written notice from Client, or if Supplier is unable to make the Deliverable operate as of warranted within such 30-day period, then Client may immediately terminate the date of this Agreement applicable SOW, and Supplier shall refund to the best of the Customer’s knowledge and belief, the Customer has Client all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof fees paid for the provision corresponding Services within ten (10) days of the Services infringes any Intellectual Property or other rights of any Third Party; andtermination.
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement11.3 EXCEPT FOR SUPPLIER’S WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
Appears in 1 contract
Samples: Master Services Agreement
Warranties. 11.1 Lonza 10.1 Each party warrants that:that it has full power and authority to enter into, and perform its obligations under, the Agreement.
11.1.1 10.2 Viotel’s warranty for the Viotel Products is as set out in the Viotel Product Warranty.
10.3 If Viotel Products fail to meet the warranties in the Viotel Product Warranty, Viotel will repair or replace in accordance with, and subject to the terms of, the Viotel Product Warranty. Work carried out where the Viotel Product Warranty does not apply will be charged to the Customer.
10.4 Viotel does not give any warranty to the Customer relating to Third Party Products. Viotel will use commercially reasonable efforts to transfer to the Customer the benefit of any warranties provided by the relevant manufacturer.
10.5 To the maximum extent permitted by law: a Viotel’s warranties are limited to those set out in the Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty of merchantability or fitness for purpose) are expressly excluded; and b Viotel makes no representation concerning the quality of the Services shall be performed in a professional or Products and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will does not knowingly include in the Manufacturing Process any elements promise that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of Products will: i meet the Customer’s knowledge requirements or be suitable for a particular purpose; or ii be secure, free of viruses or other harmful code, uninterrupted or error free.
10.6 The Customer agrees and belief, the Customer has all the rights necessary to permit Lonza to perform represents that it is acquiring the Services without infringing and Products, and entering into the Intellectual Property rights Agreement, for the purpose of any Third Party and trade. The parties agree that: a to the performance maximum extent permissible by law, no consumer protection laws apply to the supply of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if or the Agreement; and b it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or fair and reasonable that the use parties are bound by Lonza thereof this clause 10.6.
10.7 Where legislation or rule of law implies into the Agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in the Agreement. However, Xxxxxx’s liability for any breach of that condition or warranty is limited, at its option, to: a supplying the relevant Services or Products again; and/or b paying the costs of having the relevant Services or Products supplied again; and/or c refunding the Charges paid for the provision of the relevant Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementProducts.
Appears in 1 contract
Samples: Terms of Trade
Warranties. 11.1 Lonza 8.1. The Parties represent and warrant that as of the Commencement Date, this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms; the execution, delivery and performance of the Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, by which it is bound, nor to its knowledge as of the Commencement Date violate any laws; and the person or persons executing this Agreement on such Party’s behalf have been duly authorized to do so by all requisite corporate action.
8.2. Humabs represents and warrants to MedImmune that:
11.1.1 the Services shall be performed in 8.2.1. Humabs is a professional and workmanlike manner corporation duly organized, validly existing, and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in good standing under the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services laws of its jurisdiction of formation, and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the full corporate power and authority and has taken all corporate action necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that case where Humabs is wholly owned by another Person such Person shall, at the request of MedImmune, provide a parent company guarantee in respect of Humabs’ obligations set out under this Agreement.
8.2.2. Humabs has been granted an exclusive licence from [***] in respect of the Licensed Patents and Licensed Know How and has the full legal right and power to enter into the obligations and grant the rights and licenses set forth in this Agreement.
8.2.3. Humabs has provided to MedImmune copies of all licence agreements relating to the Licensed Patents and Licensed Know-how.
8.2.4. none of the work undertaken by Principal Investigator pursuant to any Research Plan under this Agreement shall be deemed to be either:
8.2.4.1. [***]; and/or
8.2.4.2. [***] set out in the aforesaid clause, and [***] shall not have any Intellectual Property or any other rights in any of the results of research performed during the term Research Projects and pursuant to the Research Plans (including but not limited to the Research Results or Research Program Materials),
8.2.5. neither the execution, delivery and performance of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under nor the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating grant of licences pursuant to this Agreement;, conflicts and will not conflict with or result in breach any term, condition, obligation or restriction of any other agreement of Humabs with any Third Party.
11.1.7 subject 8.2.6. Humabs has not undertaken, and Humabs has not caused to payment be undertaken by any Affiliate or any Third Party, any act or omission, and nor has Humabs nor any of undisputed invoicesits Affiliates entered into any agreement, title which would result in a restriction of any rights granted to all Product and all New Customer MedImmune pursuant to this Agreement.
8.2.7. none of the Licensed Know-how, Licensed Patents, the Research Project Materials or any other Materials provided by Humabs contain or are derived from any Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights Materials of any Third Party that would require MedImmune to acquire a licence or otherwise pay a Third Party for the exploitation thereof in accordance with the terms of this Agreement.
8.2.8. that Humabs has obtained and the performance shall obtain all necessary consents from relevant patient subjects in respect of the Services human biological samples from which the [***] Antibody, any other Materials forming part of the Licensed Know-how, and Research Project Materials have been obtained, and that none of the aforesaid patient subjects retains any rights (whether intellectual property rights or otherwise) in or to the [***] Antibody, other Materials forming part of the Licensed Know-how or Research Project Materials.
8.2.9. Humabs is providing a licence to all Patents, Materials and Know-how necessary for MedImmune to perform and operate under this Agreement. If Humabs has excluded any Patents from the Licensed Patents such omission shall be considered a breach of this representation and warranty unless Humabs does or procures the doing of all such things to grant a licence to MedImmune as if such Patents had originally been granted under this Agreement. Where Patents owned by or licensed to Humabs have been omitted from the list of Licensed Patents set out in Schedule 1, such Patents shall be deemed to be included in the definition of Licensed Patents.
8.2.10. Humabs shall use commercially reasonable efforts to ensure that in undertaking work pursuant to Research Plans for the Research Projects hereunder it does not infringe employ any Third Party Intellectual Property rights;in a way which will in any way restrict or block MedImmune’s right to exploit the Research Project Materials or Research Results or require MedImmune to obtain Third Party licenses to do so.
11.2.2 Customer 8.2.11. that neither Humabs nor its Affiliates have granted rights to any Third Party under the Licensed Know-How and/or Licensed Patents that would restrict the rights granted to MedImmune and/or be inconsistent with the rights granted to MedImmune under this Agreement and Humabs and its Affiliates will promptly notify Lonza in writing if it receives not grant any such rights during the Term.
8.2.12. Neither Humabs nor its Affiliates have granted rights to any Third Party, under the Flu Background IP and/or Second Target Background IP that conflict with the rights granted to MedImmune pursuant to clause 2.1.
8.2.13. neither Humabs nor any of its Representatives have received any written notice or is notified of a formal written claim other communication from a Third Party alleging that Customer Information and/or Customer Humabs’ practice of the Licensed Patents infringes the rights of such Third Party.
8.2.14. neither Humabs nor any researcher engaged by it, in any capacity, in the Research Project has been debarred or is subject to debarment or has otherwise been disqualified or suspended from performing scientific or clinical investigations or otherwise subjected to any restrictions or sanctions by the FDA or any other governmental or regulatory authority or professional body applicable in the jurisdiction in which Humabs is based, with respect to the performance of scientific or clinical investigations.
8.2.15. that Humabs is able to, and shall, obtain all necessary rights, title and interest in and to all Know-how, Intellectual Property and Research Project Materials developed, generated or created by [***] (or any other permitted Third Party sub-contractor and the remaining provisions shall apply equally to any other Third Party sub-contractor if applicable) pursuant to any sub-contract agreement entered into with [***] pursuant to clause 5.11. Humabs shall in addition, following the Commencement Date, supply a copy of this Agreement to [***], and shall promptly execute (and procure the execution by [***] of) a letter from [***] addressed to Humabs confirming that [***] has read and understood the terms of this Agreement insofar as they are applicable to the performance of the Research Projects, and that in the event of any conflict between the aforesaid sub-contract and this Agreement, that the use by Lonza thereof for terms of this Agreement shall prevail. Humabs shall supply a copy of such letter agreement [***] after the provision Commencement Date.
8.2.16. that all registrations and filings necessary to preserve the rights of Humabs in and to the Licensed Patents have been made and are in good standing and Humabs has not done or omitted to do anything which may cause the Licensed Patents to lapse prematurely or be the subject of a compulsory licence.
8.2.17. that all known references that are material to the Licensed Patents and which are known to Humabs have been made of record at the US Patent and Trade Xxxx Office.
8.2.18. that none of the Services infringes Licensed Patents nor any Intellectual Property of Flu Background IP or other rights Second Target Background IP are the subject of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations actual or potential disputes relating to enter into this Agreementinventorship.
Appears in 1 contract
Samples: Sub License and Collaboration Agreement (Vir Biotechnology, Inc.)
Warranties. 11.1 Lonza 6.1 The Customer warrants that:
11.1.1 6.1.1 it has the full capacity and authority to enterinto and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Customer;
6.1.2 it has the authority to grant any rights to Air IT necessary for Air IT to perform its rights and obligations under this Agreement, including the right to allow use of the Customer’s Operating Environment, the Customer-Side Equipment, the Software and Hardware by Air IT in the provision of the Services shall be performed and otherwise in a professional connection with this Agreement;
6.1.3 it will comply with and workmanlike manner and use the Services in accordance with the terms of this Agreement and all Applicable Laws;applicable laws and shall not do any act that shall infringe the rights of any third party including the publishing or transmission of any materials contrary to relevant laws or in breach of the Acceptable Use Policy; and
11.1.2 Lonza will not knowingly include 6.1.4 it owns and has obtained valid licences, consents, permissions and rights to use and where necessary to allow Air IT to use any materials reasonably necessary for the fulfilment of its obligations under this Agreement, including any third party licences and consents in the Manufacturing Process respect of any elements that infringe any such intellectual Customer Software or industrial property rights vested in any Third Party;Party Software.
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;6.2 Air IT warrants that:
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 6.2.1 it has the necessary corporate authorizations full capacity and authority to enter into and perform this AgreementAgreement and that this Agreement is executed by a duly authorised representative of Air IT;
11.1.6 Lonza has never been debarred 6.2.2 it will comply with all applicable laws in performing its obligations under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product 6.2.3 it is and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free remain throughout the Term International Standards Organisation (ISO) 9001 accredited and clear of any security interest, lien or other encumbrance in favour of Lonzacompliant; and
11.2 Customer warrants that:
11.2.1 as of 6.2.4 all personnel and sub-contractors used by Air IT in the date performance of this Agreement to are
7.1 The Customer shall pay the best of Onboarding Services Fees as set out in Schedule 3 Paragraph 1.1 by the Customer’s knowledge Effective Date and beliefif the Managed Services are accepted, the Customer has all shall pay the rights necessary Fees for the Managed Services set out in Schedule 3 paragraph 1.2 subject to permit Lonza to perform review and variation as provided in Clause 7.6 below. All Additional Services shall be charged on a time and materials basis calculated in accordance with the Services without infringing the Intellectual Property rights of any rates set out in Schedule 3 Paragraph 7. All Fees for Third Party Services shall be subject to variation when varied by the relevant Third Party Provider. All call, usage and/or volume related charges shall be charged to and paid by the Customer at the rates and tariffs charged by and on the data logged or recorded by Air IT or the relevant Third Party Provider.
7.2 The Customer shall reimburse Air IT in accordance with Schedule 3 Paragraph 8 for all actual reasonable travel costs and expenses including subsistence costs incurred by Air IT in the performance of the Services as set out in Schedule 3 Paragraph 3.
7.3 All amounts and Fees referred to in this Agreement are exclusive of Value Added Tax which shall not infringe be added to the sum at the then prevailing rate and paid by the Customer.
7.4 Air IT shall invoice the Customer for the Managed Services in accordance with the payment provisions in Schedule 3 Paragraph 1.2 and each invoice shall be paid by the Customer in full in cleared funds by the due date in question by way of direct debit or by way of bank transfer to an account nominated by Air IT and time for payment shall be of the essence. All invoices for other Services shall be payable within 14 days of the date of Air IT’s invoice in cleared funds and time for payment shall be of the essence.
7.5 All sums are payable without set-off, counterclaim or withholding (without limiting Air IT's remedies) and if the Customer fails to make any amount payable under this Agreement Air IT may, as well as charging interest under the Late Payment of Debts (Interest) Xxx 0000, suspend all or any Services until payment has been made in full.
7.6 Air IT may for operational reasons need to increase the Managed Services Fees from time to time (for example, as a result of increases in costs of Third Party Intellectual Property rights;
11.2.2 Suppliers, or following a service review which identifies a consistent over-utilisation of engineering time against the estimated engineering time calculated to provide the required service). Air IT may increase the Managed Services Fees on giving the Customer will promptly notify Lonza in writing if it receives or is notified of a formal one month’s prior written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes notice at any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.time.
Appears in 1 contract
Samples: Service Agreement
Warranties. 11.1 Lonza 7.1 The Seller warrants that:
11.1.1 to the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include Buyer in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect terms of the Warranties by reference to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications circumstances prevailing as at the date of delivery;this agreement and each of the Warranties shall be construed as a separate warranty.
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred 7.2 Any claim under the Generic Drug Enforcement Act Warranties is subject to the terms and provisions of 1992, 21 U.S.C. Sec. 335a schedule 4.
7.3 The Seller shall be under no liability under the Warranties in relation to any matter forming the subject matter of a claim thereunder to the extent that the same or circumstances giving rise thereto are Disclosed in the Disclosure Letter or the Data Room Information.
7.4 The Buyer warrants to the Seller that (and each such warranty shall be construed as a separate warranty):
(a) the execution and delivery of this agreement and the Completion of the transactions contemplated hereby, have, where required, been duly and validly authorised and no other proceedings or action on the part of the Buyer is necessary to authorise the agreement or to complete the transactions contemplated; and
(b) it has disclosed to the Seller all agreements, arrangements and understandings (whether oral or in writing) between any member of the “Act”). In Buyer’s Group and any director, employee, contractor or agent of any member of the event that during Group.
7.5 The only warranties given by the term Seller in respect of this Agreement, Lonza or relating to:
(ia) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Intellectual Property are contained in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreementparagraph 7 of schedule 3;
11.1.7 subject to payment (b) officers, employees and trade unions are contained in paragraph 18 of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear schedule 3;
(c) the Properties are contained in paragraph 19 of schedule 3;
(d) Pension Matters are contained in paragraph 20 of schedule 3;
(e) Tax or any security interest, lien or other encumbrance Taxation Statutes are contained in favour paragraph 21 of Lonzaschedule 3; and
11.2 Customer warrants that(f) Environmental Matters are contained in paragraph 22 of schedule 3. and no claim or proceeding which could be brought within any of the paragraphs specified in clause 7.5(a)-(f) above shall be brought except under one of those paragraphs and no liability which arises under one of those paragraphs shall also arise under any other such paragraph or under any other Warranty.
7.6 Any payment due in respect of any claim under this agreement shall for all purposes be deemed to be and shall take effect as a reduction in the consideration paid by the Buyer for the Shares.
7.7 The Seller shall indemnify the Buyer against and shall pay to the Buyer an amount equal to the amount which if paid to the Company or any relevant Group Company would indemnify the Company or that Group Company against all losses arising in connection with or arising out of:
11.2.1 (a) any claim against a Group Company or the Buyer by any broker, finder, financial adviser or other person retained by the Seller or a Group Company in connection with the transactions effected by this agreement; or
(b) the fact that TRM (ATM) Deutschland GmbH has suffered a loss not covered by equity (as referred to in the recital to the Subordination Deed) but only to the extent that such position is not corrected or mitigated by the execution by TRM (ATM) Deutschland GmbH of the date Subordination Deed and TRM (ATM) Deutschland GmbH remains in breach of the German Insolvency Code by reason of transactions or losses occurring prior to Completion.
7.8 All sums payable by the Seller under this Agreement agreement shall be paid free of all deductions or withholdings unless the deduction or withholding is required by law, in which event the Seller shall pay such additional amount as shall be required to ensure that the net amount received by the Buyer will equal the sum which would have been received by it had no deduction or withholding been required to be made.
7.9 If a payment made by the Seller in respect of any breach of, or indemnity contained in, this agreement will be or has been subject to Taxation in the hands of the Buyer, the Buyer may demand from the Seller such sum (after taking into account any Taxation payable in respect of it) as will ensure that the Buyer receives and retains a net sum equal to the best sum which it would have received had the payment not been subject to Taxation. The Seller shall pay any sum demanded under this clause 7.9 within five Business Days of the Customer’s knowledge and beliefdemand.
7.10 If, following the payment of an additional amount under clause 7.8 or 7.9 above, the Customer has all Buyer subsequently obtains a saving, reduction, credit or payment in respect of the rights necessary deduction or withholding giving rise to permit Lonza such additional amount, the Buyer shall pay to perform the Services Seller a sum that the Buyer (acting in good faith) determines as leaving the Buyer in the same position as the Buyer would have been in had no such deduction or withholding been made, but only to the extent that the Buyer can do so without infringing prejudicing the Intellectual Property rights retention of any Third Party and the performance credit or relief obtained as a result of the Services relevant deduction or withholding.
7.11 If any amount owing from the Seller under this agreement is not paid when due it shall bear interest both before and after any judgment at the Agreed Rate.
7.12 The Seller undertakes to the Buyer and each Group Company that it will waive any right it may have and not infringe make a claim in respect of misrepresentations, inaccuracy or omission in or from any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza information or advice supplied by a Group Company or its officers, employees, consultants or advisors in writing if it receives connection with this agreement or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementDisclosure Letter.
Appears in 1 contract
Samples: Share Purchase Agreement (TRM Corp)
Warranties. 11.1 Lonza 8.1 Each Party severally and for itself only represents and warrants to the other Parties that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 8.1.1 it has the necessary corporate authorizations all requisite (corporate) power and authority to enter into and execute this Agreement and to perform this Agreementits obligations hereunder;
11.1.6 Lonza 8.1.2 the execution of this Agreement by such Party has never been debarred under duly and validly approved by the Generic Drug Enforcement Act appropriate bodies within the company of 1992such Party and all other corporate action, 21 U.S.C. Sec. 335a if any, necessary on behalf of such Party has been taken;
8.1.3 this Agreement has been duly executed and delivered on behalf of such Party and constitutes legal, valid and binding obligation of such Party; and
8.1.4 the execution, delivery and performance by such Party of this Agreement will not violate any law, order, rule or regulation applicable to such Party.
8.2 The Warrantors hereby represent and warrant to the Investor that each of the statements set forth in the warranties as included in Schedule 7 (a) or (bWarranties) (the “Act”). In Warranties) is and shall be true, accurate and not misleading on the event that during Signing Date and at the term Completion Date.
8.3 Each of this Agreementthe Warranties is separate and independent and none of the Warranties shall be treated as qualified by any knowledge on the part of the Investor or any of its Representatives.
8.4 The Investor acknowledges and agrees that:
8.4.1 the Warranties are the only representations, Lonza (i) becomes debarred, suspended, excluded, sanctioned, warranties or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear other assurances of any security interest, lien kind given by or other encumbrance in favour on behalf of Lonzathe Company; and
11.2 Customer warrants that:
11.2.1 8.4.2 the Company makes no representation or warranty as of to the accuracy of, without limitation, forecasts, estimates or projections provided to the Investor or its advisers on or prior to the date of this Agreement Agreement.
8.5 The Investor hereby confirms that, as on the date hereof, it is not aware of any breach under the Warranties.
8.6 The Company shall not be liable for a breach under the Warranties to the best extent that, at Completion, the Investor was actually, or could reasonably have been, aware of such breach, because the facts and/or circumstances giving rise thereto have been disclosed in the Warranties or otherwise in this Agreement, but only to the extent Fairly Disclosed.
8.7 The warranties, representations and covenants of the Customer’s knowledge Parties and belief, their respective liability in this respect contained or made pursuant to this Agreement shall survive the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights execution and delivery of any Third Party this Agreement and the performance Completion and shall in no way be affected by any investigation of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives subject matter thereof made by or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision on behalf of the Services infringes any Intellectual Property Investor or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementCompany.
Appears in 1 contract
Samples: Subscription Agreement (VivoPower International PLC)
Warranties. 11.1 Lonza 10.1 Without prejudice to clauses 10.2 to 10.5, EMIS hereby warrants that:
11.1.1 10.1.1 it has used reasonable commercial endeavours to ensure the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Lawsaccuracy of the EMIS Data;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 10.1.2 it has the necessary corporate authorizations power and authority to enter into the Agreement in its own right and perform this Agreement;
11.1.6 Lonza has never been debarred under grant the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event rights and licenses that it becomes debarred, suspended, excluded, sanctioned, grants or otherwise declared ineligible under purports to grant to the Act, it shall promptly cease all activities relating Customer pursuant to this the Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that10.1.3 it has, will maintain and continue to hold and comply with all consents necessary for EMIS to perform its obligations under the Agreement (unless such consents can no longer be maintained, held or complied with for legal or clinical reasons outside of EMIS’ reasonable control).
10.2 EMIS makes no warranties express or implied (and expressly excludes any liability) in respect of:
11.2.1 as 10.2.1 the fitness of the date Data for any particular purpose; or
10.2.2 the content of this Agreement (including, with regard to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe inaccuracies or missing data) any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from Data provided by a Third Party Data Controller and/or the Customer
10.3 Based on the information provided by the Customer to EMIS regarding its operating system(s), EMIS shall use its reasonable endeavours to ensure that any Licenced Driver will enable the Customer Information and/or Systems to communicate with the relevant Solution(s). However, EMIS makes no warranties express or implied (and expressly excludes any liability) that any Licenced Driver is the most appropriate Driver for use by the Customer Intellectual Property or that any Licenced Driver will be the only Driver required by the Customer in order for it to comply with its obligation under clause 12.2.2.
10.4 EMIS does not guarantee that the Solutions, Environment and/or the Services will always be available or that their use will be uninterrupted. EMIS will not be liable to the Customer if for any reason the Solutions, Environment and/or the Services are unavailable at any time or for any period. The Solutions, Environment and Services are provided by Lonza thereof EMIS on an ‘as is’ and ’as available’ basis, with any and all faults as may be present.
10.5 Except as expressly stated in the Agreement, to the extent permitted by applicable law any and all implied or statutory statement, representation, condition, warranty or other term as to the quality, merchantability, suitability or fitness for the provision any particular purpose of the Solutions, Environment and/or the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementis hereby excluded.
Appears in 1 contract
Samples: Master Services Agreement
Warranties. 11.1 Lonza warrants that:
11.1.1 11.1. To the Services shall be performed in a professional and workmanlike manner and in accordance with greatest extent permitted at law, Bravesight disclaims all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual warranties either express or industrial property rights vested in any Third Party;
11.1.3 except implied with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;supply of:
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or the Services; and
(b) (any third party services.
11.2. The Customer agrees that the “Act”)provisions of the Consumer Xxxxxxxxxx Xxx 0000 will not apply in relation to any of the Services provided in relation to these Terms of Trade
11.3. In the event that during any Services provided pursuant to these Terms of Trade are not supplied in accordance with the term Terms of this AgreementTrade or any warranty which Bravesight must comply with is found to apply (in respect of which clause 11.1 is not effective), Lonza then to the greatest extent permitted at law, Bravesight, at its option, may within thirty (i30) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that days remedy any defect in the event that it becomes debarred, suspended, excluded, sanctioned, supply of such Services or otherwise declared ineligible under the Act, it shall promptly cease all activities reimburse any monies paid to Bravesight relating to this Agreement;the supply of the Services provided that the defect is notified by the Customer to Bravesight within thirty (30) days of provision of the applicable Services.
11.1.7 subject 11.4. If there is a material breach of these Terms of Trade to payment which clause 11.3 applies then to the greatest extent permitted at law the Customer may not terminate these Terms of undisputed invoices, title Trade pursuant to all Product clause 17.1(a) until it has complied with its obligations pursuant to clause 11.3 and all New Customer Intellectual Property provided Bravesight has failed to Customer under this Agreement shall pass free and clear comply with its obligations pursuant to clause 11.3 or Bravesight has chosen not to exercise any of any security interest, lien or other encumbrance in favour of Lonza; andthe remedies available to it pursuant to clause 11.3.
11.2 11.5. The Customer warrants that:
11.2.1 as of that no application, material or content that Bravesight is required to provide the date of this Agreement to Hosting in respect of, will infringe the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party third party or breach any law or regulation, or be of an objectionable nature (as determined by Bravesight in its sole discretion) and the performance Bravesight will without liability be entitled to delete any such material as it sees fit
11.6. The Customer warrants that it will not from an email address which is hosted as part of the Hosting, send spam or other duplicative or unsolicited messages in violation of applicable laws including without limitation the Unsolicited Electronic Messages Xxx 0000. Bravesight at its sole discretion acting reasonably shall be entitled to determine when there has been a breach of this warranty and without limiting any other provision of these Terms of Trade Bravesight shall be entitled without liability to take such actions as it deems appropriate in the circumstances.
11.7. Following the period of six (6) weeks from when the Customer begins to make use of any Services shall which are provided pursuant to any specific GSA or ITP (which excludes for the avoidance of doubt any generic Web Development Services and Hosting and Support Services simply provided on an ongoing basis only pursuant to these Terms of Trade) (“Project Work”) the Customer agrees that to the greatest extent permitted at law, Bravesight will have no liability for any issue not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza notified in writing if to Bravesight in that initial six (6) week period, arising in any way in relation to such Project Work, including where it receives or is notified claimed that the Services comprising such Project Work were not provided in accordance with these Terms of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property Trade or that there has been a material breach of these Terms of Trade. For the use by Lonza thereof for the provision further avoidance of doubt following such six (6) week period any entitlement of the Services infringes Customer (if any) to ongoing support in relation to any Intellectual Property Project Work will only be as specifically provided for in the applicable GSA or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementITP.
Appears in 1 contract
Samples: Terms of Trade
Warranties. 11.1 Lonza 23.1 Each party warrants and represents to the other that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of deliverythis agreement, the JVC has not carried on any business, has no assets or liabilities, has no employees and is not a party to any contracts except as necessary to comply with clause 4.
23.2 Each party warrants and represents to the other party that:
(a) it is a corporation duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation;
11.1.4 (b) it or its Affiliate holds has full power and authority and has obtained all necessary permits, approvals, authorities and consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform its obligations under this Agreementagreement and such other agreements and arrangements referred to in this agreement;
11.1.6 Lonza has never been debarred under (c) the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term signing of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party agreement and the performance of its obligations under this agreement and the Services shall other agreements and arrangements referred to in this agreement will not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza result in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights breach of any Third Partyother agreement or arrangement to which it is a party, nor give rise to any right of termination of any other agreement or arrangement to which it is a party; and
11.2.3 Customer (d) to the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, that party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this agreement.
23.3 The parties will give undertakings not to compete with the necessary corporate authorizations business of the JVC and not to enter solicit its customers or employees.
23.4 The parties hereby expressly agree that Sxxxx has entered into this Agreementa series of agreements with various third parties solely for the benefit of the project contemplated under the auspices of the JVC. As a consequence, CFL agrees that it shall not do any act or cause any omission which would otherwise place Sadot in breach of those obligations which have been entered into solely for the benefit of the JVC.
23.5 The parties warrant to transfer such qualified personnel and assets from Sadot to the JVC that are required to fulfil the obligations described hereunder. The costs of those transfers shall be borne exclusively by the JVC.
Appears in 1 contract
Samples: Joint Venture Shareholders Agreement (Muscle Maker, Inc.)
Warranties. 11.1 Lonza warrants that:
11.1.1 16.1 The Customer acknowledges to understand the Services shall be performed in a professional nature, uses and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batchesrisks of BTC. In particular, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza Customer agrees that: (i) becomes debarredthe value of BTC, suspendeddue to its decentralized nature and lack of a certain regulatory framework, excludedis not insured by any legal entity but only by the market; (ii) any amount of mined BTC may lose all or part of its value at any time; (iii) BTC Transactions are irreversible: if BTCs are sent to the wrong person or address, sanctionedit may not be possible to cancel the Transaction; (iv) if Customer loses or forgets the PIN or password of its SWAGGY WALLET, or otherwise declared ineligible under the Act; Lonza agrees BTCs held in it may be permanently lost.
16.2 The Customer declares and guarantees that they are the sole and legitimate owner of the BTC deposited on the SWAGGY WALLET.
16.3 The Customer acknowledges that BTC is an alternative Virtual Currency, which is suitable to promptly notify Customersettle monetary debts only by express agreement with the party accepting BTC as method of payment. Lonza also agrees Consequently, the Customer declares that it will not have any claims against SWAG in the event of disputes with third parties who contest the non-fulfilment of financial obligations incurred by the Customer and/or its assignees. The Customer also declares to indemnify SWAG against any claims from third parties due to non-fulfilment of the financial obligations entered into.
16.4 The Customer acknowledges that the price development of the BTC is variable and declares that it becomes debarred, suspended, excluded, sanctioned, has no claim against SWAG for any losses or any other losses incurred due to the price development of the BTC.
16.5 The Customer agrees to indemnify and hold SWAG harmless from any liability and/or claims of third parties arising from the illegal or otherwise declared ineligible under improper use of BTC by the Act, it shall promptly cease all activities relating to this Agreement;Customer and/or its assignees.
11.1.7 subject to 16.6 The Customer is responsible for the payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best relevant tax authorities of all taxes that apply to the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementTransactions.
Appears in 1 contract
Samples: Terms and Conditions
Warranties. 11.1 Lonza DEI warrants to CLIENT that:
11.1.1 a) DEI will not, in the Services shall be performed in a professional course of performing its services and workmanlike manner obligations under this Agreement, infringe or misappropriate, and in accordance with all Applicable Lawsnone of the WORK PRODUCT nor any element thereof will or does infringe or misappropriate, any INTELLECTUAL PROPERTY RIGHT of any third party;
11.1.2 Lonza b) neither the WORK PRODUCT nor any element thereof will not knowingly include in the Manufacturing Process be subject to any elements that infringe any such intellectual restriction, mortgage, lien, claim, pledge, security interest, or industrial property rights vested in any Third Partyencumbrance when delivered by DEI to CLIENT;
11.1.3 except with respect to any development services c) DEI has full right, power, and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations authority to enter into and perform this Agreement without the consent of any third party, including the right to grant all licenses granted by DEI in this Agreement;
11.1.6 Lonza d) All individuals and entities that contribute to or participate in the conception, creation, or development of the WORK PRODUCT will have unconditionally and irrevocably assigned all of their right, title, and interest in and to the WORK PRODUCT (and all INTELLECTUAL PROPERTY RIGHTS thereto) to DEI (or DEI Agreement Number: 0743.01 - 14/69 - directly to CLIENT) before being allowed to begin performing any of the services under this Agreement;
e) DEI will comply with all laws, regulations, and ordinances applicable to DEI’s performance of its services under this Agreement and DEI’s other obligations under this Agreement, including export control laws, and has never been debarred obtained (or before performing any services under this Agreement will obtain) all governmental permits and licenses required for DEI to perform its services under this Agreement and DEI’s other obligations under this Agreement;
f) DEI has the Generic Drug Enforcement Act of 1992requisite skills, 21 U.S.C. Sec. 335a experience and expertise necessary to perform its obligations pursuant to this Agreement;
g) DEI will take all necessary or reasonable precautions to prevent injury to any person (aincluding CLIENT’s employees) or damage to any property (bincluding CLIENT’s property) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:h) Subject to Schedule 3, if the LICENSED UNIT is constructed and operated in accordance with the PROCESS BOOK, the PERFORMANCE GUARANTEES specified in Schedule 3 will be met.
11.2.1 i) Except as stated in this Article (a) through above, DEI makes no other warranties, express or implied, by operation of the date of this Agreement law or otherwise, with respect to the best licenses granted hereunder, including any other guarantees relating to the catalysts, equipment or material to be used in the LICENSED UNIT or any warranty of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of merchantability or fitness for any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementuse.
Appears in 1 contract
Samples: Engineering Services & Technology Transfer Agreement (Hoku Scientific Inc)
Warranties. 11.1 Lonza 7.1 Each party represents and warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 (i) it has the necessary corporate authorizations legal power to enter into and perform under this Agreement;; and (ii) it shall comply with all other applicable laws in its performance hereunder.
11.1.6 Lonza has never been debarred under 7.2 DN Direct warrants to Customer that the Generic Drug Enforcement Act of 1992, 21 U.S.C. SecPlatform will substantially conform in all material respects to the Documentation (“Platform Warranty”). 335a The Platform Warranty does not apply when: (a) the Platform that has been modified by any party other than DN Direct; or (b) (the “Act”). In the event Platform that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible has been improperly used and/or installed in a manner other than as authorized under the Act; Lonza agrees Agreement to promptly notify the extent such modification(s) or improper installation cause the Platform to be nonconforming. As Customer. Lonza also agrees that in ’s sole and exclusive remedy and DN Direct’s entire liability for any breach of the event foregoing warranty, DN Direct will repair or replace any nonconforming Platform so that it becomes debarredoperates as warranted or, suspendedif DN Direct is unable to do so, excludedterminate the license for such Platform and return or request the Reseller to return the license fees paid for the nonconforming Platform, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of pro-rated from the date of this Agreement to the best of the Customer’s knowledge and belieftermination.
7.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementNEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DN Direct DOES NOT WARRANT THE OPERATION OF THE PLATFORM AND RESULTS OF THE PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER IS SOLELY REPONSIBLE FOR THE DECISIONS IT MAKES FROM DATA THAT IS PROVIDED AS OUTPUT FROM THE PLATFORM.
Appears in 1 contract
Samples: Subscription Services Agreement
Warranties. 11.1 Lonza 8.1 The Producer warrants thatand undertakes for the benefit of BBCSD as follows subject always to any restrictions hereto in the Special Terms:
11.1.1 8.1.1 the Services shall be performed Producer is a company duly and properly organised and existing according to the laws of England and Wales and it has the power and authority to enter into this Agreement and to perform its obligations under it;
8.1.2 except to the extent that such rights are vested in a professional and workmanlike manner and the Performing Right Society Limited the Producer is the sole unencumbered legal owner of the Commercial Distribution Rights in all languages throughout the Territory;
8.1.3 intentionally deleted;
8.1.4 the exercise of the Commercial Distribution Rights by BBCSD in accordance with all Applicable Laws;
11.1.2 Lonza this Agreement will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza not: (i) becomes debarredinfringe the copyright or any personal, suspendedproprietary, excludedprivacy or other right of any third party; or (ii) be in breach of any statute or regulation including without limitation the Copyright, sanctioned, Designs and Patents Act 1988; or otherwise declared ineligible under the Act(iii) be a contempt of court; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement(iv) breach any broadcasting regulations; or (v) defame any person or organisation;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement 8.1.5 to the best of the CustomerProducer’s knowledge and beliefbelief there are no claims or proceedings pending or threatened which might adversely affect the Producer’s ability to produce and deliver the Programme in accordance with the terms of this Agreement or BBCSD’s ability to exploit the Commercial Distribution Rights in accordance with this Agreement;
8.1.6 the Programme is of first class technical quality and in accordance with BBCSD’s technical standards notified to the Producer from time to time;
8.1.7 the Producer shall not, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights and shall not authorise a third party to, produce and exploit by means of any Third Party distribution rights any programme which is substantially similar to the Programme;
8.1.8 all photographics, literature and promotional material supplied to BBCSD for use in accordance with this Agreement shall each individually comply with the BBC Guidelines and shall not impair the quality, meaning or integrity of the Programme or bring BBCSD or the Commissioning Entity into disrepute or be defamatory of any person;
8.1.9 the Producer shall comply with the BBC Guidelines in relation to the production and delivery of the Programme and all Programme materials delivered by the Producer to BBCSD;
8.1.10 the Producer will comply with the provisions of the BBCSD Anti-Fraud and Corruption Code of Conduct, published here xxxxx://xxx.xxxxxxxxxx.xxx/anti-fraud-and- corruption/ as updated from time to time and shall comply with all laws, statutes, regulations and codes relating to anti-bribery, anti-corruption, anti-tax evasion and anti- money laundering applicable to the Producer and/or BBCSD, as may be updated from time to time, including the UK Bribery Act 2010 and the performance Criminal Finances Act 2017;
8.1.11 the Programme will not bring BBCSD into disrepute;
8.1.12 unless expressly agreed to the contrary in the Special Terms, there shall be no product placement in the Programme.
8.2 BBCSD warrants and undertakes for the benefit of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if Producer that it receives or is notified a company duly and properly organised and existing according to the laws of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer England and Wales and it has the necessary corporate authorizations power and authority to enter into this AgreementAgreement and to perform its obligations under it.
Appears in 1 contract
Samples: Distribution Agreement
Warranties. 11.1 Lonza Each party represents and warrants to the other that it has the right, power and authority to enter into these Terms/ this MSA and the Agreement and grant to the other the rights (if any) contemplated these Terms/ this MSA and the Agreement and to perform its obligations under these Terms/ this MSA and the Agreement.
11.2 Subject to the remainder of this clause 11, Cyferd warrants to the Customer only that:
11.1.1 11.2.1 (in respect of each Tenancy) that the Services shall be performed Cyferd Product (including any Features (which are not Premium Features) but excluding any Apps for this purpose) made available to the Customer (via the Tenancy in a professional and workmanlike manner and question) pursuant to the Agreement will, for the duration of the Term, operate materially in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in its applicable Documentation when used (via that Tenancy and subject to the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services applicable Access Parameters and Engineering Batches, the manufacture of Product shall be performed Utilisation Parameters) in accordance with cGMP the Agreement under normal use and will meet the Specifications at the date of deliverynormal circumstances;
11.1.4 11.2.2 during the Term Cyferd will not materially decrease the overall functionality of the Cyferd Product;
11.2.3 each Premium Feature Ordered shall operate materially in accordance with its applicable Documentation when used in accordance with the Agreement under normal use and normal circumstances during the applicable subscription term or, if not subscription-based, for a duration of 90 (ninety) days; and
11.2.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform shall provide each of the Services at with reasonable care and skill. In this regard and for the Facilityavoidance of doubt, the Customer will need to input certain data and other information that is outside the control of Cyferd to use the Tenancy in question, any Apps and any Features and to create, modify, customise, maintain, update and/or test any Apps.
11.3 The Customer acknowledges that the warranties in clause 11.2 shall not apply to:
11.3.1 use of the Cyferd Product (or any part of it including any App(s) and Feature(s)) and the applicable Services for the purposes of a POC Trial;
11.1.5 11.3.2 No Charge Products;
11.3.3 Non-Cyferd Products/ Services;
11.3.4 Non-Cyferd Apps;
11.3.5 Cyferd Apps;
11.3.6 any other Apps; and/or
11.3.7 any Additional Services or the subject matter of any Additional Services. Where any Additional Services are provided by or on behalf of Cyferd then any applicable The Customer further acknowledges that Cyferd does not provide any support for and is not obliged to maintain Cyferd Apps.
11.4 Access to and use of the Cyferd Product and the Services may be subject to delays, interruptions, errors, defects or other problems resulting from use of the internet or public electronic communications networks used by Cyferd, the Customer or third-parties. The Customer acknowledges that such risks are inherent in cloud services and that neither shall Cyferd have any liability for any such delays, interruptions, errors or other problems nor does Cyferd warrant that the Cyferd Product and the Services (or any Tenancy or any App or any Feature) will be wholly free from delays, interruptions, errors, defects or other problems at any time.
11.5 To the maximum extent permitted by law, Xxxxxx’s sole liability, and the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for breach of the warranties in clause 11.2 (or any of them) will be, at Cyferd’s sole option, to either:
11.5.1 (use commercially reasonable efforts and at no charge to the Customer) repair or replace the non-conforming/ impacted Tenancy or Feature or Service within a reasonable time; or
11.5.2 (whether or not it has first attempted to repair or replace the necessary corporate authorizations non-conforming/ impacted Tenancy or Feature or Service) refund to enter into and perform this the Customer the part of the Subscription Fee(s) and/or Premium Fees (but not any Utilisation Fees or any Pre- Paid Utilisation Fees) paid by the Customer for the non-conforming/ impacted Tenancy or Feature or Service, for the relevant impacted period/ period of non- conformance to the extent where the Customer has not had the benefit of or been able to use the non-conforming/ impacted Tenancy or Feature or Service; or
11.5.3 if Cyferd determines repair/ replacement to be impracticable, either party may by notice elect to terminate, effective immediately upon receipt of such notice:
11.5.3.1 the Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) ; or (bif applicable and where possible where they are/ it is the sole item(s) (affected by the “Act”non-conforming/ impacted Tenancy or Feature or Service):
11.5.3.2 its Access to and use of the Cyferd Product in respect of a particular Non-Production Tenancy where the Customer’s Access to and use of the Cyferd Product and the Services in respect of at least the Production Tenancy does not terminate; or
11.5.3.3 any Ordered Premium Feature(s) and/or Premium Subscription(s). In the event of such valid termination the Customer shall (subject to clause 27.2) receive a refund in accordance with clause 10.40. Where any Purchased Item(s) is/are terminated under this clause 11.5.3 then clause 22 shall apply.
11.6 The Customer acknowledges that during the term of this Agreementwarranties in clause 11.2 are subject to the limitations set out in clause 19 and shall not apply to the extent that any non-conforming/ impacted Tenancy or Feature or Service arises from, Lonza (i) becomes debarred, suspended, excluded, sanctionedis in connection with, or otherwise declared ineligible under relates to:
11.6.1 incorrect operation or use of the Act; Lonza agrees Cyferd Product and the Services (or any part including any Tenancy, App or Feature) by the Customer, the Administrator or any Authorised User (including any failure to promptly notify Customerfollow the Documentation or failure to meet minimum specifications);
11.6.2 any adaptation(s), modification(s) or alteration(s) by or on behalf of the Customer where the same caused a defect (unless and to the extent any such adaptation(s) or modification(s) or alteration(s) was/were made as part of the provision of any Additional Services by or on behalf Cyferd);
11.6.3 any No Charge Products;
11.6.4 any Non-Cyferd Products/ Services;
11.6.5 any Non-Cyferd Apps;
11.6.6 any Cyferd Apps;
11.6.7 any other Apps;
11.6.8 any Additional Services or the subject matter of any Additional Services. Lonza also agrees that Where any Additional Services are provided by or on behalf of Cyferd then any applicable warranties in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under ASA Terms apply to such Additional Services subject to the Act, it shall promptly cease all activities relating to this Agreementterms of the applicable ASA;
11.1.7 subject to payment 11.6.9 use of undisputed invoices, title to all any of the Cyferd Product and all New Customer Intellectual Property provided the Services (or any part including any Tenancy, App or Feature) other than for the purposes for which it is intended;
11.6.10 use of the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) with other software or services or on equipment with which it is incompatible (unless and to Customer under this Agreement shall pass free and clear the extent Cyferd expressly recommended or required the use of that other software or service or equipment in the Documentation or as part of the provision of any security interestAdditional Services by or on behalf Cyferd);
11.6.11 any act by any third-party (including hacking or the introduction of any virus or malicious code);
11.6.12 any modification of the Cyferd Product and the Services (or any part including any Tenancy or Feature) (other than that undertaken by Cyferd or at its direction); and/or
11.6.13 any breach of the Agreement by the Customer (or by the Administrator or any Authorised User).
11.7 Cyferd may make Non-Cyferd Materials available for the Customer’s use in connection with the Cyferd Product and the Services (or any part including any Tenancy, lien App or other encumbrance Feature). The Customer agrees that:
11.7.1 Cyferd has no responsibility for the use or consequences of use of any Non-Cyferd Materials;
11.7.2 the Customer's use of any Non-Cyferd Materials shall be governed by the applicable terms between the Customer and the owner or licensor of the relevant Non-Cyferd Materials;
11.7.3 the Customer is solely responsible for any Non-Cyferd Materials used in favour connection with the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) and for compliance with all applicable third-party terms which may govern the use of Lonzasuch Non-Cyferd Materials; and
11.2 Customer warrants that:
11.2.1 as 11.7.4 the continued availability, compatibility with the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) and performance of the date Non- Cyferd Materials is outside the control of this Agreement Cyferd and Cyferd has no responsibility for any unavailability of or degradation in the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) to the best extent resulting from the availability, incompatibility or performance of any of the Non-Cyferd Materials;
11.8 The Customer acknowledges that no liability or obligation is accepted by Cyferd (howsoever arising whether under contract, tort, in negligence or otherwise):
11.8.1 that the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) and any other Purchased Item(s) shall meet the Customer’s knowledge individual needs, whether or not such needs have been communicated to Cyferd;
11.8.2 that the operation of the Cyferd Product and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing (or any part including any Tenancy, App or Feature) and any other Purchased Item(s) shall not be subject to minor errors or defects; or
11.8.3 that the Intellectual Property rights of any Third Party Cyferd Product and the performance Services (or any part including any Tenancy, App or Feature) and any other Purchased Item(s) shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the Documentation.
11.9 Unless expressly provided for in this clause 11 or elsewhere in the Agreement, and subject to clause 19.7 all warranties, conditions, terms, undertakings or obligations whether express or implied by statute, common law or otherwise are disclaimed and excluded to the maximum extent permitted by law. This includes, but is not limited to:
11.9.1 warranties of title; or
11.9.2 warranties of non-infringement; or
11.9.3 warranties of merchantability; or
11.9.4 warranties of satisfactory quality; or
11.9.5 warranties of fitness for a particular purpose (even in cases where Xxxxxx has been informed of such a purpose).
11.10 This clause 11 shall survive termination or expiry of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 1 contract
Samples: Master Services Agreement
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services The Client shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event ensure that during the term of this Agreement:
a) it will take all reasonable steps to ensure all information supplied in accordance with this Agreement is true, Lonza correct, current and complete;
b) the Client has complied with the Code of Conduct established by CDB in providing any information in accordance with this Agreement, except where Code of Conduct is inconsistent with this Agreement or applicable laws in Solomon Islands;
c) Business/Credit Information obtained from CDB will not be sought or used by the Client other than in accordance with the provisions of the Code of Conduct established by CDB;
d) the Client will hold secure any Client Database Access Code provided by CDB and will only disclose the Identification Number to those individuals who are authorised by the Client to make a Business/Credit Information Request;
e) the Client will inform CDB immediately of any potential or suspected disclosure of any Client Database Access Code to any person who is not authorised by the Client; and
f) the Client will ensure that all individuals who are authorised by the Client to make a Business/Credit Information Request are fully trained in and aware of their obligations under this Agreement, the Code of Conduct and the correct use of CDB’s systems.
6.7.1 The CDB shall ensure that during the term of this Agreement:
a) all its Services comply with all applicable laws:
b) all its Services are free of any charge, lien, encumbrance or liability when supplied to the Client; and
c) it will take reasonable steps to ensure that any Consumer Information and Business Information provided to the Client in response to a Consumer Information Request and Business Information Request by the Client is accurate, up-to-date, complete and not misleading;
d) each Service will be provided with all due care and skill that be expected of a skilled professional experienced in providing the same or similar services;
e) it will immediately disclose to the Client any activity that CDB reasonably believes will have a material and adverse effect on its ability to provide the Services.
6.7.2 Each party warrants that it:
(i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees is duly authorised to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to enter into and be bound by this Agreement;
11.1.7 subject to payment of undisputed invoices(ii) holds all licences, title to all Product approvals and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of permits required by any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza applicable law to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into its obligations under this Agreement.
Appears in 1 contract
Samples: Service Agreement
Warranties. 11.1 Lonza Each Party represents and warrants to the other that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 : (i) it has the necessary corporate authorizations full right, power and authority to enter into and fully perform its obligations under this Agreement;
11.1.6 Lonza , including without limitation the right to bind any party it purports to bind to this Agreement; (ii) the execution, delivery and performance of this Agreement by that Party does not conflict with any other agreement to which it is a party or by which it is bound; (iii) it has never been debarred under a good faith belief that its own systems, infrastructure, materials and products, when used in accordance with the Generic Drug Enforcement Act associated instructions and when standing alone (i.e., not combined with any items not provided by such Party), will not infringe or otherwise violate the Rights of 1992any other person or organization (provided that each Party’s sole remedy for Claims arising out of this clause (iii) above shall be indemnification pursuant to Section 10.1(iii) below); and (iv) it shall comply with all material laws, 21 U.S.C. Secrules and regulations (including without limitation Export Control Laws and applicable data privacy and consumer protection laws) applicable to its activities in connection with this Agreement (which activities shall include without limitation with respect to DR the establishing of a return policy and a privacy policy as well as the use of its fraud screening system and in respect to both Parties the handling of End User Data). 335a Company further represents and warrants to DR that (a) any Company Materials provided for the purposes of marketing or promoting Products are not subject to licensing or usage fees (including without limitation performance royalties) due to Company or any third party based on the use of such Company Materials in marketing or promoting such Products; and (b) (the “Act”). In the event that during the term of any Products provided to DR, or other software used or provided by Company in connection with this Agreement, Lonza (i) becomes debarredshall not contain any viruses, suspendedtrojan horses, excludedmalware, sanctionedspyware, adware or other similarly disruptive software, or otherwise declared ineligible under the Act; Lonza agrees any software code which is designed to promptly notify Customer. Lonza also agrees that in the event that it becomes debarreddisrupt, suspended, excluded, sanctioneddamage, or otherwise declared ineligible under perform unauthorized actions on a computer system, or which transmits data from a user’s computer without notice to and the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as express prior consent of the date of this Agreement to the best of the Customer’s knowledge and beliefuser. EACH PARTY WARRANTS THAT IT HAS NOT RELIED ON ANY INFORMATION OR REPRESENTATION PROVIDED BY OR ON BEHALF OF THE OTHER PARTY WHICH IS NOT EXPRESSLY INCLUDED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementEACH PARTY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH REGARDS TO THE MATERIALS AND SERVICES PROVIDED BY THAT PARTY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE.
Appears in 1 contract
Warranties. 11.1 Lonza a. Apex warrants that:
11.1.1 that it will use commercially reasonable efforts to make the Services shall be performed available to Customer and its Authorized Employers and End Users; provided that Customer and its Authorized Employers and End Users have complied with the terms of this Agreement. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTY IN THIS SECTION 5(a) IS REPERFORMANCE OF THE AFFECTED SERVICES.
b. Customer represents and warrants to Apex that (i) Customer has the full right, power and authority to grant the rights granted herein and to provide the Customer Data3 and other Customer-provided materials for Apex’s use; (ii) neither Apex’s access to or use of the Customer Data will give rise to any action or claim by a third party or cause Customer to breach any of its agreements or understandings in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza relation to the Customer Data, including without limitation any terms of use to which is bound; (iii) the Customer Data will not knowingly include in contain any confidential or proprietary information of a third party that Customer does not have the Manufacturing Process right to provide; (iv) the Customer Data will not contain any elements that infringe Trojan horse, malicious code, or other computer software code, routines or device designed to disable, damage, impair, erase or deactivate any such intellectual data via the Customer System to Apex’s networks or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services systems; (v) the performance of its obligations and Engineering Batches, use of the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it Services by Customer or its Affiliate holds Authorized Employers or End Users will not violate any applicable laws, including, without limitation, any laws relating to the collection, maintenance, transmission or use of personal information or data; and (vi) Customer will promptly pay all necessary permitsobligations when due, approvalsincluding, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act without limitation, obligations in respect of 1992any payroll taxes, 21 U.S.C. Sec. 335a (aERISA, 401(k) or pension distributions, either for its own account or on behalf of its Clients. The representations and warranties made by Customer in this Agreement will be automatically reaffirmed each time it submits Customer Data to Apex and each time Customer uses the Services.
c. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THESE GENERAL TERMS, THE SERVICES AND ALL COMPONENTS THEREOF ARE PROVIDED EXCLUSIVELY ON AN “AS IS” BASIS, AND APEX AND ITS SUPPLIERS DISCLAIM ANY AND ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES WITH RESPECT TO THE SERVICES OR SOFTWARE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. EXCEPT AS MAY BE OTHERWISE SET FORTH IN THE APPLICABLE TERMS OF SERVICE, APEX DOES NOT WARRANT THAT THE SERVICES OR ANY COMPONENT THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE. AS BETWEEN THE PARTIES, CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF ALL DATA USED BY CUSTOMER OR ITS CLIENTS IN CONNECTION WITH THE SERVICES AND ALL DATA, INFORMATION, REPORTS AND OUTPUT OF THE SERVICES. CUSTOMER MAY NOT MAKE ANY WARRANTIES REGARDING THE SERVICES OR ANY COMPONENT THEREOF TO ITS CLIENTS, INCLUDING, WITHOUT LIMITATION, ITS AUTHORIZED EMPLOYERS, OR ANY THIRD PARTY ON BEHALF OF APEX. 3 “Customer Data” means (bi) information or data created or otherwise owned by Customer or its Clients, or licensed by Customer or its Clients from third parties, and input in or otherwise used in conjunction with the hosted software Services provided by Apex under this Agreement (the “ActHosted Services”). In ; or (ii) information or data output generated by the event Hosted Services that during is based on information or data supplied by the term of this AgreementCustomer or its Clients and is specific to the Customer or its Clients, Lonza (i) becomes debarredincluding, suspendedwithout limitation, excludedincluding, sanctionedwithout limitation, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities any information relating to this Agreement;
11.1.7 subject the wages and salaries of employees or contractors of Customer, its Clients or the Authorized Employers, such as, but not limited to, information relating to payment of undisputed invoicesfederal and state withholding, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interestpension or 401(k) contributions, lien flexible spending account or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementbenefit contribution.
Appears in 1 contract
Samples: General Terms
Warranties. 11.1 Lonza warrants that:
11.1.1 5.1 The Seller is a company duly established under the Services shall be performed in a professional laws of the Cayman Islands and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations power and authority to enter into own its assets and perform this Agreement;
11.1.6 Lonza has never been debarred to conduct the business which it conducts and/or proposes to conduct. The Cooperative is a company duly established under the Generic Drug Enforcement Act laws of 1992, 21 U.S.C. Sec. 335a the Netherlands and has the power and authority to own its assets and to conduct the business which it currently conducts.
5.2 The Seller has the power (a) to enter into, exercise its rights and perform and comply with its obligations hereunder and under Clauses 19, 20, 22 and 29 of the Shareholders Agreement (the “Obligations”).
5.3 The Seller has not granted any rights to purchase or otherwise acquire the Membership Interests to anyone but the Purchaser.
5.4 The Seller has not been declared bankrupt (failliet), nor has a suspension of payment (surséance van betaling) been declared, nor have any requests thereto been filed.
5.5 All actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order (a) to enable the Seller to lawfully enter into, exercise its rights and perform and comply with its obligations under this Agreement, and (b) to make this Agreement and the Shareholders Agreement admissible in evidence in the courts of the jurisdiction in which it is incorporated have been taken, fulfilled and done.
5.6 The Seller’s entry into, exercise of its rights and/or performance of or compliance with its respective obligations under this Agreement and the Obligations and the sale of the Membership Interest do not and will not violate or exceed any restriction imposed by (a) any law to which the Seller is subject or (b) (the “Act”). In Seller’s memorandum or articles of association or, as the event that during the term case may be, certificate of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, incorporation or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;bye-laws/statutes.
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer 5.7 The Seller’s obligations under this Agreement shall pass and the Obligations are valid, binding and enforceable.
5.8 The Seller’s entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement and the Obligations and the sale of the Membership Interest do not and will not violate any agreement to which the Seller is a party which is binding on its assets.
5.9 The Membership Interest constitutes the whole membership interest of the Cooperative.
5.10 The Membership Interest has been validly issued, is fully paid up and is free and clear of from any security interestEncumbrances.
5.11 There is no option, right to acquire, mortgage, charge, pledge, lien or other encumbrance form of security or Encumbrance or equity on, over or affecting the Membership Interest and there is no commitment to give or create any Encumbrance on or over the Membership Interest and no person has claimed to be entitled to such Encumbrance.
5.12 The Cooperative has never engaged in favour the carrying on of Lonzaany trade or business or in any activities of any sort except in connection with its incorporation, the appointment of its officers and the filing of documents pursuant to the laws of the Netherlands and accordingly the Cooperative:
5.12.1 does not have, and never has had, any indebtedness, Encumbrances, debentures, guarantees or other commitments or liabilities (past, present or future, actual or contingent) outstanding (save in connection with (x) that certain cost sharing agreement between the Cooperative and an affiliate of Seller, all of which has been or will be fully satisfied prior to or upon the Completion, and (y) the Shareholders Agreement and the Transaction Documents);
5.12.2 does not have, and never has had, any employees;
5.12.3 is not, and has never been, a party to any contract (except for (x) that certain cost sharing agreement between the Cooperative and an affiliate of Seller, which has been or will be terminated upon the Completion, and (y) the Shareholders Agreement and the Transaction Documents to which it is a party);
5.12.4 has never given any power of attorney (save as contemplated by any Transaction Document);
5.12.5 is not, and has never been, a party to any litigation or arbitration proceedings;
5.12.6 is not, and has never been, the lessee of any property; and
11.2 Customer warrants that:5.12.7 save in respect of any Membership Interests, is not and has never been, the owner of, or interested in, any assets whatsoever including, without limitation, the share capital of any other body corporate that is engaging in carrying on any trade or business.
11.2.1 as 5.13 The record books of the date Cooperative have been properly kept, are in its possessions and contain an accurate and complete record of the matters which should be dealt with in those books in accordance with the laws of the Netherlands, and no notice alleging that any of them is incorrect or should be rectified has been received.
5.14 All returns, particulars, resolutions and other documents required to be filed by the Seller under the Applicable Law have been duly filed and all legal requirements in connection with the formation of the Cooperative and issues of its shares have been satisfied.
5.15 The Cooperative’s sole activities have been to acquire and hold the Shares (and activities related thereto) and to maintain its existence as a cooperative, and the Cooperative has no liabilities except (x) related to its ownership of the Shares and as a party to agreements related thereto and (y) incurred in the ordinary course related to maintaining its existence as a cooperative and customary related activities; provided that, for the avoidance of doubt, no representation is made in this Agreement Section 5.15 with respect to Taxes which are exclusively covered in Section 5.16.
5.16 The Cooperative has filed (or has had filed on its behalf) all Tax returns required to have been filed by it and all such Tax returns are true, correct and complete in all respects, and the Cooperative has paid all amounts of Taxes imposed on it that are due and payable prior to the best of the Customer’s knowledge Completion Date (whether or not shown as due and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementowing on such Tax returns).
Appears in 1 contract
Warranties. 11.1 Lonza 12.1 The Service Provider hereby represents and warrants that:to SARS that-
11.1.1 the Services shall be performed in 12.1.1 this Agreement has been duly authorised and executed by it and constitutes a professional legal, valid and workmanlike manner and in accordance with all Applicable Lawsbinding set of obligations on it;
11.1.2 Lonza will 12.1.2 it is acting as a principal and not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Partyas an agent of an undisclosed principal;
11.1.3 except with respect 12.1.3 the execution of this Agreement does not constitute a violation of any statute, judgment, order, decree or regulation or rule of any court, competent authority or arbitrator or competent jurisdiction applicable or relating to the Service Provider, its assets or its business, or its memorandum of incorporation, articles of association or any development services and Engineering Batchesother documents or any binding obligation, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 contract or agreement to which it is a party or by which it or its Affiliate holds assets are bound;
12.1.4 it has not, in submitting its Proposal, breached any third party Intellectual Property Right; and it shall not, in executing the Services breach or infringe any third-party Intellectual Property Right;
12.1.5 it, along with the Service Provider’s Personnel, shall at all necessary times have, and comply with all legal requirements and with the terms and conditions of all permits, approvalsnecessary licenses, certificates, authorisations and consents and licenses to enable it to perform required or given under Applicable Law or under any other applicable jurisdiction for the Services at delivery of the FacilityServices;
11.1.5 12.1.6 it has is familiar with and will comply with Applicable Law as well as the necessary corporate authorizations to enter into and perform this AgreementPersonal Information Processing Addendum;
11.1.6 Lonza has never been debarred under 12.1.7 it is and will, for the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term duration of this Agreement, Lonza remain fully cognisant of and compliant with POPIA, and in this regard, the Service Provider warrants further that: (i) becomes debarredthe Service Provider’s Personnel have been trained on POPIA compliance and are aware of the provisions and implications of POPIA, suspendedand will ensure compliance therewith; and (ii) the Service Provider’s Personnel who may be exposed to Personal Information have agreed to comply with POPIA and completed all necessary written undertakings or agreements with the Service Provider in that regard;
12.1.8 it will, excludedwhen executing an awarded RFX, sanctionedprovide the Services in a cost-effective and expedient manner, thereby ensuring that no unnecessary or otherwise declared ineligible under extraordinary costs are incurred and passed on to SARS;
12.1.9 it acknowledges that time is of the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that essence in the event every RFX, further that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease will ensure all activities relating to this AgreementServices are completed timeously when executing an RFX;
11.1.7 subject to payment 12.1.10 it has in place and will, throughout the duration of undisputed invoicesthe Agreement, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear maintain security safeguards contemplated in section 19 of any security interest, lien or other encumbrance in favour of LonzaPOPIA; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza 12.1.11 no factual circumstances exist that may materially affect its capacity to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into its obligations under this Agreement.
12.2 It is expressly agreed between the Parties that each warranty and representation given by the Service Provider in its Proposal, and in this Agreement, is material to this Agreement and induced SARS to conclude this Agreement.
12.3 By bidding, the Service Provider is deemed to have satisfied itself regarding all conditions affecting this Agreement, and must at all times comply with the manifest intent and obligations of this Agreement.
12.4 The provisions of this Clause shall survive termination of this Agreement.
Appears in 1 contract
Samples: Master Services Agreement
Warranties. 11.1 Lonza 14.1 The Provider warrants to the Customer that:
11.1.1 (a) the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it Provider has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
11.1.6 Lonza (b) the Provider will comply with all applicable English legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and
(c) the Provider has never been debarred or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
14.2 The Provider warrants to the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a Customer that:
(a) or the ROTA Technology and Hosted Services will materially conform with the Services Specification;
(b) it shall provide the Support Services with reasonable skill and care;
(c) it shall use reasonable endeavours to comply with the “Act”). In security measures;
(d) it shall use reasonable endeavours to ensure as far as practicable that the event that during ROTA Technology will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs.
14.3 If the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctionedProvider reasonably determines, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarredany third party alleges, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use of the Hosted Services by Lonza thereof the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the provision of Customer the right to use the Hosted Services infringes any Intellectual Property or other rights of any Third Party; andin accordance with this Agreement.
11.2.3 14.4 The Customer warrants to the Provider that it has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
14.5 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
14.6 Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
Appears in 1 contract
Samples: Master Terms and Conditions
Warranties. 11.1 Lonza 9.1 Wattle warrants that:
11.1.1 9.1.1 it has the right, power, and authority to enter into this Agreement and grant to the Client the rights (if any) contemplated in this Agreement;
9.1.2 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable LawsGood Industry Practice by suitably skilled and qualified personnel;
11.1.2 Lonza will not knowingly include in 9.1.3 the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product Services shall be performed in accordance with cGMP all applicable laws and regulations;
9.1.4 the Services and Deliverables shall, on delivery and for a period of ninety (90) days from acceptance pursuant to clause 4.3, conform to the Specification in all material respects;
9.1.5 the Services and Deliverables (excluding any Client Materials or Third-Party Materials) do not infringe the Intellectual Property Rights of any third party;
9.1.6 the Deliverables will meet not, unless otherwise specified in an SOW, be subject to any open source, “copyleft” or similar licenses that would require, as a condition of use or distribution of them, that they (a) be disclosed in source code form, (b) be licensed for the Specifications purpose of or with the right to create derivative works, or (c) be licensed free of charge; and
9.1.7 the Deliverables shall not at the date point of delivery;delivery to the Client, contain any viruses, Trojan horses, logic bombs, or other similar harmful or malicious computer code or programmes that could cause loss to the Client.
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;9.2 The Client warrants that:
11.1.5 9.2.1 it has the necessary corporate authorizations right, power, and authority to enter into this Agreement and grant to Wattle the rights (if any) contemplated in this Agreement; and
9.2.2 the Client Materials and all other information, documents, materials, data, or other items provided by the Client pursuant to this Agreement shall be complete and accurate in all material respects and do not infringe the Intellectual Property Rights of any third party.
9.3 Subject to the provisions of clause 9.4, Wattle shall, at its option, remedy, re- perform or refund the price of any Services or Deliverables that do not comply with clause 9.1.4, provided that the Client serves a written notice on Wattle promptly on discovery (and in any event within the time period specified in clause 9.1.4) that some or all of the Services or Deliverables (as the case may be) do not comply with clause 9.1.4, and identifying in sufficient detail the nature and extent of the defect(s).
9.4 Wattle shall not be liable for any failure of the Services or the Deliverables to comply with the provisions of clause 9.1 where the same arises directly or indirectly and whether in whole or in part as a result of:
9.4.1 a breach by the Client of any of its obligations under this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act 9.4.2 an event of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the ActForce Majeure; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;or
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as 9.4.3 use of the date Client Materials or Third-Party Materials.
9.5 For the avoidance of doubt, Wattle does not warrant or guarantee that the Deliverables will be entirely bug or error-free on delivery or any time thereafter.
9.6 Except as set out in this Agreement clause 9, Wattle gives no warranty and makes no representations in relation to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance conditions implied by the Supply of the Goods and Services shall not infringe Act 1982 ss 12–16, together with any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives other statutory or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementimplied conditions, warranties, representations, and liabilities, are expressly excluded.
Appears in 1 contract
Samples: Master Services Agreement
Warranties. 11.1 Lonza 7.1 Existing Shareholders and the Company warrant that:
7.1.1 Existing Shareholders and the Company make representations and warranties to Party B according to the terms of Appendix 2 hereto;
7.1.2 Existing Shareholders and the Company acknowledge that Party B’s execution of the Agreement relies on these undertakings as mentioned in Article 5. Each undertaking or warranty shall be deemed independent from others and (unless otherwise expressed) shall not be limited or restricted by any other warranties or undertakings or any other provisions of the Agreement;
7.1.3 Warranties shall be deemed to be made on the basis of the existing facts and circumstances on the date of the Agreement and prior to the Completion Date of Equity Transfer and Capital Increase;
7.1.4 Existing Shareholders undertake to notify Party B in writing immediately when they are aware of any fact or event which may cause any warranty to be untrue or incorrect or misleading in any aspect; and
7.1.5 Existing Shareholders agree to assume all economic and legal liabilities and compensate Party B for any direct or indirect losses in case of breach of their undertakings or Warranties hereunder.
7.2 PAMC Group warrants that:
11.1.1 the Services shall be performed in a professional 7.2.1 Party A and workmanlike manner Party B are entities duly incorporated and existing in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include the laws of the places where they are registered; Party A and Party B are related parties in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested interests and the parties acting in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed concert in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services Agreement; Both the parties shall not infringe any Third share equally the liabilities for payment and others as mentioned herein and guarantee mutually for the liabilities assumed by them.
7.2.2 Execution and performance of the Agreement by Party Intellectual Property rightsA and Party B:
(i) Are within their respective power and business scope;
11.2.2 Customer will promptly notify Lonza (ii) Necessary activities and procedures have been taken, including, but not limited to, authorization, examination, approval, internal decisions and any other approval have been obtained in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that accordance with the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Partylaw; and
11.2.3 Customer (iii) Shall not violate any law or contract binding upon them.
7.2.3 The Agreement shall, once executed, constitute legal and effective obligations binding upon Party A and Party B;
7.2.4 Party A and Party B make undertakings to Party C that they shall abide by all provisions of the Agreement;
7.2.5 Party A and Party B shall assume all economic and legal liabilities and compensate Party C for the losses as a result of their violation of the aforesaid Warranties and undertakings;
7.2.6 If Party A and Party B fail to pay Party C the Total Conversion Price according to Article 6 hereof (except for non-payment under the circumstances as specified in Article 6 hereof), Party C may issue a written notice to Part A and Party B,
(i) Requiring Party A and/or Party B to perform its/their obligations continually; or
(ii) Terminating the Agreement, in which case, Party B shall be entitled to require the Company to refund the Capital Increase Amount paid by Party B, and the Company and Existing Shareholders shall assist in handling all necessary procedures for refunding such Capital Increase Amount paid. After the Company has refunded such Capital Increase Amount paid, Party B shall cooperate with the Company and Existing Shareholders in signing all relevant legal documents and completing all necessary corporate authorizations industrial and commercial procedures and restoring the Company’s registered capital and shareholders’ equity proportion to enter into this Agreementthe original status when the Agreement is signed.
Appears in 1 contract
Samples: Equity Transfer and Capital Increase Agreement (Redgate Media Group)
Warranties. 11.1 Lonza 5.1 The Seller represents and warrants thatto the Buyer as follows:
11.1.1 (a) the Services shall be performed in a professional Seller has obtained all corporate authorisations and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual other applicable governmental, statutory, regulatory or industrial property rights vested in any Third Party;
11.1.3 except with respect other consents, licences, authorisations, waivers or exemptions required to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 empower it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform its obligations under this Agreement;Agreement and the Ancillary Agreements; and
11.1.6 Lonza (b) all of the Shares are fully-paid or properly credited as fully-paid and the Seller is the sole legal and beneficial owner of them free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever.
5.2 The Seller acknowledges that the Buyer has never been debarred under entered into this Agreement and the Generic Drug Enforcement Act Ancillary Agreements in reliance upon the warranties contained in clause 5.1.
5.3 Except as regards the Buyer's and each Buyer Party's representations and warranties in clause 5.4, and except for fraud and deliberate malfeasance, the Seller agrees to waive the benefit of 1992all rights (if any) which the Seller may have against the Company, 21 U.S.C. Sec. 335a or any present or former officer or employee of the Company, on whom the Seller may have relied in agreeing to any term of this Agreement and the Seller undertakes not to make any claim in respect of such reliance.
5.4 The Buyer and each Buyer Party represents and warrants to the Seller as follows:
(a) it has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party;
(b) the Company has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under the Ancillary Agreements to which it is a party; and
(c) there is no agreement (whether in writing or otherwise) or any present intention or negotiations by or on behalf of the “Act”). In Buyer or any member of Buyer's Group, to issue, transfer or otherwise dispose of any equity interest in the event Company, or transfer or otherwise dispose of all or substantially all of the assets of the Company, to a third party.
5.5 The Buyer and each Buyer Party acknowledges that during the Seller has entered into this Agreement and the Ancillary Agreements in reliance upon the warranties contained in clause 5.4.
5.6 Except as regards the Seller's representations and warranties contained in clause 5.1 and except for fraud and deliberate malfeasance, the Buyer and each member of the Buyer's Group that is a party to this Agreement agrees to waive the benefit of all rights (if any) which it may have against the Seller or any member of the Seller's Group or any present or former officer or employee of the Seller or any member of the Seller's Group on whom it may have relied in agreeing to any term of this Agreement and undertakes not to make any claim in respect of such reliance.
5.7 Each of the warranties in this clause 5 shall be construed as a separate warranty and shall not be limited or restricted by reference to or inference from the terms of the other warranty or any other term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 1 contract
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 14.1 The Customer warrants that:
11.2.1 as 14.1.1 it is either the Owner of the date Goods or the authorised agent of this Agreement the Owner of any Goods in respect of which the Customer instructs the Company;
14.1.2 it is authorised to agree to these trading terms and conditions on behalf of any person or company that it represents;
14.1.3 in the event that the Customer acts as the authorised agent of the Owner of the Goods, that the Owner is bound by these standard terms and conditions;
14.1.4 its annual turnover exceeds the thresholds set out in the Consumer Protection Act 68 of 2008 and the National Credit act of 34 of 2005, and, in any event, warrants that is annual turnover exceeds R2 million per annum;
14.1.5 if the Customer is a close corporation or limited liability company, then its members and/or directors personally guarantee, jointly and severally, the due performance of all the obligations of the Customer to the best Company and the representative of the Customer warrants that he is duly authorised to bind such members and/or directors and act as the Customer’s knowledge agent in all his dealings with the Company;
14.1.6 all information provided is accurate and beliefcomprehensive and no necessary or pertinent information has been withheld, and the Customer has indemnifies the Company against all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights claims, penalties, fines, damages (direct and indirect) and expenses arising as a result of any Third Party breach of this undertaking;
14.1.7 the Goods concerned are suitable for the type and mode of carriage contemplated in or on the performance transport device concerned, and that the transport device is in a proper condition to carry the Goods safely and complies with the requirements of all relevant transport authorities and Carriers;
14.1.8 the Goods comply with all relevant laws and regulations;
14.1.9 the Goods are accompanied by all necessary completed documents, save to the extent that the Company has undertaken to prepare or procure this, failing which the Company shall be entitled to withhold delivery until the document has been provided;
14.1.10 the Goods are appropriately stowed, marked, and labelled, and properly packed to withstand handling and storage;
14.1.11 it has the requisite International Maritime Dangerous Goods Code (IMDG) certification to handle hazardous Goods, where applicable.
14.1.12 no claims shall be made against any director, member, servant, employee or agent of the Services Company in their respective personal capacities which imposes or attempts to impose upon them any liability in connection with the rendering of any services which are the subject of these trading terms and conditions or any act or omission arising during the course and scope of their employment, and it hereby waives all and any such claims.
14.2 No warranties or representations by the Company to the Customer shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza be valid or binding unless expressly contained in writing if it receives or is notified of and made by a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision representative of the Services infringes any Intellectual Property or other rights Company with the actual authority of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations Company to enter into this Agreementdo so, in response to a written enquiry specifying accurately and in complete detail what information is required.
Appears in 1 contract
Warranties. 11.1 Lonza Each of the Parties warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations full power and authority to enter into and perform carry out the actions contemplated under this Agreement.
11.2 CSIC warrants to Midatech as follows:
11.2.1 CSIC is the sole legal and beneficial owner of and the registered applicant for the PCT Application free from encumbrances, and at the date hereof it has received no written or oral claims challenging the title to or validity, subsistence, registerability or enforceability of the Application or the PCT Application.
11.2.2 CSIC is the sole legal and beneficial owner of and proprietor of the Intellectual Property Rights, which rights were solely created by the Inventors;
11.1.6 Lonza 11.2.3 CSIC has never been debarred under not entered into and has not committed itself to enter into any written or oral licences, agreements, charges or assignments with any third party in respect of the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this AgreementIntellectual Property Rights;
11.1.7 subject to payment 11.2.4 CSIC has received no written or oral notice from any third party claiming that the use of undisputed invoices, any of the Intellectual Property Rights infringes the rights of any such party;
11.2.5 CSIC has received no written or oral notice from any employee or other person who has created any of the Intellectual Property Rights claiming title to all Product and all New Customer or compensation in respect of any Patent Rights;
11.2.6 there have been no civil, criminal, arbitration, administrative or other proceedings or disputes in any jurisdiction concerning the Intellectual Property provided Rights to Customer under this Agreement shall pass free which CSIC has been a party and clear of that at the date hereof CSIC has no reason to believe that any security interest, lien such proceedings or other encumbrance in favour of Lonzadisputes are pending or threatened; and
11.2 Customer warrants that:
11.2.1 as 11.2.7 CSIC is not a party to any written confidentiality or other agreement which restricts the use or disclosure of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights Rights to Midatech.
11.3 Save as expressly set out in this clause 11, CSIC makes no warranties of any Third Party and kind relating to the performance registrability, validity or enforceability of any of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementRights.
Appears in 1 contract
Samples: Patent and Know How Agreement (Midatech Pharma PLC)
Warranties. 11.1 Lonza 5.1 Each Party warrants that:
11.1.1 to each other Party in respect of itself only that each of the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) following warranties (the “ActParty Warranties”). In the event that during the term of this Agreement) is true, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product accurate and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 not misleading as of the date of this Agreement and will be true, accurate and not misleading on the Ozon (8.91% (BV Ozon LP)) Completion Date by reference to the facts and circumstances subsisting on the Ozon (8.91% (BV Ozon LP)) Completion Date (for this purpose all Party Warranties shall be deemed to be repeated on the Ozon (8.91% (BV Ozon LP)) Completion Date as if any express or implied reference in the Party Warranties to the date of this Agreement was replaced by a reference to the Ozon (8.91% (BV Ozon LP)) Completion Date):
5.1.1 it is a body corporate duly incorporated (or in case of a partnership duly formed) and validly existing under the laws of the place of its incorporation or formation (as applicable);
5.1.2 it has the legal right and the full corporate power and authority to execute, deliver and perform its obligations under this Agreement (and the other agreements to be entered into by it in connection with this Agreement);
5.1.3 it is not subject to an Insolvency Event;
5.1.4 as of the Ozon (8.91% (BV Ozon LP)) Completion Date, it has obtained all authorisations and all other applicable governmental, statutory, regulatory or other consents, clearances, approvals, licences, waivers or exemptions required to empower it to enter into and to perform its obligations under this Agreement (and the other agreements to be entered into by it in connection with this Agreement) and for this Agreement to be duly and validly authorised, executed and delivered by it;
5.1.5 the execution, delivery and performance of this Agreement (and the other agreements to be entered into by it in connection with this Agreement) has been properly authorised by it and does not, and shall not:
(a) contravene any existing Law applicable to it; or
(b) breach the terms of its constitutional documents or by-laws; or
(c) result in a material breach of, or constitute a material default under, any instrument to which it is a party or by which it is bound;
5.1.6 this Agreement (and the other agreements to be entered into by it in connection with this Agreement) constitute a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy, in each case subject to principles of Law of general application limiting obligations;
5.1.7 it has not received any written notice of any actions, claims, proceedings or investigations, which are pending or to the best of the Customer’s its knowledge and belief, the Customer has all the rights necessary to permit Lonza threatened against it or by it that may have a material adverse effect on its ability to perform its obligations under this Agreement (or the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza other agreements to be entered into by it in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into connection with this Agreement).
Appears in 1 contract
Samples: Share Purchase Agreement (Baring Vostok Fund v Nominees LTD)
Warranties. 11.1 Lonza 18.1 TMA represents, warrants thatand covenants to TRE as follows:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it (a) TMA has the necessary corporate authorizations full right and legal authority to enter into and fully perform this AgreementAgreement in accordance with its terms;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (TMA is fully able to grant TRE the “Act”). In the event rights it grants herein and represents that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass these rights are granted free and clear of any security interest, lien or other encumbrance in favour and all claims and encumbrances and that the exercise by TRE of Lonza; andsuch rights will not infringe the rights of any third party;
11.2 Customer warrants that:
11.2.1 as (c) TMA declares that it is authorized to grant the rights of use concerning the date Articles of this Agreement and which are the subject of this Agreement and it vouches for the TRE’s right to the best same.
(d) TMA guarantees that referring to the production, utilization and exploitation of the Customer’s knowledge and beliefArticles, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party manufacture and use required for the performance exploitation of the Services shall Articles as contemplated in this Agreement and attached Addendum have been duly acquired and do not infringe upon any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property personal or other rights of any Third Party; andsoftware utilization by a third party. TMA must hold TRE harmless in this matter from and against claims made by third parties related to third parties holding rights on such Articles.
11.2.3 Customer (e) For the avoidance of doubt all rights wholly controlled by TMA shall be licensed to TRE for use in accordance with this Agreement without charge.
(f) TMA declares and warrants that the rights hereby granted have neither been granted in whole nor in part to a third party, that a third party neither has the necessary corporate authorizations right to exercise them nor has been entrusted with the care of such rights and that TMA will not seek to exploit such rights itself. TMA indemnifies TRE as well as any other party who may obtain the rights granted in this Agreement from claims of a third party, which may be imposed in connection with the utilization of rights granted in this Agreement.
(g) This Agreement when executed and delivered by TMA and TRE will be legal, valid and binding obligations enforceable against TMA in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally;
(h) The execution, delivery and performances of this Agreement by TMA does not and will not violate or cause a breach of any other agreements or obligations to which it is a party or by which it is bound, and no approval or other action by any governmental authority or agency is required in connection herewith;
(i) Each of the foregoing representations, warranties and covenants shall be true at all times. TMA acknowledges that each of such representations, warranties and covenants are deemed to be material and have been relied upon by TRE notwithstanding any investigation made by TRE;
(j) TMA has not entered and will not enter into any agreement, commitment or other arrangement which affects or diminishes any of the rights herein granted to TRE.
(k) The TMA gold master disks will be free from faults, bugs or other defects and capable of performing in accordance with the requirements imposed on developers of games for all formats granted to TRE and, to the extent that TRE is granted the relevant rights.
(l) There is no litigation and TMA is not aware of any pending or threatened litigation in respect of the Articles.
18.2 TRE represents, warrants and covenants to TMA as follows:
(a) TRE has the full right and legal authority to enter into and fully perform this AgreementAgreement in accordance with its terms;
(b) This Agreement when executed and delivered by TRE and TMA will be legal, valid and binding obligations enforceable against TRE in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally;
(c) The execution, delivery and performances of this Agreement by TRE does not and will not violate or cause a breach of any other agreements or obligations to which it is a party or by which it is bound, and no approval or other action by any governmental authority or agency is required in connection herewith;
(d) Each of the foregoing representations, warranties and covenants shall be true at all times. TRE acknowledges that each of such representations, warranties and covenants are deemed to be material and have been relied upon by TMA notwithstanding any investigation made by TMA;
(e) TRE is not entitled to transfer sub-license or assign any rights granted in this Agreement to a third party without TMA’s prior written consent (such consent not to be unreasonably withheld).
Appears in 1 contract
Warranties. 11.1 Lonza 5.1 The Customer warrants and represents that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) it will comply with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders (collectively, Anti-Corruption and Trade Laws) in the jurisdictions that apply directly or indirectly to the Twilio Services, including the United States;
(b) it has not made, offered, promised to make, or authorized any payment or anything of value in violation of Anti-Corruption and Trade Laws. The Customer shall promptly notify the Supplier in writing of any actual or potential breach of Anti-Corruption and Trade Laws in connection with the use of the Twilio Services and take all appropriate steps to remedy or resolve such breach, including any steps requested by the Supplier or Twilio. If applicable, the Customer represents and warrants that it has obtained, and will continue to obtain, all licences or other authorisations required to export, re-export, or transfer the Twilio Services. The Customer represents and warrants that it and its Authorised Users are not on any government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (the “Act”collectively, Sanctions Lists). In the event that during the term of this Agreement, Lonza The Customer will immediately (i) becomes debarreddiscontinue its use of the Twilio Services if it is placed on any Sanctions List and (ii) remove its Authorised Users' access to the Twilio Services if those Authorised Users become placed on any Sanctions List. The Customer represents and warrants that it has not, suspendedand that it will not, excludedexport, sanctionedre-export, or otherwise declared ineligible under transfer the Act; Lonza agrees Twilio Services to promptly notify Customer. Lonza also agrees that in an entity on any Sanctions List without prior authorization from the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under applicable governmental authority.
5.2 The Supplier may terminate the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement immediately upon written notice to the best Customer if the Customer is in breach of its obligations in Section 5.1. The Customer acknowledges that the Customer’s knowledge and belief's account for any Twilio Services may be blocked if it is operating in a country or region prohibited under Section 5.1, in which event the Customer has all the rights necessary will receive notice of its account being inoperable when it attempts to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza log into its account in writing if it receives such prohibited country or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementregion.
Appears in 1 contract
Samples: End User Terms
Warranties. 11.1 Lonza warrants AG and IATM warrant severally and on behalf of the IATM Group that:
11.1.1 , to the Services shall be performed in a professional best knowledge of AG and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include IATM respectively, in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services case of the Intellectual Property, both as at the Effective Date and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications as at the date of deliverytransfer into the sole ownership of AV plc, and in the case of the Improvements by the IATM Group to be transferred hereunder, as at the said date of transfer:
11.1.1 subject to AV plc's interest as a co-owner of the Intellectual Property and except in respect of the Third Party Owned IP, one or more members of the IATM Group is or are the unencumbered owners of the Intellectual Property and the said Improvements;
11.1.4 it 11.1.2 the validity of the Intellectual Property or its Affiliate holds all necessary permitsthe said Improvements or the title or right of the IATM Group thereto is not and has not been under challenge;
11.1.3 the use of the Intellectual Property or the said Improvements does not infringe any third party rights, approvalsand the Intellectual Property or rights in the said Improvements are not being and have not been infringed by any third party; provided however and solely for the purpose of this Article 11.1, consents "to the best knowledge of AG and licenses to enable it to perform IATM respectively" shall mean the Services knowledge of Xxxxx Xxxxxxxxxx and Xxxxx Xxxx only.
11.2 AG and IATM warrant severally and on behalf of the IATM Group both as at the Facility;
11.1.5 it has Effective Date and as at the necessary corporate authorizations to enter date of transfer into and perform sole ownership of AV plc (other than transfers in compliance with this Agreement;
11.1.6 Lonza has never been debarred under ) that none of the Generic Drug Enforcement Act Intellectual Property owned by the IATM Group, as the IATM Group was constituted at the time of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Spin Off Agreement, Lonza (i) becomes debarredhas been transferred either wholly or partly into the ownership of any third party, suspendednor is any additional consent required for transfer of ownership of the Intellectual Property further to such consent as was required at the date of the Spin Off Agreement, excludednor has any part of the Intellectual Property been charged since the date of the Spin Off Agreement by any member of the IATM Group, sanctionedpast or present.
11.3 If IATM is for any reason in breach of the warranty at 11.2, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Actthen without limiting its other liability for such breach, it shall promptly cease all activities relating use its best commercial efforts to this Agreement;
11.1.7 subject rectify the situation leading to payment of undisputed invoices, title such breach in order to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 achieve the same objective as of if the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall said breach had not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementoccurred.
Appears in 1 contract
Samples: Acquisition of Intellectual Property Rights (Iat Multimedia Inc)
Warranties. 11.1 Lonza Supplier represents and warrants thatas follows:
11.1.1 8.1 Supplier's performance of Services and delivery of Deliverables pursuant to this Agreement does not and will not violate any applicable law, rule, or regulation (including without limitation any applicable import or export regulation and any licensing or permitting requirement) or breach any other agreement to which Supplier is a party or bound.
8.2 Supplier has full authority and sufficient rights to grant and convey the rights granted to Customer or any entity in the Customer System under Section 8 hereof or any SOW.
8.3 Supplier will deliver the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza the highest industry standards. All Services will not knowingly include conform with the applicable performance standards and service levels set forth in this Agreement, or incorporated by reference in the Manufacturing Process applicable SOWs, to the reasonable satisfaction of Customer.
8.4 All Deliverables (including any elements that infringe any such intellectual computer program licensed to Customer or industrial property rights vested developed or modified by Supplier for Customer or an entity in any Third Party;
11.1.3 except the Customer System under this Agreement and associated documentation) will conform with respect to any development services the applicable specifications and Engineering Batches, requirements set forth or incorporated by reference in the manufacture of Product shall be performed in accordance with cGMP applicable SOWs and will meet perform to the Specifications at reasonable satisfaction of Customer for a period of 90 days following the date end of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) Acceptance Period (the “Act”"Warranty Period"). If Customer notifies Supplier in writing of a breach of the foregoing warranty during the Warranty Period, Supplier will promptly remedy such breach at no additional expense to Customer. In the event that during Supplier, after using best efforts, is unable to remedy such breach within 30 days of notification, then Customer, in addition to any other remedies it may have, may return the term Deliverable for a full refund of this Agreementfees and expenses paid for such Deliverable and related Services. Notwithstanding the foregoing, Lonza (i) becomes debarred, suspended, excluded, sanctioned, Supplier has no obligation or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided liability to Customer under this warranty to the extent that a breach of this warranty results from: (a) Customer's use of such Deliverable without the written approval of Supplier (such approval not to be unreasonably withheld or delayed) and in a manner inconsistent with Customer’s intended use or reasonable foreseeable use at the time as contemplated by the applicable SOW is entered; and (b) alterations or modifications made to such Deliverable by Customer without the written approval of Supplier and that were not part of Customer’s intended or reasonable foreseeable use at the time the applicable SOW was entered into.
8.5 Each item of equipment provided, supplied and installed by Supplier pursuant to this Agreement shall pass free will be in good working order when installed and clear ready for use to the reasonable satisfaction of Customer. Supplier will promptly make all adjustments, repairs and replacements necessary to correct any security interest, lien or other encumbrance defects in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as any equipment for which it is providing maintenance under this Agreement. Customer’s use and possession of the date of this Agreement to the best of the Customer’s knowledge and beliefequipment supplied by or through Supplier may not be interrupted or otherwise disturbed by Supplier or any person, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of firm or enterprise at any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives time controlled by or is notified of retained by Supplier or asserting a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property under or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementthrough Supplier.
Appears in 1 contract
Samples: Master Services Agreement
Warranties. 11.1 Lonza warrants that:14.1 HLH warrants, represents and undertakes to the Council that:-
11.1.1 the Services shall be performed in a professional 14.1.1 HLH has full capacity and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations authority to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under 14.1.2 the Generic Drug Enforcement Act of 1992HLH Obligations will be performed in compliance with all applicable laws, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreementenactments, Lonza (i) becomes debarredorders, suspendedregulations, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreementand other similar instruments;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and 14.1.3 the performance of the Services HLH Obligations shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights Rights of any Third Party; and
11.2.3 Customer 14.1. 4 as at the date of execution of this Agreement by HLH, there is no material outstanding litigation, arbitration or other disputed matters to which HLH is a party, which may have a material adverse effect upon the fulfilment of HLH’s liabilities, responsibilities or obligations pursuant to this Agreement.
14.2 HLH Subsidiary warrants, represents and undertakes to the Council that:-
14.2.1 HLH Subsidiary has full capacity and authority to enter into this Agreement;
14.2.2 HLH Subsidiary will make use of the necessary corporate authorizations Collections Intellectual Property in compliance with all applicable Laws;
14.2.3 subject to clause 14.1.4, HLH Subsidiary’s use of the Collections Intellectual Property shall not infringe any Intellectual Property Rights of any Third Party; and
14.2.4 as at the date of execution of this Agreement by HLH Subsidiary, there is no material outstanding litigation, arbitration or other disputed matters to which HLH Subsidiary is a party, which may have a material adverse effect upon the fulfilment of HLH Subsidiary’s liabilities, responsibilities or obligations pursuant to this Agreement.
14.3 HLH Subsidiary shall be entitled to issue to the Council a request for records (which are not held by HLH or HLH Subsidiary and/or to which HLH and/or HLH Subsidiary do not have access in terms of this Agreement) relating to the Collections Intellectual Property; the Council shall use best endeavours to provide HLH Subsidiary with all such relevant records, or copies of them.
14.4 HLH Subsidiary shall not be liable to the Council for any breach of the warranty under paragraph 14.2.3, to the extent that such breach arises as a result of the failure of the Council to meet its obligations under clause 14.3.
14.5 The Council warrants, represents and undertakes to each of HLH and HLH Subsidiary that the Council has full capacity and authority to enter into this Agreement.
Appears in 1 contract
Samples: Collections Agreement
Warranties. 11.1 Lonza 5.1 Each party represents and warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations right and authority to enter into and perform its obligations under this Agreement;.
11.1.6 Lonza has never been debarred under 5.2 Sprinklr warrants that during the Generic Drug Enforcement Act Term, when used by Customer as expressly permitted hereunder, the Platform shall substantially conform to the User Guides and shall perform in all material respects in accordance with the terms of 1992, 21 U.S.C. Sec. 335a (a) this Agreement and each Order Form or (b) (the “Act”)SOW. In the event Customer determines that during the term Platform has not met the foregoing warranty, Customer shall give Sprinklr prompt notice of this Agreementthe deficiency, Lonza including details sufficient to allow Sprinklr to replicate the deficiency, and in such event Sprinklr will use commercially reasonable efforts to remedy the identified deficiency. If Sprinklr does not remedy the deficiency, either party may terminate the affected Order Form or SOW and in such case Sprinklr will refund to Customer the amount of any pre-paid Fees for the period after termination as its exclusive remedy. This warranty does not cover any problem with or damage to the Platform to the extent caused by: (i) becomes debarredCustomer’s negligence, suspendedabuse, excludedmisuse, sanctionedimproper handling and/or use, (ii) modifications by anyone other than Sprinklr or otherwise declared ineligible under its Contractors; (iii) failure to operate the ActPlatform in accordance with the User Guides; Lonza agrees to promptly notify Customer. Lonza also agrees that or (iv) a Force Majeure Event.
5.3 To the maximum extent permitted by law, the sole and exclusive warranties and warranty remedies are set forth in this section and, except as expressly stated in this agreement, the event that it becomes debarredSprinklr Services, suspendedincluding all functions thereof, excludedare provided on an "as is" basis, sanctioned, without representations or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear warranties of any security interestkind whatsoever, lien whether express, implied, oral or other encumbrance in favour written, including without limitation, accuracy of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and beliefcontent, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives non-infringement, non- interference, merchantability or is notified of fitness for a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property particular purpose or that the use by Lonza thereof for the provision of the Sprinklr Services infringes any Intellectual Property will be uninterrupted, timely or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementerror-free.
Appears in 1 contract
Samples: Master Services Agreement
Warranties. 11.1 Lonza 8.1 The Customer warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 (a) it has the necessary corporate authorizations full capacity and authority to enter into and perform this Agreement;Agreement and that this Agreement is executed by a duly authorised representative of the Customer; and
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to Core, any materials reasonably necessary for the “Act”). In the event that during the term fulfilment of all its obligations under this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that including any third- party licences and consents in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights respect of any Third Party Software.
8.2 Core warrants and represents that:
(a) it has the performance full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of Core;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable Core to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Managed Services, and Core shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached; and
(c) it will comply with all applicable laws in performing its obligations under this Agreement.
8.3 Except for any warranties expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Customer’s use of the Services is at its own risk. Core does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 Save only as may be provided for otherwise under any Scope of Works, Core makes no warranty or representation of any data backup with the Services. The Customer is responsible for all database and/or system back-ups as required before any change is carried out.
8.5 Core warrants that the Managed Services will be performed with all reasonable skill and care and that it will be provided in accordance with the Scope of Works and the terms and conditions of this Agreement.
8.6 The warranty in Clause 8.5 shall not infringe apply to the extent of any Third Party Intellectual Property rights;non-conformance that is caused by use of the Managed Services contrary to Core's instructions.
11.2.2 Customer will promptly notify Lonza 8.7 Core shall not in writing any circumstances be liable under the warranties in this Clause 8 if it receives or is notified of a formal written claim from a Third Party can demonstrate that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision any failure of the Services infringes to comply with such warranties was caused or contributed to by any Intellectual Property Relief Event.
8.8 If the Managed Services do not conform with the warranty in Clause 8.5, Core shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or other rights provide the Customer with an alternative means of any Third Party; andaccomplishing the desired performance.
11.2.3 8.9 Notwithstanding the foregoing, Core does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
8.10 The Customer hereby warrants that it has the necessary corporate authorizations not been induced to enter into this AgreementAgreement by any prior representations, nor has it relied on any oral representation made by Core or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by Core.
Appears in 1 contract
Samples: Master Services Agreement
Warranties. 11.1 Lonza warrants 16.1 Each party warrants, represents and undertakes that:
11.1.1 16.1.1 it has full capacity and authority to enter into and to perform this Contract; and
16.1.2 this Contract is executed by a duly authorised representative of that party.
16.2 The Supplier warrants, represents and undertakes that, for the Services duration of the Contract:
16.2.1 it shall be performed perform, and procure the performance by Supplier Personnel, of its obligations under this Contract in a professional and workmanlike manner and in accordance compliance with all Applicable Laws;
11.1.2 Lonza will 16.2.2 without prejudice to the generality of clause 16.2.1 of these General Terms, it shall not, and shall procure that Supplier Personnel do not, unlawfully discriminate within the meaning and scope of any Applicable Laws relating to equality and discrimination (whether in race, gender, religion, disability, sexual orientation or otherwise) in employment;
16.2.3 the provision of the Services, and the use of them by the Met Office, shall not knowingly include infringe the Intellectual Property Rights or other proprietary rights of any third party;
16.2.4 it shall at all times comply with the provisions of the Human Rights Xxx 0000 in the Manufacturing Process any elements that infringe any performance of this Contract, and shall undertake, or refrain from undertaking, such intellectual or industrial property rights vested in any Third Partyacts as the Met Office requests so as to enable the Met Office to comply with its obligations under the Human Rights Xxx 0000;
11.1.3 except with respect 16.2.5 it has, and will continue to hold, all approvals, consents, licences, regulatory approvals, permits, concessions, certificates and statutory agreements required from any development services competent authority or third party necessary to perform its obligations under this Contract;
16.2.6 there are and Engineering Batches, the manufacture of Product shall be performed no actions, suits or proceedings or regulatory investigations pending or, to the Supplier's knowledge, threatened against or affecting that party before any court or administrative body or arbitration tribunal that might affect the ability of that party to meet and carry out its obligations under this Contract;
16.2.7 it shall discharge its obligations under this Contract using Supplier Personnel of required skill, experience and qualifications to perform tasks assigned to them;
16.2.8 it shall, and shall procure that Supplier Personnel shall, discharge the obligations under this Contract with all due skill, care and diligence including in accordance with cGMP and will meet the Specifications at the date of deliveryGood Industry Practice;
11.1.4 16.2.9 it has notified the Met Office in writing of any Occasions of Tax Non-Compliance and any litigation in which it is involved that is in connection with any Occasion of Tax Non- Compliance;
16.2.10 it is validly incorporated and/or registered, organised and subsisting in accordance with the laws of its place of incorporation and/or registration;
16.2.11 all written statements and representations in any written submissions made by the Supplier as part of the procurement process regarding this Contract and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Contract or to the extent that the Supplier has otherwise disclosed any change to the Met Office in writing prior to the Commencement Date;
16.2.12 it is not subject to any contractual obligation, compliance with which is likely to have a materially adverse effect on its Affiliate holds all necessary permits, approvals, consents and licenses to enable it ability to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer its obligations under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of LonzaContract; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement 16.2.13 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the Customerwinding 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 knowledge and beliefassets or revenue.
16.3 In addition to the above, the Customer has all the rights necessary to permit Lonza to perform Supplier warrants, represents and undertakes that:
16.3.1 the Services without infringing will conform with all descriptions and specifications provided to the Intellectual Property rights of any Third Party and Met Office by the performance of the Services shall not infringe any Third Party Intellectual Property rightsSupplier;
11.2.2 Customer will promptly notify Lonza in writing if 16.3.2 it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof shall devote such time as shall be necessary for the full and proper provision of the Services infringes to the satisfaction of the Met Office;
16.3.3 it shall give to the Met Office's Designated Representative such written or oral advice, information, evaluation or report regarding the Services (or any Intellectual Property or other rights part thereof) as the Met Office's Designated Representative shall reasonably require;
16.3.4 it shall obey all lawful and reasonable directions of the Met Office's Designated Representative and abide by the terms of any Third Partyrelevant Met Office internal policy or procedure;
16.3.5 it shall not introduce or permit the introduction of any Malware into the Met Office's information technology systems and when the Services are provided to the Met Office that the Services shall be free from all Malware and that for this purpose, the Supplier warrants that it shall, prior to delivery of the Services and as an enduring obligation throughout the Term, use comprehensive and up-to-date screening software from an industry accepted vendor for such Malware;
16.3.6 it shall not in any way destroy, damage or corrupt any software or data on the Met Office's information technology systems; and
11.2.3 Customer has 16.3.7 it shall not attempt to access, use or interfere with the necessary corporate authorizations Met Office's information technology systems, records or data without the Met Office's prior written consent. The Supplier shall (and shall procure that any of its sub-contractors and the Supplier's Personnel) shall comply with any policies and agreements governing access to enter the Met Office's systems, records and/or data.
16.4 The Met Office’s rights under this Contract are in addition to the statutory conditions implied in favour of the Met Office by the Sale of Goods Xxx 0000, the Supply of Goods and Services Xxx 0000 and any other applicable statute in force from time to time.
16.5 Save as expressly provided in this Contract, no representations, warranties or conditions are given or assumed by the Met Office in respect of any information which is provided to the Supplier by the Met Office and all such representations, warranties or conditions are hereby excluded, save to the extent that such exclusion is prohibited by Applicable Law.
16.6 The Supplier shall:
16.6.1 at all times allocate sufficient resources with the appropriate technical expertise to provide the Services in accordance with this Contract;
16.6.2 fully co-operate with the Met Office in all matters relating to the Services, and comply with all instructions of the Met Office and provide all reasonable information, advice and assistance in connection with the Services to any of the Met Office's other suppliers;
16.6.3 ensure that neither it, nor any Supplier Personnel, embarrasses the Met Office or otherwise brings the Met Office into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Met Office, regardless of whether or not such act or omission is related to the Supplier’s obligations under this AgreementContract;
16.6.4 ensure that any documentation and training provided by the Supplier to the Met Office is comprehensive, accurate and prepared in accordance with Good Industry Practice;
16.6.5 notify the Met Office in writing within ten (10) Business Days, or such shorter time period specified elsewhere in this Contract, of any actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, initiated, brought or threatened against it that might affect its ability to perform its obligations under this Contract.
Appears in 1 contract
Warranties. 11.1 Lonza 6.1 The Vendor represents, warrants thatand undertakes to and with the Purchaser that each of the statements set out below is true and accurate:
11.1.1 6.1.1 The Vendor is the Services shall be performed in a professional beneficial owner of the Sale Shares, free and workmanlike manner clear of all or any all Encumbrances. The Vendor has the absolute and unconditional right to sell and deliver the Sale Shares to the Purchaser in accordance with the terms of this Agreement.
6.1.2 The Loan is due and payable and is valid and subsisting and free from all Applicable Laws;
11.1.2 Lonza or any Encumbrances. The Vendor shall procure that the Loan will not knowingly include be repaid prior to Completion.
6.1.3 The Vendor has not assigned or created any security interest whatsoever in relation to or over the Loan and has all the right, authority and power to assign its benefit in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested Loan in the manner contemplated hereunder.
6.1.4 All information contained in this Agreement (including the Recitals) is true and accurate in all respects and not misleading in any Third Party;respect.
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it 6.1.5 The Vendor has the necessary corporate authorizations legal right and full power and authority to enter into and perform this Agreement, and any other documents to be executed by it pursuant to or in connection with this Agreement, which when executed will constitute valid and binding obligations on it, in accordance with their respective terms;
11.1.6 Lonza has never 6.1.6 All approvals, registrations and filings with the relevant authorities necessary for the Vendor to enter into this Agreement, and any other documents to be executed by it pursuant to or in connection with this Agreement, and to perform its obligations thereunder, and for the Purchaser to be able to enforce such obligations, have been debarred under obtained;
6.1.7 The execution and delivery of, and the Generic Drug Enforcement Act performance by the Vendor of 1992its obligations under, 21 U.S.C. Sec. 335a this Agreement, and any other documents to be executed by it pursuant to or in connection with this Agreement, will not and are not likely to:
(a) result in a breach of, require any consent under or give any third party a right to terminate, accelerate or modify, or result in the creation or enforcement of any Encumbrance under, any agreement, license or other instrument;
(b) result in any breach of its charter, articles of association, certificate of limited partnership, limited partnership agreement or any other similar constitutional or organizational document; or
(c) result in a breach of any law or regulation or any judgment, order, decree or directive of any court, governmental agency or regulatory body to which he/it is a party or by which it or any of its assets are bound.
6.2 The Vendor acknowledges that the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under Purchaser has entered into this Agreement shall pass free in reliance upon the Warranties and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use been induced by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations them to enter into this Agreement.
6.3 The Vendor represents and warrants to the Purchaser that each of the Warranties will be true, accurate and not misleading as of the Completion Date, as if each of them had been repeated at the Completion.
6.4 Each Warranty shall be separate and independent and, save as expressly provided to the contrary, shall not be limited by reference to or inference from any other warranty or any other term of this Agreement.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (Man Sang Holdings Inc)
Warranties. 11.1 Lonza warrants 8.1 Each Party warrants, undertakes and represents to the other that:
11.1.1 8.1.1 it has and will continue to have throughout the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering BatchesTerm, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoicesfull right, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations authority to enter into this Agreement and perform its obligations hereunder; and
8.1.2 the officer signing this Agreement has full power and authority to enter into this Agreement on its behalf and thereby to bind it.
8.2 You warrant, undertake and represent that you:
8.2.1 own or have obtained (and have paid for) and will maintain all necessary licences, consents, rights and/or waivers required for us to use the Advertiser Materials during the Term. For the avoidance of doubt, this includes the delivery and/or display of all material provided to us by you or on your behalf hereunder;
8.2.2 will comply at all times with the Applicable Regulations;
8.2.3 will, without limitation to the generality of clause 8.2.2 of these General T&Cs, ensure that the Advertiser Infrastructure, the Products, the Prizes and the Advertiser Materials are:
8.2.3.1 safe;
8.2.3.2 in a good state of repair;
8.2.3.3 fit for their intended purpose;
8.2.3.4 fully compliant with the Applicable Regulations; and
8.2.3.5 in the case of the Products, fit for human consumption where applicable.
8.2.4 will not undertake or authorise any ‘flyposting’ to be undertaken in contravention of the Town and Country Planning Act (Control of Advertisement Regulations 1989) and will immediately remove any such advertising undertaken or arranged by you upon it being brought to your attention. You will be liable to us for all costs we incur in the removal of all such posters and/or fines and/or payments that we are required to pay (if any);
8.2.5 will not make and will ensure that none of your directors, officers or Personnel make any statement or do any act which may reasonably be regarded as bringing us, any Global Company, the Audio Campaign, Digital Campaign, the DAX Campaign, the Outdoor Campaign and/or any Talent and/or any partner or client of ours into disrepute;
8.2.6 will at all times act in an open manner and in the utmost good faith and will provide us with any information that we may reasonably request in connection with our activities hereunder; and
8.2.7 will inform us immediately upon becoming aware of any fact, matter or circumstance which might make any of the warranties, undertakings and/or representations above untrue, inaccurate or misleading or which might affect our ability to perform our obligations or exercise our rights pursuant to this Agreement. You will, where applicable, provide such documentation as we require evidencing compliance with the same.
Appears in 1 contract
Samples: Terms and Conditions
Warranties. 11.1 Lonza 7.1 The Recruitment Business warrants to StatusCake that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 7.1.1 it has the necessary corporate authorizations to enter into all power and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations authority to enter into this Agreement;
7.1.2 it will use best endeavours to ensure the accuracy and completeness of any information it supplies to StatusCake;
7.1.3 it will ensure compliance with the Agreement;
7.1.4 it will not introduce to StatusCake any Candidate in relation to whom it is aware of any matter that might reasonably deter StatusCake from offering employment to such Candidate;
7.1.5 it will only communicate in carrying out the Services with employees of StatusCake who have been identified to the Recruitment Business as dealing with a particular recruitment activity and will not in particular make contact in any way whatsoever with any other employee or contractor of StatusCake without express written consent from a member of StatusCake’s board of directors;
7.1.6 any screening and selection of candidates by the Recruitment Business on behalf of StatusCake will be in accordance with all applicable laws, standards and regulations;
7.1.7 it shall comply with any requirements contained in the Regulations;
7.1.8 it shall provide the Services with all reasonable skill, care and diligence, and in accordance with best industry practice;
7.1.9 it can perform its obligations under this Agreement;
7.1.10 if at any time during this Agreement, the Recruitment Business becomes aware of anything that may prevent it from performing its obligations hereunder, the Recruitment Business shall immediately (but in any event no later than twenty-four (24) hours after becoming aware of the same) notify StatusCake in writing of the same and StatusCake shall upon receipt of such notification be entitled to terminate this Agreement forthwith; and that
7.1.11 it shall not allow any director, employee, officer, agent, shareholder and/or sub-contractor to make any defamatory or derogatory statements or take part in any activities in any manner which might, in the reasonable opinion of StatusCake, be or likely to be derogatory to or detrimental to the reputation, image or goodwill of StatusCake.
Appears in 1 contract
Samples: Agency Services Agreement
Warranties. 11.1 Lonza
8.1 The Customer warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 (a) it has the necessary corporate authorizations full capacity and authority to enter into and perform this AgreementAgreement and that this Agreement is executed by a duly authorised representative of the Customer;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (it has the “Act”). In authority to grant any rights to be granted to Ultima under this Agreement and it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to Ultima and any of its subcontractors, any materials reasonably necessary for the event that during the term fulfilment of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible all its obligations under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject (c) Ultima's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials supplied by the Customer (including any hardware or software supplied by the Customer to payment of undisputed invoicesUltima for such use) shall not cause Ultima to infringe the rights, title to all Product and all New Customer including any Intellectual Property provided to Customer under this Agreement shall pass free and clear Rights, of any security interest, lien or other encumbrance in favour of Lonzathird party; and
11.2 Customer (d) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by Ultima or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by Xxxxxx.
8.2 Ultima warrants that:
11.2.1 as of (a) it has the date of full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of Ultima;
(b) it owns or has obtained valid licences, consents, permissions and rights to the best enable Ultima to comply with this Agreement and to use any of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and Ultima shall not breach the provisions of any Third Party such necessary licences, consents, permissions and rights or cause the performance same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the Customer's use of any Ultima materials, including any materials supplied by Ultima to the Customer (but excluding any third-party materials), shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Customer’s use of the Services shall is at its own risk. Ultima does not infringe make, and hereby disclaims, any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives and all other express and/or implied warranties, statutory or is notified otherwise, including, but not limited to, warranties of merchantability, fitness for a formal written claim particular purpose and any warranties arising from a Third Party that Customer Information and/or Customer Intellectual Property course of dealing, usage, or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementtrade practice.
Appears in 1 contract
Samples: Services Agreement
Warranties. 11.1 Lonza Each of the parties warrants that:
11.1.1 to the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements other that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into full legal power, authority and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations right to enter into this Agreement and to perform its obligations under this Agreement. It is acknowledged and agreed by Aston and the Company that this Agreement provides for the carrying out of research and/or the use of materials whose properties and safety may not have been established and that specific results are not guaranteed and that any results, materials, information or Resulting IPR or Background IPR provided under this Agreement are provided ‘as is’. Limitation of Liability Neither party limits its liability for: death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors; or fraud by it or its employees; or breach of any obligation as to title implied by statute; or any other act or omission, liability for which may not be limited under Applicable Law. Subject to paragraph 16.1 neither party will be liable to the other for Economic Loss; and Anti Bribery Each party will: comply with Anti Bribery Law; not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act if such activity, practice or conduct had been carried out in the UK; have and will maintain in place, its own policies and procedures, including Adequate Procedures, to ensure compliance with Anti Bribery Law and this clause 17, and will enforce them where appropriate; and procure and ensure that all of its Associated Persons comply with this clause 17. The Company will comply with Xxxxx’s policy on Bribery Prevention, Gifts and Hospitality. If either party of Aston or the Company breaches this clause 17 then, without prejudice to any other rights or remedies, the other party may immediately terminate this Agreement on written notice to the party in breach. Modern Slavery The parties will comply with the Modern Slavery Act 2015 and all associated regulations. The parties agree not to engage in any practice or conduct which would constitute an offence under the Modern Slavery Act 2015. Breach of this clause 18 will be deemed a material breach of this Agreement. Prevent The Company acknowledges that Aston is subject to the requirements of Prevent and the Company (acting reasonably) will assist and cooperate, wherever possible, with Aston to enable Aston to comply with its obligations under Prevent. Freedom of Information The Company acknowledges that Aston is subject to the requirements of the FOIA and the EIR, and the Company will assist and co-operate with Aston (on request and at each party’s own expense) to enable Aston to comply with the information disclosure requirements imposed on it by the FOIA and/or the EIR as the case may be. Data Protection24 Part 5 will apply to this Agreement in respect of compliance with Data Protection Laws. Force Majeure Neither party will be liable to the other to the extent that it is unable to perform its obligations by reason of Force Majeure provided the party so unable to perform promptly notifies the other of the Force Majeure and its causes. If a Force Majeure continues for more than 3 months, a party in receipt of a notice pursuant to paragraph 22.1 may terminate this Agreement by giving 30 days’ notice to the other. The party serving such notice to terminate may withdraw the same if the Force Majeure ceases during the 30 day notice period. In calculating whether a Force Majeure has continued for 3 months there will be ignored any period or periods totalling 1 month or less during the 3 month period during which the party serving the notice under paragraph 22.1 was able to fulfil its obligations under this Agreement.
Appears in 1 contract
Samples: Studentship Agreement
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with this Agreement (including all Appendices hereto) and Applicable Laws;
11.1.2 subject to the provisions set out in clause 2.2 and clause 7.3.3, the manufacture of Product shall be performed in accordance with Applicable Law and cGMP and the Products will, at the date of delivery, meet the Specifications;
11.1.3 to the best of Lonza’s knowledge and as on the Effective Date of this Agreement, the use by Lonza of the Manufacturing Process will not infringe any rights (including without limitation any intellectual or industrial property rights) vested in any Third Party, and Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except ; provided however that Lonza gives no warranty that the use by Lonza including its Affiliates of the Manufacturing Process in association with respect to Forty Seven Materials and/or Forty Seven Information in undertaking the Services shall not infringe any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of deliveryThird Party intellectual or industrial property rights;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it or such Affiliate to perform the Services to be performed by it or such Affiliate, as applicable, at the FacilityFacility (subject always to Clause 11.2.3) or such other Lonza facility where the Parties may agree in writing that Product may be manufactured;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under as on the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term Effective Date of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; including its Affiliates have not been debarred by a Regulatory Authority nor have debarment proceedings against Lonza agrees to including its Affiliates been commenced. Lonza will promptly notify CustomerForty Seven in writing if any such proceedings have commenced or if Lonza including its Affiliates is debarred by a Regulatory Authority. Lonza also agrees that in ln the event that it becomes debarred, suspended, excluded, sanctioned, Forty Seven receives such notice from Lonza or otherwise declared ineligible under becomes aware that Lonza including its Affiliates is debarred by a Regulatory Authority, then Forty Seven shall have the Actright to terminate this Agreement in accordance with clause 14.2.1 and in such an event the Forty Seven shall pay to Lonza of all accrued and unpaid obligations up to the date of termination, it shall promptly cease all activities relating to this Agreementthe extent not previously been paid by Forty Seven;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass to Forty Seven as set forth in Clause 7.1 free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.1.8 each employee of Lonza, a Lonza Affiliate and/or each External Laboratory who will receive or have access to Forty Seven Information or who will perform services will be subject to written obligations (i) to assign to Lonza any and all right, title and interest in and to all Intellectual Property developed by such employee or External Laboratory in connection with the performance of services in accordance with this Agreement and (ii) to protect the Forty seven Information in accordance with terms at least as protective of the Forty seven Information as the terms of this Agreement, in each case prior to the earlier of any disclosure of Forty Seven Information to such employee or External Laboratory or the commencement of any such performance by such employee or External Laboratory. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
11.2 Customer Forty Seven warrants that:
11.2.1 as of the date of this Agreement to the best of the CustomerForty seven’s knowledge and beliefknowledge, the Customer Forty Seven has all the rights necessary to permit Lonza and its Affiliates to perform the Services in accordance with the terms of this Agreement without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rightsParty;
11.2.2 Customer Forty Seven will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Forty Seven Information and/or Customer Forty Seven Background Intellectual Property, Forty Seven Materials, New Forty Seven Intellectual Property, the Cell Line, and/or any and all other information, materials and Intellectual Property supplied by or on behalf of the Forty Seven, or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party;
11.2.3 to the best of Forty Seven’s knowledge, Forty Seven has all the rights necessary to provide, and permit Lonza and its Affiliates and the External Laboratories to use for the purposes of this Agreement, the Forty Seven Information, Forty Seven Background Intellectual Property, Forty Seven Materials, New Forty Seven Intellectual Property, the Cell Line (subject to the terms of the GS Licence) and any and all other information, materials and Intellectual Property supplied by or on behalf of the Forty Seven, and that the use of anything referred to in this clause 11.2.3 will not infringe the Intellectual Property rights of any Third Party; and
11.2.3 Customer 11.2.4 Forty Seven has the necessary corporate authorizations to enter into this Agreement.
11.2.5 as on the Effective Date of this Agreement, Forty Seven including its Affiliates have not been debarred by a Regulatory Authority nor have debarment proceedings against Forty Seven including its Affiliates been commenced. Forty Seven will promptly notify Lonza in writing if any such proceedings have commenced or if Forty Seven including its Affiliates is debarred by a Regulatory Authority.
Appears in 1 contract
Samples: Assigned Capacity and Manufacturing Agreement (Forty Seven, Inc.)
Warranties. 11.1 Lonza Licensor warrants that:
11.1.1 and represents that it owns exclusively, or is the Services shall be performed exclusive licensee, of all of the television exhibition rights herein specified in a professional each Program and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it Licensor has the necessary corporate authorizations right to enter into and perform this Agreement;
11.1.6 Lonza has never Agreement and to grant Licensee the rights and license herein provided. Licensor is liable for damages for breach of any warranty herein made by Licensor. Licensor further warrants and represents that all necessary rights have been debarred under cleared and that the Generic Drug Enforcement Act Licensee may exercise the Rights granted to it herein without payment of 1992any additional fees or expenses to any third party, 21 U.S.C. Sec. 335a (a) or (b) (subject to the “Act”). In the event that during the term terms of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza . Licensee agrees to promptly notify Customer. Lonza also agrees that cooperate fully with Licensor on the terms and conditions separetly agreed in the event defense of adjustment of all claims. Licensee represents and warrants that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer It has the necessary corporate authorizations full power and authority to enter into this Agreement and that the performance of its obligations under this Agreement will oČeská televize not conflict with its charter, by-laws or obligation under any other agreement. Licensee further represents and warrants that upon signature hereof, this Agreement will be a valid, binding and enforceable Agreement against it. Each party shall indemnify and hold the other party, its parent, subsidiary and affiliated companies and their respective officers, agents, directors and employees, harmless from any and all claims, damages, liabilities, costs and expenses (Including reasonable legal fees) arising out of the breach by the Indemnifying party of any warranty, representation, or covenant, as applicable, or other material term or provision of this Agreement; provided that the other party promptly notifies the Indemnifying party in writing of any claim or litigation to which this indemnification applies and that the Indemnifying party shall have the right to assume the defense of any such claim or litigation. Should Special Terms specify that Licensee is granted exclusive Rights for the Program(s) In the Territory, Licensor may nevertheless grant rights for the Program(s) to third parties, provided that, as may be the case, the broadcast region for which rights are granted only Incidentally lap over the Territory or that the broadcast language and transmission process for which rights are granted differ from those granted to Licensee under provisions of Article 2 here-above or that tapes, discs, DVD or other items deriving from the Program(s) distributed be recorded In another language that the one granted to Licensee.
Appears in 1 contract
Samples: Programme Licence Agreement
Warranties. 11.1 Lonza 13.1 The Content Provider warrants and undertakes to VGSL and Vodafone that:
11.1.1 13.1.1 it has full right and authority to enter into this Master Agreement and any Contract and that its entry into this Master Agreement and any Contract does not breach any third party’s rights or any other agreement to which it is a party;
13.1.2 it shall implement and comply with any Guidelines provided from time to time by VGSL or any other Vodafone Group Company to the Services Content Provider which relate to:
13.1.2.1 content standards (including anti-social, adult, fraudulent, unlawful or otherwise inappropriate content) and, in particular, shall be performed in a professional and workmanlike manner and clearly classify the Content in accordance with all Applicable Lawsthe adult content classification framework criteria agreed between the Content Provider and VGSL;
11.1.2 Lonza will not knowingly include in 13.1.2.2 access or use of the Manufacturing Process Directory by Customers (including anti-social, fraudulent, underage, unlawful or improper use); or
13.1.2.3 the Vodafone Network and/or any elements that infringe any such intellectual or industrial property rights vested in any Third Partymobile device;
11.1.3 except with respect to any development services and Engineering Batches13.1.3 it shall not act in a way which shall impair or put in jeopardy the operation of the Directory, the manufacture Vodafone Network, any mobile device or any part of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of deliverythem;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 13.1.4 it has the necessary corporate authorizations licences, consents, permissions or approvals to enter into operate and perform this Agreementto grant Vodafone the rights to use the Content, the Marketing Materials and the Content Provider Marks in accordance with the terms of a Contract;
11.1.6 Lonza has never been debarred 13.1.5 it shall use reasonable skill and care in carrying out its obligations and exercising its rights under a Contract and/or this Master Agreement; and
13.1.6 it shall comply with all applicable laws and regulations when performing its obligations under this Master Agreement and/or a Contract.
13.2 The Content Provider warrants and undertakes to VGSL and Vodafone that the Generic Drug Enforcement Act Content shall:
13.2.1 be of 1992satisfactory quality and be kept fresh, 21 U.S.C. Sec. 335a updated and current (awith reference to the nature of the Content’s subject matter) and shall not be factually inaccurate;
13.2.2 not infringe any third party’s rights (including Intellectual Property Rights);
13.2.3 not offend taste or (b) (the “Act”). In the event that during the term of this Agreementdecency, Lonza (i) becomes debarrednor be defamatory, suspendedobscene, excludedracist, sanctionedmaterially inaccurate, be so violent, or abusive in nature as to be reasonably likely to cause serious offence in Vodafone’s opinion, or otherwise declared ineligible under the Act; Lonza agrees be in breach of any applicable law, regulation or code of conduct or result in Vodafone or any Vodafone Group Company being in breach of any law;
13.2.4 not result in Vodafone or any other Vodafone Group Company being held to promptly notify Customer. Lonza also agrees that carry out any regulated activity in the event applicable Territory including but not limited to any gambling service, betting service or lottery (where “regulated activity” means any activity requiring specific governmental authorisation or license, other than the provision of telecommunications or electronic communications services);
13.2.5 not contain any content that it becomes debarred, suspended, excluded, sanctionedpromotes a Competitor or criticises Vodafone or any other company within the Vodafone Group, or otherwise declared ineligible under bring Vodafone Group Companies into disrepute or damages the Actreputation or goodwill of Vodafone, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear or any other Vodafone Group Company or any trade mxxx of any security interest, lien or other encumbrance Vodafone Group Company in favour any of Lonzathe Territories; and
11.2 Customer warrants that:
11.2.1 as 13.2.6 not contain any computer viruses, logic bombs, trojan horses and/or any other items of software which would disrupt the proper operation of the date of this Agreement to the best of the Customer’s knowledge and beliefDirectory, the Customer Vodafone Network or any mobile device.
13.3 VGSL warrants and undertakes that it has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party full right and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations authority to enter into this Master Agreement. Each Vodafone Group Company which executes the Contract Acceptance Notice warrants and undertakes that it has full right and authority to execute that Contract Acceptance Notice.
13.4 The Parties acknowledge that their respective obligations and liabilities are exhaustively defined in each Contract and this Master Agreement (as the context requires) and that to the extent permitted by law, the express obligations and warranties provided in each such Contract and this Master Agreement are in lieu of and to the exclusion of any warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or provided. or services performed under or in connection with each such Contract and/or this Master Agreement including (without limitation) as to the condition, quality, performance, satisfactory quality or fitness for the purpose.
13.5 Save as otherwise notified to the Content Provider, VGSL shall act as the single point of contact between the Content Provider and each Vodafone Group Company entering into a Contract including, without limitation, in respect of any claims made by the Content Provider or such a Vodafone Group Company under this Master Agreement or any Contract.
Appears in 1 contract
Samples: Master Global Content Agency Agreement (Mandalay Media, Inc.)
Warranties. 11.1 Lonza warrants So long as we are indebted to you, we warrant, represent and agree that:
11.1.1 A. the Services value of our inventory in which you have a security interest shall be at least A. One Million Dollars 1,000,000.00
B. the value of our personal property and inventory in which you have a security interest shall be at least $ 2,000,000 ***Two Million Dollars
C. all security interests granted by us to you or caused by us to be granted to you are and will be first security interests on the property described in any and all documents pursuant to which such grant has been made ( except insofar as we have notified you to the contrary in writing),
D. the property covered by all security agreements delivered or caused to be delivered by us to you 15 solely owned by us or the party described in such security agreement:
E. the property covered by all security agreements delivered or caused to be delivered by us to you is free and clear of all liens, encumbrances, security interests and adverse claims other than created by such security agreements.
F. the property covered by all security agreements delivered or caused to be delivered by us to you is kept in good condition and repair, is not subject to waste, will not (except for sales of inventory in the ordinary course of business) be sold, transferred or assigned or removed from the premises described in this Security Agreement without first obtaining your prior written consent.
G. all accounts will have been created by absolute sales of our merchandise of services, will be genuine, bonafide and collectible, and we will have and convey good unencumbered and absolute title to our account debtors free of all third party claims:
H. accounts will not be subject to any dispute, right of offset, counterclaim, or right of cancellation (except as such returns may be accepted pursuant to Paragraph 10 herein):
I. at the time of creation of accounts, all property giving rise to our accounts will have been delivered to, and unconditionally accepted by each account debtor:
J. we will have performed in a professional and workmanlike manner and in accordance with all Applicable Lawsthings required of us by the terms of all agreements or purchase orders giving rise to all accounts;
11.1.2 Lonza K. all accounts will not knowingly include in be due and unconditionally payable on terms of thirty (30) days or less, or on such other terms (as are acceptable to you) which are expressly set forth on the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Partyface of all invoices, copies of which shall be delivered to you, and no account will then be past due;
11.1.3 except L. all facts, figures and representations given or caused by us to be given to you in connection with respect the value of the property given to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it you as security or its Affiliate holds all necessary permits, approvals, consents and licenses regarding each advance or account or pertaining to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer anything done under this Agreement shall pass free be true and clear correct,
M. our books and records fully and accurately reflect all of our assets and liabilities (absolute and contingent), are kept in the ordinary course of business in accordance with generally accepted accounting principles consistently applied and all information contained therein is true and correct;
N. the fair market value of the property covered by all security agreements delivered by us to you, is and shall at all times be, not lass than the price which we paid therefor (less normal depreciation caused by ordinary wear and tear) and as represented to you;
O. we will not borrow any money except under this Agreement without first obtaining your prior 0. written consent;
P. we will not sell or assign any of our accounts or pisd9a, encumber, hypothecate, mortgage otherwise create or grant any security interest on any of our property except to you;
Q. all taxes of any security interestgovernmental or taxing authority due of payable by, lien or other encumbrance imposed, levied or assessed against us, have been paid and shall be paid in favour of Lonza; and
11.2 Customer warrants thatfull before delinquency:
11.2.1 R. there are no actions or proceedings pending by or against us before any court or administrative agency. and there are no pending, threatened, or known to be imminent litigation, governmental investigations, or claims, complaints, or prosecutions involving us except as of the date of this Agreement heretofore disclosed in writing to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rightsyou;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that S. we have the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations legal power and authority to enter into this AgreementAgreement and to perform and discharge our obligations hereunder,
T. if we are a corporation, we will do all things necessary to preserve our good standing in any state in which we are incorporated and do business.
U. every payment falling due on accounts assigned to you will be duly paid and received by us on or before the earlier of ninety (90) days from the date of each invoice or sixty (60) days from the due date of each invoice ,and
V. We will not move the location of our business from 13000 S. Spring Street Los Angeles, CA, and will riot move our invexxxxx xxxx xxx xxxxxxxxx xxxxxx xx xxxibit 'A' without thirty (30) days prior written notice to you,
Appears in 1 contract
Warranties. 11.1 Lonza warrants that:
11.1.1 11.1. Each of Customer and Content Square represent and warrant that (i) it is a business duly incorporated, validly existing, and in good standing under the Services shall be performed in a professional laws of its state of incorporation; (ii) it has all requisite corporate power, and workmanlike manner authority to execute, deliver, and perform its obligations under this Agreement; (iii) the execution, delivery, and performance of this Agreement has been duly authorized by it and this Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors’ rights generally and by general equitable principles; and, (iv) it shall comply with all Applicable Laws;
11.1.2 Lonza will not knowingly include in applicable federal, state, local, or other laws and regulations applicable to the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services performance by it of its obligations under this Agreement and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds obtain all necessary applicable permits, approvals, consents and licenses to enable required of it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform in connection with its obligations under this Agreement;.
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec11.2. 335a (a) or (b) (the “Act”). In the event Content Square warrants that during the term of this Agreement, Lonza (i) becomes debarredthe CS Solution, suspendedas available to Customer, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Additional Services shall not infringe upon any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property copyright, patent, trade secret, or other rights of any Third Partyproprietary right; and
11.2.3 Customer (ii) it has the necessary corporate authorizations expertise to enter provide the CS Solution and Addition Services in a competent, workmanlike, and professional manner; and (iii) it will not knowingly introduce any computer viruses, malware, or similar malicious software into this AgreementCustomer’s computing and network environment and shall take reasonable steps to ensure such viruses are not introduced through the CS Solution.
11.3. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY SET OUT ABOVE IN THIS SECTION 11, CONTENT SQUARE MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL OTHER, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE CS SOLUTION, SCRIPTS, DOCUMENTATION, OR ADDITIONAL SERVICES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FOR THE AVOIDANCE OF DOUBT, CONTENT SQUARE DOES NOT WARRANT THAT THE CS SOLUTION, SCRIPTS, DOCUMENTATION, OR ADDITIONAL SERVICES WILL MEET CUSTOMER NEEDS, BE ERROR FREE, OR THAT THE OPERATION OF THE CS SOLUTION WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORM THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES.
11.4. SUBJECT TO THE SUPPORT SERVICE, ACCESS TO THE CS SOLUTION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT TO THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CONTENT SQUARE SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT HAS FULL KNOWLEDGE OF THE CHARACTERISTICS AND CONSTRAINTS OF THE INTERNET AND IN PARTICULAR THAT INFORMATION AND DATA TRANSMISSION, AND ANTI-INTRUSION SYSTEMS, HAVE A LIMITED RELIABILITY AND TECHNICAL SAFETY LEVEL.
Appears in 1 contract
Samples: Master Service Agreement
Warranties. 11.1 Lonza 14.1 The Provider warrants to the Customer that:
11.1.1 (a) the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it Provider has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
11.1.6 Lonza (b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and
(c) the Provider has never been debarred or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
14.2 The Provider warrants to the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a Customer that:
(a) or the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;
(b) the Hosted Services will be free from Hosted Services Defects;
(c) the “Act”). In application of Updates and Upgrades to the event Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services;
(d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(e) the Platform will incorporate security features reflecting the requirements of good industry practice.
14.3 The Provider warrants to the Customer that during the term of Hosted Services, when used by the Customer in accordance with this Agreement, Lonza (i) becomes debarredwill not breach any laws, suspendedstatutes or regulations applicable under Australian law.
14.4 The Provider warrants to the Customer that the Hosted Services, excluded, sanctioned, or otherwise declared ineligible under when used by the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Customer in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to accordance with this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing will not infringe the Intellectual Property rights Rights of any Third Party and person under any applicable law.
14.5 If the performance of the Services shall not infringe Provider reasonably determines, or any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or third party alleges, that the use of the Hosted Services by Lonza thereof the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the provision of Customer the right to use the Hosted Services infringes any Intellectual Property or other rights of any Third Party; andin accordance with this Agreement.
11.2.3 14.6 The Customer warrants to the Provider that it has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
14.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
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Samples: Service Agreement
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 14.1 The Customer warrants that:
11.2.1 as 14.1.1 it is either the Owner of the date Goods or the authorised agent of this Agreement the Owner of any Goods in respect of which the Customer instructs the Company;
14.1.2 it is authorised to agree to these trading terms and conditions on behalf of any person or company that it represents;
14.1.3 in the event that the Customer acts as the authorised agent of the Owner of the Goods, that the Owner is bound by these standard terms and conditions;
14.1.4 its annual turnover exceeds the thresholds set out in the Consumer Protection Act 68 of 2008 and the National Credit act of 34 of 2005, and, in any event, warrants that is annual turnover exceeds R3 million per annum;
14.1.5 if the Customer is a close corporation or limited liability company, then its members and/or directors personally guarantee, jointly and severally, the due performance of all the obligations of the Customer to the best Company and the representative of the Customer warrants that he is duly authorised to bind such members and/or directors and act as the Customer’s knowledge agent in all his dealings with the Company;
14.1.6 all information provided is accurate and beliefcomprehensive and no necessary or pertinent information has been withheld, and the Customer has indemnifies the Company against all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights claims, penalties, fines, damages (direct and indirect) and expenses arising as a result of any Third Party breach of this undertaking;
14.1.7 the Goods concerned are suitable for the type and mode of carriage contemplated in or on the performance transport device concerned, and that the transport device is in a proper condition to carry the Goods safely and complies with the requirements of all relevant transport authorities and Carriers;
14.1.8 the Goods comply with all relevant laws and regulations;
14.1.9 the Goods are accompanied by all necessary completed documents, save to the extent that the Company has undertaken to prepare or procure this, failing which the Company shall be entitled to withhold delivery until the document has been provided;
14.1.10 the Goods are appropriately stowed, marked, and labelled, and properly packed to withstand handling and storage;
14.1.11 it has the requisite International Maritime Dangerous Goods Code (IMDG) certification to handle hazardous Goods, where applicable.
14.1.12 no claims shall be made against any director, member, servant, employee or agent of the Services Company in their respective personal capacities which imposes or attempts to impose upon them any liability in connection with the rendering of any services which are the subject of these trading terms and conditions or any act or omission arising during the course and scope of their employment, and it hereby waives all and any such claims.
14.2 No warranties or representations by the Company to the Customer shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza be valid or binding unless expressly contained in writing if it receives or is notified of and made by a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision representative of the Services infringes any Intellectual Property or other rights Company with the actual authority of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations Company to enter into this Agreementdo so, in response to a written enquiry specifying accurately and in complete detail what information is required.
Appears in 1 contract
