Common use of Warranties Clause in Contracts

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.)

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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 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 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 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 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 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 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 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 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 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 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 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 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 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 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

Samples: Service Agreement, Definitions & Interpretation

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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 12.1 The persons signing this Agreement on behalf of a Party expressly warrant their authority to do so. 12.2 The Service Provider warrants and represents that: 11.1.1 12.2.1 it holds the absolute legal and beneficial title in and to the Services shall be performed in a professional and workmanlike manner has the unfettered right to supply and in accordance with all Applicable Lawsprovide them and to 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 12.2.2 it has the necessary corporate authorizations skills, qualifications expertise, financial resources, Personnel, capacity, knowledge, experience, resources, equipment, and infrastructure to enter into and perform this provide the Services as required by the Agreement; 11.1.6 Lonza has never been debarred 12.2.3 it will not represent itself as an entity or affiliate of the University, nor trade under the Generic Drug Enforcement Act designation “Wits Shop”. The Service Provider undertakes to use its own business trading name and to represent itself at the Online Store/Pop-up/ Satellite Store, in all communications, publications, promotional material, and notices as “An Authorised Retailer of 1992Wits Branded merchandise”. For the avoidance of doubt, 21 U.S.C. Secthe Service Provider acknowledges and accepts that it is a separate and distinct legal entity from the University and that it will ensure that in facilitating the relationship between the University Community and other customers, through the provision of the Services it will not do and/or omit to do and/or make any representations that will adversely affect the University and its brand, this includes but is not limited to representing and/or creating the perception that it is anything more than authorised management retail company to the University. 12.2.4 it will use reputable suppliers that meet the requirements as described in this Agreement. 335a (a) The Service Provider undertakes to ensure that the third-party merchandise complies with the University’s quality and brand standards and guidelines; 12.2.5 it use Commercially Reasonable Efforts to prevent the unauthorised sale or (b) (distribution of Wits branded merchandise by third parties; 12.2.6 it and its Personnel, vendors, suppliers and/or subcontractors engaged to provide items or the “Act”). In the event that during the term of Services under this Agreement, Lonza (i) becomes debarredhas and will maintain all the skills, suspendedexperience, excludedand qualifications to provide the Services contemplated by the Agreement, sanctionedincluding any required training, registration, certification or otherwise declared ineligible under licences. 12.2.7 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 such membership is current and valid and will be maintained for the Act; Lonza agrees duration of the Agreement; 12.2.8 it holds, and will hold throughout this Agreement, all licences, certificates, permits, consents, 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 to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer 12.2.9 in fulfilling its obligations under this Agreement shall pass free and clear Agreement, it will not infringe the intellectual property rights of any security interestthird party and/or of the University; 12.2.10 it has had an opportunity to seek independent legal advice as to the nature, lien effect and extent of this Agreement, and to the rights created and extinguished by this Agreement; 12.2.11 it agrees that the University has not made any promise, representation or inducement, or been party to any conduct material to the entry of the Service Provider into this Agreement, other encumbrance than those matters set out in favour of Lonzathis Agreement; and 11.2 Customer warrants that12.2.12 it is aware that the University is relying upon these warranties in executing this Agreement and it will comply with all applicable legislation in performing its obligations pursuant to this Agreement, including but not limited to: 11.2.1 as of the date of this Agreement 12.2.12.1 legal and regulatory compliance relating 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 rightsretail sector management; 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: Integrated Retail Management and Brand Licensing Agreement

Warranties. 11.1 Lonza Debtor hereby warrants and agrees that: 11.1.1 (a) Debtor has unencumbered fee simple title to the Services shall be performed in a professional Collateral and workmanlike manner the right to give this Security Agreement, and in accordance with Debtor will defend Secured Party's title to the Collateral against all Applicable Lawsclaims and demands of all persons at any time claiming the same or any interest therein; 11.1.2 Lonza (b) Debtor will not knowingly include file a UCC-1 statement on the Collateral in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested office of the Clerk of Superior Court of Xxxxx County, Georgia; (c) Debtor will keep and maintain the Collateral at Debtor's place of business indicated, unless Secured Party shall otherwise consent in any Third writing; (d) Debtor has full title to the Collateral and will at all times keep the Collateral free of all liens and claims whatsoever, other than the security interest hereunder and a UCC-1 statement filed in favor of Secured Party; 11.1.3 except with respect to any development services and Engineering Batches(e) No prior Financing Statement, other than the manufacture of Product shall be performed UCC-1 statement provided for 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 paragraph (b) (the “Act”). In the event that during the term of this AgreementItem 1, Lonza covering any of the Collateral is on file in any public office, and Debtor will, from time to time, on the request of Secured Party, execute such Financing Statement and other documents (iand pay the costs of filing or recording the same in all public offices deemed necessary by Secured Party) becomes debarredto secure the payment of the Liabilities; (f) Until the Note has been paid in full, suspendedDebtor will not sell, excluded, sanctionedtransfer, or otherwise declared ineligible under dispose of any of the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in Collateral or any interest therein except 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 this Agreementprior written consent of Secured Party; 11.1.7 subject to payment (g) Debtor will at all times keep the Collateral in first-class order and repair, except any loss, damage or destruction which is fully covered by proceeds 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 Lonzainsurance; and 11.2 Customer warrants that: 11.2.1 (h) Debtor will at all times keep the Collateral insured against loss, damage, theft and other risks, in such amounts, companies and under such policies and in such form, all as shall be reasonably satisfactory to Secured Party, which policies shall provide that loss there under shall be payable to Secured Party, as its interest may appear and Secured Party may apply any proceeds of such insurance which may be received by it for payment of the date Liabilities, whether or not due, in such order of this Agreement to the best application as Secured Party may determine, and such policies or certificates of the Customer’s knowledge and beliefinsurance shall, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third if Secured 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 so requests, be deposited with Secured Party; and 11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.

Appears in 1 contract

Samples: Loan Agreement

Warranties. 11.1 Lonza 19.1 Unifiber shall, at its own expense, obtain all permits and licenses, pay all fees, where required by any law or regulation applicable to the Access and the Services, Unifiber’s performance under this Agreement, or to Unifiber as an employer. Unifiber hereby certifies compliance with all such laws. Operator reserves the right to ask Unifiber to deliver a copy of such permits or licenses at any time. 19.2 Unifiber warrants thatthat the Access will be granted and the Services will be performed: 11.1.1 the Services shall be performed in a professional and workmanlike manner and (a) in accordance with all Applicable LawsGood Industry Practice; 11.1.2 Lonza will not knowingly include (b) in conformity with the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Partyterms and conditions of this Agreement and its Annexes; 11.1.3 except with respect (c) using appropriately qualified, experienced and competent personnel. 19.3 Each Party represents and warrants to any development services the other Party that, on the Contract Date: (a) it is a corporation validly organised and Engineering Batches, existing and in good standing under the manufacture laws of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of deliveryBelgium; 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 (b) it has the necessary corporate authorizations full capacity and authority to enter into and to perform this Agreement; 11.1.6 Lonza has never been debarred under (c) this Agreement is executed by a duly authorised representative of that Party; (d) the Generic Drug Enforcement Act of 1992execution, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term delivery, and performance of this Agreement has been duly authorised by all necessary corporate action; (e) this Agreement has been duly executed, and constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms; (f) it has the right, power, and authority to perform its obligations under this Agreement; and (g) there are no actions, Lonza (i) becomes debarred, suspended, excluded, sanctionedsuits or proceedings or regulatory investigations pending, or otherwise declared ineligible under to that Party’s knowledge, threatened against that Party that might adversely affect the Act; Lonza agrees ability of the Party 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 meet and all New Customer Intellectual Property provided to Customer carry out its obligations 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 that are unknown to the best of other Party. 19.4 Each Party shall notify 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 other 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 fail(s) or is notified anticipated to fail to meet the warranties contained in this article 19as soon as reasonably practicable upon discovery of a formal written claim from a Third such failure. 19.5 Each Party that Customer Information and/or Customer Intellectual Property shall through all its contacts with customers and third parties safeguard the other Party’s brand name and any future brand name as well as its reputation its products or that the use by Lonza thereof for the provision employees. Any action or activity in violation with this article 20.5 is considered an Event 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 AgreementDefault.

Appears in 1 contract

Samples: Master Services Agreement

Warranties. 11.1 Lonza 10.1 Each Party warrants and undertakes to the other Party that: 10.1.1 it has the right, power and authority to enter into this Addendum and to perform its obligations under this Addendum; 10.1.2 to its knowledge there are no threatened or pending or actual court or regulatory actions, suits, or proceedings against or affecting that Party which might affect the ability of that Party to meet and carry out its obligations under this Addendum; 10.1.3 it is financially solvent and able to perform all of its obligations under this Addendum; and 10.1.4 entering this Addendum will not cause that Party to be in breach of any other contract to which it is a Party or to be in breach of any statutory or other legal requirement. 10.2 Client further warrants that: 11.1.1 10.2.1 the Services shall Shared Personal Data has been, and will continue to be performed in a professional collected, processed, and workmanlike manner and transferred in accordance with all the Data Protection Laws as applicable to that Shared Personal Data; 10.2.2 where Client or Company seek to rely on the consent of a Data Subject in order to Process the Shared Personal Data, such consents have been recorded accurately, and evidence of such consents, and the applicable privacy notice and fair Processing information, have been provided to the Company together with the Shared Personal Data; and 10.2.3 where the Shared Personal Data includes Personal Data that has been received by Client from a third party, or has been Processed by a third party on behalf of Client, it has in place arrangements with those third parties which are adequate to permit Client to share the Shared Personal Data with the Company, and for the Company to Process such data for the purposes of the Principal Agreement, and otherwise in accordance with this Addendum. 10.3 Company further warrants that it will: 10.3.1 process the Shared Personal Data in accordance with the Data Protection laws as applicable to that Shared Personal Data; 10.3.2 not retain, use, or disclose Shared Personal Data for any purpose other than for the limited and specific Business Purpose of performing the services specified in the Principal Agreement, or as otherwise permitted or required by Applicable Laws; 11.1.2 Lonza will 10.3.3 not knowingly include combine Shared Personal Data received from or on behalf of Client with Personal Data received or collected in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested other contexts in any Third Partymanner that does not comply with Applicable Laws; 11.1.3 except 10.3.4 notify Client if it can no longer meet its obligations under the CCPA. 10.3.5 notify Client of such engagement, and implement procedures so that any third party it authorizes to have access to the Shared Personal Data, including Contracted Processors, will respect and maintain the confidentiality and security of the Shared Personal Data, including complying with respect to any development services and Engineering Batchesthe same restrictions placed on Company under the CCPA. Any person acting under the authority of the Company, the manufacture of Product including a Contracted Processor, shall be performed in accordance with cGMP and will meet obligated to process the Specifications at Shared Personal Data only on instructions from Company. This provision does not apply to persons authorized or required by law or regulation to have access to the date of deliveryShared Personal Data; 11.1.4 it or 10.3.6 use its Affiliate holds all necessary permits, approvals, consents and licenses reasonable efforts to enable it provide requested assistance 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 Client regarding compliance efforts as required 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 LonzaData Protection Laws; and 11.2 Customer warrants that: 11.2.1 as of 10.3.7 process the date of this Agreement to Shared Personal Data solely consistent with 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 Principal Agreement. 10.4 If Company is acting as a Contractor as defined under the CCPA, Company certifies that it understands the restrictions required under the CCPA and will comply with them.

Appears in 1 contract

Samples: Data Privacy & Security

Warranties. 11.1 12.1 Lonza warrants and agrees that: 11.1.1 12.1.1 the Services shall be performed in a professional accordance with the terms of this Agreement and workmanlike manner all Applicable Laws and with reasonable skill and care; 12.1.2 the Facility will at all times be maintained as required under the Scope of Work, including any maintenance recommended by manufacturers of Capital Equipment, staffed with appropriately trained and qualified personnel and will be operated with reasonable skill and care in accordance with all Applicable Laws; 11.1.2 12.1.3 as of the Effective Date, to the best of Lonza’s knowledge and belief, the use by Lonza of the any Lonza Intellectual Property used in performing the Services (including Lonza Information or Lonza Background Intellectual Property), if any, for the performance of the Services as provided herein shall not infringe any Third Party Intellectual Property rights; 12.1.4 Lonza will not knowingly include promptly notify Customer in writing if it receives or is notified of a formal written claim from a Third Party that Lonza Information, Lonza Background Intellectual Property, New Customer Intellectual Property or New General Application Intellectual Property or that the Manufacturing Process use by Lonza thereof for the provision of the Services infringes any elements that infringe any such intellectual Intellectual Property or industrial property other rights vested in of any Third Party; 11.1.3 12.1.5 except with respect to any development services and Engineering BatchesBatches or any other special batch circumstances mutually agreed to by the parties, the manufacture of Product shall be performed in accordance with cGMP and the Quality Agreement and will meet the Specifications at the date of delivery; 11.1.4 12.1.6 it or its Affiliate performing Services holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;; and 11.1.5 12.1.7 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 12.2 Customer warrants and agrees that: 11.2.1 12.2.1 as of the date of this Agreement Effective Date, to the best of the Customer’s its knowledge and belief, the use by Lonza of the Customer has all the rights necessary to permit Lonza to perform Information, Customer Materials and Customer Background Intellectual Property for the Services without infringing (including the Intellectual Property rights of any Third Party and the performance manufacture of the Services Product) shall not infringe any Third Party Intellectual Property rights; 11.2.2 12.2.2 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 Information, Customer Background Intellectual Property, New Customer Intellectual Property or New General Application 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 12.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Aurinia Pharmaceuticals Inc.)

Warranties. 11.1 Lonza (a) TRX warrants that: 11.1.1 the (i) It possesses all necessary authority to enter into this Agreement, and that by so doing it does not violate any other agreements to which it is a party; and (ii) The Services shall will be performed in a professional and workmanlike manner and shall conform in accordance all material respects with all Applicable Laws; 11.1.2 Lonza will the service requirements set forth in this Agreement including, without limitation, those set forth in Exhibits A and C. TRX shall not knowingly include or negligently engage in the Manufacturing Process hidden city ticketing, beyond point ticketing, cross-border ticketing and speculative or abusive bookings or other violations of 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 airlines’ Conditions of Carriage, tariffs and Engineering Batches, the manufacture of Product other rules and regulations. TRX 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 not perform the Services at so as to knowingly and negligently be the Facility; 11.1.5 it has sole cause of Expedia incurring any loss of revenue or costs not contemplated by the necessary corporate authorizations to enter into and perform nature of this Agreement;. The breach of the warranty set forth in the previous sentence will not be the basis for Expedia terminating this Agreement; and 11.1.6 Lonza has never been debarred (iii) The Services will be performed by employees of TRX acting within the scope of their employment who have signed confidentiality agreements with TRX (with appropriate acknowledgments of confidentiality) substantially in the form attached as Exhibit I; and (iv) In providing Services to Expedia Travel customers and any other persons or entities, TRX shall make no representations nor undertake any obligations on behalf of Expedia concerning the Services and/or any other Expedia products or services beyond those expressly made or undertaken by Expedia Travel and communicated to Expedia Travel customers on the Expedia Travel web site. TRX, including all of TRX’s employees and temporary employees, shall conform to all applicable laws and government rules and regulations. TRX assumes all responsibility for providing any training that may be required to ensure compliance with such legal requirements. TRX shall offer to Expedia Travel customers only those Services authorized by this Agreement, advising customers requesting other services that Expedia Travel does not provide such services, and then documenting and advising Expedia of all such requests; and (v) Any and all software and materials TRX publishes or uses: in providing the Services under this Agreement do not and will not infringe any intellectual property rights owned by Expedia or any other person or entity including, but not limited to, any copyright, patent, trademark or trade secret; and (vi) Except as otherwise provided in this Agreement, TRX will not reproduce, sell, publish, or in any manner commercially exploit the Generic Drug Enforcement Act Expedia® name or any information or derivatives of 1992information acquired in connection with its provision of Services or allow such reproduction, 21 U.S.C. Secsale, publication or exploitation by any employee or person retained for the purpose of providing such services except as agreed to in writing by Expedia; and (vii) Prior to the commencement of the work to be performed hereunder and throughout the entire performance by TRX, TRX shall procure and maintain insurance adequate to cover any and all liability which TRX may incur as a result of the performance of work included in this Agreement. 335a Such insurance shall be in a form and with insurers acceptable to Expedia, and shall comply with the following minimum requirements: (aA) or Commercial General Liability insurance of the Occurrence Form, with policy limits of not less than * combined single limit each occurrence for Bodily Injury and Property Damage combined, and * Personal and Advertising Injury Limit. (bB) (the “Act”)Professional Liability And Errors & Omissions Liability Insurance with policy limits of not less than * each claim with a deductible of not more than * Such insurance shall include coverage for infringement of proprietary rights of any third party, including without limitation copyright, trade secret and trademark infringement as related to TRX’s performance under this Agreement. In the event that during Throughout the term of this Agreement, Lonza the Professional Liability And Errors & Omissions Liability Insurance retroactive coverage date will be no later than the Effective Date of this Agreement. Upon expiration or termination of this Agreement, TRX will maintain an extended reporting period providing that claims first made and reported to the insurance company within one year after the end of this Agreement will deemed to have been made during the policy period. A copy of the certificate of insurance shall be included as Exhibit H. Failure by TRX to furnish certificates of insurance or failure by Expedia to request same shall not constitute a waiver by Expedia of any of the insurance requirements set forth herein. TRX shall notify Expedia in writing at least thirty (i30) becomes debarreddays advance if TRX’s insurance coverage is to be canceled or materially altered so as not to comply with the requirements of this section. In the event of such failure on the part of TRX to provide the certificates as requested herein, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that and in the event that it becomes debarredof liability or expense incurred by Expedia as a result of such failure by TRX, suspended, excluded, sanctioned, or otherwise declared ineligible under TRX hereby agrees to indemnify Expedia for all liability and expense (including reasonable attorneys’ fees and expenses associated with establishing the Act, it shall promptly cease all activities relating right to this Agreement; 11.1.7 subject to payment indemnity) incurred by Expedia as a result 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 Lonzasuch failure by TRX; and 11.2 (viii) Individuals it places in contact with Expedia Travel Customer Information or Expedia Confidential Information shall not have been convicted of a felony as an adult or released from prison within the last seven (7) years. (ix) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRX AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND (EXCEPT AS SET FORTH IN SECTION 7(c)) NON-INFRINGEMENT. (b) Expedia warrants that: 11.2.1 as of the date of (i) Any Expedia Tools supplied, and any services performed by Expedia pursuant to this Agreement will, respectively, conform substantially to the best of relevant product documentation and be performed in a professional manner. (ii) The Expedia User Management Tools do not and will not so infringe any intellectual property rights owned by any other person or entity including, but not limited to, any copyright, patent, trademark or trade secret to the Customer’s knowledge extent that TRX will be required to refrain from using such tools (and belief, Expedia will not be able to provide substitute technology which reasonably provides the Customer has all same or similar functionality) with the rights necessary overall result that TRX will not be able to permit Lonza to reasonably 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 Partyas intended herein; and 11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement(iii) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPEDIA AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND (EXCEPT AS SET FORTH IN SECTION 7(d)) NON-INFRINGEMENT.

Appears in 1 contract

Samples: Service Agreement (TRX Inc/Ga)

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 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 6.1 Licensor warrants to Customer that:: (i) Licensor has the right to furnish to Customer the Licensed Products and other materials covered hereunder free of all liens, claims, encumbrances and other restrictions except as stated to the contrary herein; (ii) Customer shall quietly and peacefully possess the Licensed Products and other materials furnished hereunder subject to and in accordance with the provisions of this Agreement; and (iii) Customer's permitted use and possession of the Licensed Products and other materials will not be interrupted or otherwise disturbed by any entity asserting a claim under or through Licensor. 11.1.1 6.2 Licensor warrants that each of the Licensed Products: (i) shall be free from any defects in material and workmanship; and (ii) shall perform in accordance with the applicable Acceptance Test Criteria and Licensor's operating and user documentation applicable to the version of the Licensed Products provided to Customer hereunder and such other warranties, descriptions and specifications set forth hereunder. 6.3 Licensor warrants to Customer that the documentation provided by Licensor hereunder will faithfully and accurately reflect the Licensed Products provided to Customer hereunder. 6.4 Licensor warrants that commencing upon the delivery of each Licensed Product ******************************** from the Acceptance Date thereof, Licensor shall, ************************* maintain such Licensed Product in accordance with Article 5, and thereafter for so long as Customer has subscribed to Maintenance Services shall hereunder. 6.5 Licensor warrants that any Maintenance Services or other services provided by Licensor hereunder will be performed in a professional manner by qualified personnel. 6.6 Licensor warrants that, unless otherwise expressly provided for 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 Batchesdisclosed on a Schedule, the manufacture of Product shall Licensed Products will 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"virus", lien "worm", "self destruction", "disabling", "lock out" or other encumbrance "metering" device, as such terms are understood in favour of Lonza; and 11.2 Customer warrants that: 11.2.1 as the computer industry, which could impair Customer's use 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 AgreementLicensed Products.

Appears in 1 contract

Samples: Master License Agreement (Peritus Software Services Inc)

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

Samples: Sale Purchase Agreement (Titan International Inc)

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 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 Each party represents and warrants to the other party 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 hereof: (i) it has full power and authority to execute and deliver the Agreement; (ii) the Agreement has been duly authorized and executed by an appropriate employee of this such party; (iii) the Agreement to the best is a legally valid and binding obligation of the Customer’s knowledge and beliefsuch party; (iv) its execution, 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 delivery and/or performance of the Services shall Agreement does not infringe conflict with any Third Party Intellectual Property rights;agreement, understanding or document to which it is a party; and (v) it will not introduce into the Software any virus, worm, Trojan horse, time bomb, or other malicious or harmful code. 11.2.2 11.2 Cornerstone warrants that the Software will perform substantially in material accordance with the Agreement and applicable Documentation regarding existing functionality provided by Cornerstone; no new or different functionality is promised hereunder. 11.3 In the event of a breach of the warranty set forth in Section 11.2, Customer’s sole and exclusive remedy will be that Cornerstone shall, upon receipt of written notice of breach, make diligent efforts to become compliant with the warranty set forth in Section 11.2, and if Cornerstone does not do so within a reasonable period of time, 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 be entitled to enter into terminate this Agreement. 11.4 TO THE EXTENT PERMITTED BY APPLICABLE LAW, CORNERSTONE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. CORNERSTONE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE.

Appears in 1 contract

Samples: Master Agreement

Warranties. 11.1 Lonza Each of the MGE Parties and Inspire 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 Warrantholders 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 as at the date of delivery;this Agreement and the Closing Date: 11.1.4 it or its Affiliate holds 11.1.1 such party has taken all necessary permits, approvals, consents actions and licenses to enable it to perform the Services at the Facility; 11.1.5 it has the necessary corporate authorizations all requisite power and authority to enter into and perform this AgreementAgreement in accordance with its terms; 11.1.6 Lonza has never been debarred under 11.1.2 this Agreement constitutes valid, legal and binding obligations on such party in accordance with its terms; and 11.1.3 the Generic Drug Enforcement Act execution and delivery of 1992, 21 U.S.C. Sec. 335a this Agreement by such party and compliance by such party with its terms shall not breach or constitute a default under: (a) the Articles, the articles of association or similar charter documents of such party or of any other Group Company; (b) any agreement or instrument to which such party or any other Group Company is a party or is bound; or (the “Act”). In the event that during the term of this Agreementc) any order, Lonza (i) becomes debarredjudgment, 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 decree or other encumbrance in favour of Lonza; andrestriction applicable to such party or any other Group Company. 11.2 Customer The Company warrants that: 11.2.1 to the Warrantholders that as of at the date of this Agreement and the Closing Date: 11.2.1 the Board has been authorised pursuant to its Articles to execute this Agreement, issue the Warrants and allot and issue the Warrant Shares in accordance with its terms and, pursuant to that authorisation, the Board may allot and issue the Warrant Shares free from all Encumbrances and from all other rights exercisable by, or claims by, third parties (in each case, other than any restrictions on transfer imposed by applicable securities Laws or this Agreement); 11.2.2 other than the Hanwha Convertible Bond and the Inspire Shares to be issued upon the due conversion of such Hanwha Convertible Bond, there is no agreement, arrangement or obligation requiring the creation, allotment or issue or grant to a Person of the right (conditional or not) to require the allotment or issue of any Equity Securities in the Company or any other Group Company and there are no Outstanding Options issued, reserved for issuance or outstanding; 11.2.3 other than the Hanwha Convertible Bond, there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the best voting or sale or transfer of any Equity Securities of the Customer’s knowledge Company or any other Group Company; 11.2.4 all representations and beliefwarranties made to the Mezzanine Lender under clause 17 of the Mezzanine Loan Agreement are true and correct on the date hereof and as of the Closing Date; and 11.2.5 the authorized capital stock of the Company shall consist of 100,000,000 shares of Shares in the Company, par value USD0.01 per share, of which 15,600 Shares shall be issued and outstanding and owned entirely by MGE Shareholder as of the Customer has Closing Date. All of the issued and outstanding Shares of the Company have: (a) been duly authorized and validly issued and are fully paid and non-assessable; (b) been issued and granted in compliance with all the rights necessary applicable Law or pursuant to permit Lonza to perform the Services without infringing the Intellectual Property valid exemptions therefrom; and (c) not been issued in violation of any contract, agreement or other legally binding instrument or any preemptive or similar rights of any Third Party and the performance Person. 11.2.6 all of the Services shall not infringe any Third Party Intellectual Property rightsissued and outstanding shares of the Group Companies (other than the Company) have: (a) been duly authorized and validly issued and are fully paid and non-assessable; 11.2.2 Customer will promptly notify Lonza (b) been issued and granted in writing if it receives compliance with all applicable Law or is notified pursuant to valid exemptions therefrom; and (c) not been issued in violation 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 contract, agreement or other legally binding instrument or any preemptive or similar rights of any Third Party; Person. 11.3 The warranties set forth in Clauses 11.1 and 11.2 (other than Clauses 11.2.2, 11.2.3 and 11.2.4) are deemed to be repeated to the Warrantholders (and, if applicable, to the Exercise Shareholders) on the date of any exercise of the Warrants pursuant to this Agreement by reference to the facts then existing. 11.2.3 Customer 11.4 The Original Warrantholder warrants to the Company and MGE Shareholder that as at the date of this Agreement and as of the Closing Date: 11.4.1 it has the taken all necessary corporate authorizations actions and has all requisite power and authority to enter into and perform this AgreementAgreement in accordance with its terms; 11.4.2 this Agreement constitutes valid, legal and binding obligations of the Original Warrantholder in accordance with its terms; 11.4.3 the execution and delivery of this Agreement by the Original Warrantholder and compliance with its terms shall not breach or constitute a default under: (a) its articles of association or similar charter documents; (b) any agreement or instrument to which it is a party or is bound; or (c) any order, judgment, decree or other restriction applicable to it. 11.5 The MBK Warrantholder warrants to the Company and MGE Shareholder that as at the date of this Agreement and as of the Closing Date: 11.5.1 it has taken all necessary actions and has all requisite power and authority to enter into and perform this Agreement in accordance with its terms; 11.5.2 this Agreement constitutes valid, legal and binding obligations of the MBK Warrantholder in accordance with its terms; 11.5.3 the execution and delivery of this Agreement by the MBK Warrantholder and compliance with its terms shall not breach or constitute a default under: (a) its articles of association or similar charter documents; (b) any agreement or instrument to which it is a party or is bound; or (c) any order, judgment, decree or other restriction applicable to it.

Appears in 1 contract

Samples: Warrant Agreement (Mohegan Tribal Gaming Authority)

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 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

Samples: Contract for the Purchase of Services

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 warrants, represents and covenants to Customer 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; 11.1.3 To its knowledge, any Intellectual Property provided and used by Lonza and its Affiliates in performance of Services which relate to developing, formulation, manufacturing, filling, processing, packaging, analyzing or testing the Product shall not infringe, violate or misappropriate any third party Intellectual Property rights, and this warranty shall not apply to the extent such infringement, violation or misappropriation of any third Party Intellectual Property is based upon, in part or whole, Client’s written instructions, Specifications or use of Client Materials. 11.1.4 Lonza is not debarred, and has not been convicted of a crime which could lead to debarment, under 21 U.S.C. §335(a) or (b) (“the Debarment Act”), and Lonza will not in the performance of its obligations under this Agreement use the services of any person debarred or suspended under the Debarment Act. If Lonza becomes debarred or receives notice of action with respect to its debarment, Lonza shall promptly notify Customer; 11.1.5 no transactions or dealings under this Agreement shall be conducted with or for an individual or entity that is designated as the target of any sanctions, restrictions or embargoes administered by the United Nations, European Union, United Kingdom or the United States of America; 11.1.6 it or its Affiliate holds all necessary permits, registrations, approvals, consents and licenses to enable it to perform the Services at the Facility;; and 11.1.5 11.1.7 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 belief11.3 To its knowledge, the Customer has all the rights to Customer Information and Customer Background Intellectual Property necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the use of Customer Information and Customer Background Intellectual Property in the performance of the Services shall not infringe any Third Party Intellectual Property rights; 11.2.2 11.4 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 and 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 11.5 Customer has the necessary corporate authorizations to enter into this Agreement.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Intra-Cellular Therapies, Inc.)

Warranties. 11.1 Lonza 12.1 The Supplier warrants that: 11.1.1 to the Services Customer that it shall be performed produce, handle, store and transport Serum Products and all materials and components used in a professional their production with skill, competence, care and workmanlike manner attention and in accordance with all Applicable Lawsappropriate legislation, regulations and other requirements of any appropriate regulatory authority which apply from time to time. 12.2 The Supplier warrants to the Customer that the Serum Products shall be of satisfactory quality and shall conform with the Technical Agreement and that the Supplier shall comply with the Technical Agreement and the requirements of all SOPs referred to therein in all respects. 12.3 The Supplier warrants to the Customer that the Serum Products are and shall continue to be, until title to them is transferred to the Customer (which shall occur when the Serum Products are delivered to the Customer or its agent pursuant to clause 5.8 above), its absolute property, free from any mortgage, charge, pledge, lien or third party right or interest of any kind, but for the avoidance of doubt, this clause 12.3 shall not operate to restrict the Supplier from offering its assets, other than Serum Products and the production stages thereof, as security for indebtedness which it incurs in the normal course of its business. 12.4 The Supplier warrants to the Customer that it shall keep all sheep used or to be used in the production of Serum Products at its facility separately from any other livestock thereat in an appropriate manner and to appropriate standards prescribed by legislation for the use of the same in such production including, without limitation, by providing veterinary services therefor. 12.5 The Supplier warrants to the Customer that it shall comply with all legislative or regulatory requirements imposed upon it by virtue of the performance of its obligations or the exercise of its rights pursuant to this agreement, including but not limited to the: (i) Animal Welfare Act 1993 (Tasmania); 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(ii) Animal Health Act 1900 (Xxxxania); 11.1.3 except with respect (iii) Environmental Managexxxx xxx Pollution Control Act 1994 (Tasmania); (ix) Xxxxxxxxxxx Xxxxxxxxxx Xxx 0993 (Tasmania); (v) Export Control Act 1000 (Xxxmonwealth); (vi) Workplace Health xxx Xxxety Act 1995 (Tasmania); and (vii) Workers Rehabilixxxxxx xnd Compensation Act 1986 (Tasmania); anx, xx xxe extent applicable, that it has given due consideration thereto and to any development services other appropriate legislation in preparing the SOPs, such that the SOPs, and Engineering Batches, the manufacture of Product shall be performed Serum Products and the upkeep of the sheep used therein in accordance with cGMP such SOPs, comply and will meet shall comply with such requirements. 12.6 The Supplier warrants that it shall comply with the Specifications at Trade Practices Act 1974 (Commonwealth) in the date provision of delivery;services to the Xxxxxxxx pursuant to this agreement. 11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses 12.7 Each party warrants to enable it to perform the Services at the Facility; 11.1.5 other that it has the necessary obtained all corporate authorizations authorisations and all other applicable governmental, statutory, regulatory or other consents, licences, waivers or exemptions required to empower it to enter into and to 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 agreement. 12.8 Each party warrants to the other that its entering into this agreement will not be a breach 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 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 which 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 Agreementparty.

Appears in 1 contract

Samples: Supply Agreement (Protherics PLC)

Warranties. 11.1 Lonza Unifiber shall, at its own expense, obtain all permits and licenses, pay all fees, where required by any law or regulation applicable to the Access and the Services, Unifiber’s performance under this Agreement, or to Unifiber as an employer. Unifiber hereby certifies compliance with all such laws. Operator reserves the right to ask Unifiber to deliver a copy of such permits or licenses at any time. Unifiber warrants that the Access will be granted and the Services will be performed: in accordance with Good Industry Practice; in conformity with the terms and conditions of this Agreement and its Annexes; using appropriately qualified, experienced and competent personnel. Each Party represents and warrants to the other Party that: 11.1.1 , on the Contract Date: it is a corporation validly organised and existing and in good standing under the laws of Belgium; it has full capacity and authority to enter into and to perform this Agreement; this Agreement is executed by a duly authorised representative of that Party; the execution, delivery, and performance of this Agreement has been duly authorised by all necessary corporate action; this Agreement has been duly executed, and constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms; it has the right, power, and authority to perform its obligations under this Agreement; and there are no actions, suits or proceedings or regulatory investigations pending, or to that Party’s knowledge, threatened against that Party that might adversely affect the ability of the Party to meet and carry out its obligations under this Agreement and that are unknown to the other Party. Each Party shall notify the other Party in writing if it fail(s) or is anticipated to fail to meet the warranties contained in this article 19as soon as reasonably practicable upon discovery of such failure. Each Party shall through all its contacts with customers and third parties safeguard the other Party’s brand name and any future brand name as well as its reputation its products or employees. Any action or activity in violation with this article 20.5 is considered an Event of Default. Liability and indemnity Subject to article 20.3 but otherwise notwithstanding any other provision of this Agreement, Operator nor Unifiber shall be liable to the other, whether in contract (including under any indemnity), in tort (including negligence), under any statute or otherwise under or in connection with this Agreement or the provision or receipt of the Services for or in respect of any indirect or consequential damages, (including in any case without this list being exhaustive loss of profit, loss of revenue, loss of goodwill, loss of business opportunities, and loss of anticipated savings). Subject to article 20.3, either Party’s aggregate liability per Contract Year vis-à-vis the other Party, whether in contract (including under any indemnity), in tort (including negligence), under statute or otherwise under or in connection with this Agreement or the provision or receipt of the Services shall be performed limited to four (4) million EUR. The exclusions in article 20.1 and limits on liability set out in article 20.2 shall not apply in respect of: any liability for death or personal injury by 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 Party 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 personnel; any liability for fraud (a“bedrog” / “dol”) or fraudulent misrepresentation by a Party or its personnel; any liability arising from a Party’s or its personnel’s gross negligence (b“zware xxxx” / “faute grave”) or intentional failure (the Actopzettelijke xxxx” / “faute intentionelle”). In ; damage to tangible property; fines, liabilities and expenses imposed upon a Party by a court, Regulator or other government body for breach of the event law or regulations; the obligation on Operator to pay undisputed Charges that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Acthave become due; Lonza agrees to promptly notify Customer. Lonza also agrees that any indemnification obligations set out 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 or any of its Annexes; 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 liability to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary extent to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall which it cannot 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 Agreementbe lawfully excluded.

Appears in 1 contract

Samples: Master Services Agreement

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Warranties. 11.1 Lonza 6.1 Auragen represents, warrants and covenants to Zap.Xxx xx a continuing basis that: 11.1.1 (a) Auragen has full corporate power to enter into this Agreement. (b) As of the Services shall date hereof Auragen is the sole author/creator of all ZapBox Items and Auragen Materials. (c) Auragen has the full authority necessary to perform its obligations under this Agreement, and to grant the licenses and rights contemplated hereunder without the consent of any other person or entity (including any owner of any Third Party Software and any related IP Rights). (d) Neither the ZapBox Items, the Auragen Materials nor the Documentation is subject to any liens or encumbrances. (e) To the best of Auragen's knowledge, neither the ZapBox Compilation nor the Development Plan misappropriates or otherwise violates the IP Rights of any third party, and Auragen has no knowledge of any basis for a claim of such infringement, misappropriation or violation. (f) Neither the Auragen Materials, the Source Code nor the Documentation infringes, misappropriates or otherwise violates the IP Rights of any third party. (g) Each of the ZapBox Deliverables, the Network Site Deployment Code and the Customized Programs (i) has been and will be performed designed, developed and installed in a workmanlike and professional manner, (ii) is free from defects in workmanship and workmanlike manner and material or any defects that prevent it from operating in accordance with the applicable Specifications. (h) Each of the ZapBox Deliverables, the Network Site Deployment Code and the Customized Programs operates substantially in accordance with the applicable Specifications, and will continue to do so for a period of ninety (90) days after the issuance of a Certificate of Acceptance for such ZapBox Deliverable (the "WARRANTY PERIOD"). A ZapBox Deliverable will be deemed to be operating substantially in accordance with applicable specifications if it can be accessed by 80% of all Applicable Laws; 11.1.2 Lonza will not knowingly include possible Internet users and performs all the Critical Functions identified in the Manufacturing Process applicable Scope of Work, 98% of the time. (i) All Software included in a ZapBox Deliverable, the Network Site Deployment Code or the Customized Programs will consistently perform in such that Zap.Xxx xxxl not experience any abnormal ending of programs, or invalid or incorrect results from the Software related to the year 2000 data element or special dates such as 02/29/00. Auragen warrants that the Software will accommodate the "Turn of the Century" and all data elements that infringe any such intellectual or industrial property rights vested in any Third Party; 11.1.3 except impacted by this event. This warranty shall not apply with respect to any development services and Engineering Batchesother failure arising out of the combination with or utilization of any other software or equipment not provided to Zap.Xxx xx or upon the recommendation of Auragen, or to any failure caused by modifications to the manufacture Software not made by or authorized by Auragen. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6.2 If a nonconformity from any of Product shall be performed the warranties made herein appears or is discovered in accordance with cGMP and will meet the Specifications at Software or other technology in any of the date of delivery; 11.1.4 it ZapBox Deliverables, Network Site Deployment Code 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 Customized Programs during the term of this Agreement, Lonza (i) becomes debarredAuragen shall communicate this fact orally and in writing to Zap.Xxx, 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 xxd Auragen shall promptly cease take any and all activities relating steps necessary to correct such nonconformity and Auragen will thereupon promptly deliver to Zap.Xxx xxx Source Code for the corrected Software and technology. Notwithstanding anything herein to the contrary, Auragen shall not be entitled to any compensation for any Services rendered by Auragen pursuant 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 Section 6.2 for 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 nonconformity occurring during 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.Warranty Period

Appears in 1 contract

Samples: Development, License and Services Agreement (Zap Com Corp)

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 (0.02% (BVFVNL)) Completion Date by reference to the facts and circumstances subsisting on the Ozon (0.02% (BVFVNL)) Completion Date (for this purpose all Party Warranties shall be deemed to be repeated on the Ozon (0.02% (BVFVNL)) 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 (0.02% (BVFVNL)) 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 (0.02% (BVFVNL)) 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 its knowledge 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 Customerother agreements to be entered into by it in connection with this Agreement). 5.2 Fermi warrants to BVFVNL that as of the date of this Agreement and on the Ozon (0.02% (BVFVNL)) Completion Date it is not a Sanctioned Person and is not acting on behalf of, at the direction of, under the influence or control of, or otherwise for the benefit of any Sanctioned Person. 5.3 BVFVNL warrants to Fermi that each of the following warranties (the “Ozon Title Warranties”) is true, accurate and not misleading as of the date of this Agreement and will be true, accurate and not misleading on the Ozon (0.02% (BVFVNL)) Completion Date by reference to the facts and circumstances subsisting on the Ozon (0.02% (BVFVNL)) Completion Date (for this purpose all Ozon Title Warranties shall be deemed to be repeated on the Ozon (0.02% (BVFVNL)) Completion Date as if any express or implied reference in the Ozon Title Warranties to the date of this Agreement was replaced by a reference to the Ozon (0.02% (BVFVNL)) Completion Date): 5.3.1 to BVFVNL’s knowledge (without due diligence), BVFVNL is the legal and belief, beneficial owner of the Customer Ozon (0.02% (BVFVNL)) Sale Shares and has all full right to transfer the rights necessary legal and beneficial title to permit Lonza the Ozon (0.02% (BVFVNL)) Sale Shares to perform Fermi in accordance with the Services without infringing the Intellectual Property rights terms of this Agreement free of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rightsEncumbrance; 11.2.2 Customer will promptly notify Lonza 5.3.2 to BVFVNL’s knowledge (without due diligence), BVFVNL is not a party to any shareholders, corporate governance, quasi-corporate or any other similar agreement 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 relation to enter into this AgreementOzon.

Appears in 1 contract

Samples: Share Purchase Agreement (Baring Vostok Fund v Nominees LTD)

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 warrants thatThe Contractor will warrant and represent to UNAIDS as follows: 11.1.1 1) The deliverables shall meet the Services specifications and shall function in a manner which is fully adequate to meet its intended purpose. The Contractor furthermore warrants that the deliverables shall be performed error-free, in a professional and workmanlike manner and in accordance with all Applicable Laws; 11.1.2 Lonza will not knowingly include that the Contractor shall correct any errors in the Manufacturing Process deliverables, free of charge, within fifteen days after their notification to the Contractor, during a period of at least six months after completion of the work. It is agreed, however, that errors and other defects, which have been caused by modifications to the deliverables made by UNAIDS without agreement of the Contractor are not covered by this paragraph. 2) The deliverables shall, to the extent it is not original, only be derived from, or incorporate, material over which the Contractor has the full legal right and authority to use it for the proper implementation of this Contract. The Contractor shall obtain all the necessary licenses for all non-original material incorporated in the deliverables including, but not limited to, licenses for UNAIDS to use any elements that infringe underlying software, application, and operating deliverables included in the deliverables or on which it is based, so as to permit UNAIDS to fully exercise its rights in the deliverables and the software without any such intellectual or industrial property rights vested in obligation on UNAIDS’s part to make any Third Party; 11.1.3 except with respect additional payments whatsoever to any development services and Engineering Batchesparty. 3) The deliverables shall not violate any copyright, 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, sanctionedpatent right, or otherwise declared ineligible under the Act; Lonza agrees other proprietary right of any third party and be delivered 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 UNAIDS free and clear of any and all liens, claims, charges, security interestinterest and any other encumbrances of any nature whatsoever. 4) The Contractor, lien its employees and any other persons and entities used by the Contractor shall not violate any intellectual property rights, confidentiality, right of privacy or other encumbrance right of any person or entity whomsoever. 5) Except as otherwise explicitly provided in favour this Contract, the Contractor shall at all times provide all the necessary on-site and off-site resources to meet its obligations hereunder. The Contractor shall only use highly qualified staff, acceptable to UNAIDS, to perform its obligations hereunder. 6) The Contractor shall take full and sole responsibility for the payment of Lonza; and 11.2 Customer warrants that: 11.2.1 as all wages, benefits and monies due to all persons and entities used by it in connection with the implementation and execution of the date of this Agreement Contract, including, but not limited to, the Contractor’s employees, permitted subcontractors and suppliers. The Contractor furthermore warrants and represent that the information provided by it to UNAIDS in response to the best of RFP and during the Customer’s knowledge bid evaluation process is accurate and beliefcomplete. The Contractor understands that in the event The Contractor has failed to disclose any relevant information which may have impacted UNAIDS' decision to award the Contract to The Contractor, or has provided false information, UNAIDS will be entitled to rescind the Customer has all the rights necessary contract with immediate effect, in addition 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 other remedies which UNAIDS may have by contract 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.law

Appears in 1 contract

Samples: Long Term Agreement for Editorial Services

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

Samples: Video Game Agreement (TDK Mediactive Inc)

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

Samples: Sale and Purchase Agreement (Marketwatch Com Inc)

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

Samples: Standard Trading Terms and Conditions Agreement

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 (a) TRX warrants that: 11.1.1 the (i) It possesses all necessary authority to enter into this Agreement, and that by so doing it does not violate any other agreements to which it is a party; and (ii) The Services shall will be performed in a professional and workmanlike manner and shall conform in accordance all material respects with all Applicable Laws; 11.1.2 Lonza will the service requirements set forth in this Agreement including, without limitation, those set forth in Exhibits A and C. TRX shall not knowingly include or negligently engage in the Manufacturing Process hidden city ticketing, beyond point ticketing, cross-border ticketing and speculative or abusive bookings or other violations of 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 airlines’ Conditions of Carriage, tariffs and Engineering Batches, the manufacture of Product other rules and regulations. TRX 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 not perform the Services at so as to knowingly and negligently be the Facility; 11.1.5 it has sole cause of Expedia incurring any loss of revenue or costs not contemplated by the necessary corporate authorizations to enter into and perform nature of this Agreement;. The breach of the warranty set forth in the previous sentence will not be the basis for Expedia terminating this Agreement; and 11.1.6 Lonza has never been debarred (iii) The Services will be performed by employees of TRX acting within the scope of their employment who have signed confidentiality agreements with TRX (with appropriate acknowledgments of confidentiality) substantially in the form attached as Exhibit I; and (iv) In providing Services to Expedia Travel customers and any other persons or entities, TRX shall make no representations nor undertake any obligations on behalf of Expedia concerning the Services and/or any other Expedia products or services beyond those expressly made or undertaken by Expedia Travel and communicated to Expedia Travel customers on the Expedia Travel web site. TRX, including all of TRX’s employees and temporary employees, shall conform to all applicable laws and government rules and regulations. TRX assumes all responsibility for providing any training that may be required to ensure compliance with such legal requirements. TRX shall offer to Expedia Travel customers only those Services authorized by this Agreement, advising customers requesting other services that Expedia Travel does not provide such services, and then documenting and advising Expedia of all such requests; and (v) Any and all software and materials TRX publishes or uses: in providing the Services under this Agreement do not and will not infringe any intellectual property rights owned by Expedia or any other person or entity including, but not limited to, any copyright, patent, trademark or trade secret; and (vi) Except as otherwise provided in this Agreement, TRX will not reproduce, sell, publish, or in any manner commercially exploit the Generic Drug Enforcement Act Expedia® name or any information or derivatives of 1992information acquired in connection with its provision of Services or allow such reproduction, 21 U.S.C. Secsale, publication or exploitation by any employee or person retained for the purpose of providing such services except as agreed to in writing by Expedia; and (vii) Prior to the commencement of the work to be performed hereunder and throughout the entire performance by TRX, TRX shall procure and maintain insurance adequate to cover any and all liability which TRX may incur as a result of the performance of work included in this Agreement. 335a Such insurance shall be in a form and with insurers acceptable to Expedia, and shall comply with the following minimum requirements: (aA) or Commercial General Liability insurance of the Occurrence Form, with policy limits of not less than * combined single limit each occurrence for Bodily Injury and Property Damage combined, and * Personal and Advertising Injury Limit. (bB) (the “Act”)Professional Liability And Errors & Omissions Liability Insurance with policy limits of not less than * each claim with a deductible of not more than * . In the event that during Such insurance shall include coverage for infringement of proprietary rights of any third party, including without limitation copyright, trade secret and trademark infringement as related to TRX’s performance under this Agreement. Throughout the term of this Agreement, Lonza the Professional Liability And Errors & Omissions Liability Insurance retroactive coverage date will be no later than the Effective Date of this Agreement. Upon expiration or termination of this Agreement, TRX will maintain an extended reporting period providing that claims first made and reported to the insurance company within one year after the end of this Agreement will deemed to have been made during the policy period. A copy of the certificate of insurance shall be included as Exhibit H. Failure by TRX to furnish certificates of insurance or failure by Expedia to request same shall not constitute a waiver by Expedia of any of the insurance requirements set forth herein. TRX shall notify Expedia in writing at least thirty (i30) becomes debarreddays advance if TRX’s insurance coverage is to be canceled or materially altered so as not to comply with the requirements of this section. In the event of such failure on the part of TRX to provide the certificates as requested herein, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that and in the event that it becomes debarredof liability or expense incurred by Expedia as a result of such failure by TRX, suspended, excluded, sanctioned, or otherwise declared ineligible under TRX hereby agrees to indemnify Expedia for all liability and expense (including reasonable attorneys’ fees and expenses associated with establishing the Act, it shall promptly cease all activities relating right to this Agreement; 11.1.7 subject to payment indemnity) incurred by Expedia as a result 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 Lonzasuch failure by TRX; and 11.2 (viii) Individuals it places in contact with Expedia Travel Customer Information or Expedia Confidential Information shall not have been convicted of a felony as an adult or released from prison within the last seven (7) years. (ix) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRX AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND (EXCEPT AS SET FORTH IN SECTION 7(c)) NON-INFRINGEMENT. (b) Expedia warrants that: 11.2.1 as of the date of (i) Any Expedia Tools supplied, and any services performed by Expedia pursuant to this Agreement will, respectively, conform substantially to the best of relevant product documentation and be performed in a professional manner. (ii) The Expedia User Management Tools do not and will not so infringe any intellectual property rights owned by any other person or entity including, but not limited to, any copyright, patent, trademark or trade secret to the Customer’s knowledge extent that TRX will be required to refrain from using such tools (and belief, Expedia will not be able to provide substitute technology which reasonably provides the Customer has all same or similar functionality) with the rights necessary overall result that TRX will not be able to permit Lonza to reasonably 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 Partyas intended herein; and 11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement(iii) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPEDIA AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND (EXCEPT AS SET FORTH IN SECTION 7(d)) NON-INFRINGEMENT.

Appears in 1 contract

Samples: Service Agreement (TRX Inc/Ga)

Warranties. 11.1 Lonza EXCEPT AS OTHERWISE PROVIDED HEREIN: REPLICONSERVICE PROVIDER DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILLOPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SERVICE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) THE QUALITY OF ANY INFORMATION OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. THE COMMUNICATION FACILITIES, INCLUDING, WITHOUT LIMITATION, THE INTERNET THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ARE SECURE FROM INTERRUPTION, INTERCEPTION OR CORRUPTION BY THIRD PARTIES. 8.1 Service Provider warrants to Company that: (i) Service Provider has all rights necessary to provide the Products and other materials to Company and to perform the Services as specified in this Agreement and warrants that such Products and Services and are free of all liens, claims, encumbrances and other restrictions; (ii) Service Provider will not violate any agreements with any third party as a result of performing its obligations under this Agreement, (iii) the Products and Services, furnished by Service Provider and Company's use of the same hereunder do not violate or infringe any patent, trademark, copyright, trade secret, or other proprietary right of any third party or the laws or regulations of any governmental, quasi-governmental, self-regulatory or judicial authority; (iv) Company shall be entitled to use and enjoy the benefit of the Products and Services subject to and in accordance with this Agreement; (v) there are neither pending nor threatened, nor to the best of Service Provider’s knowledge contemplated, any suits proceedings or actions or claims which would materially affect or limit the rights granted to Company under this Agreement; and (vi) Company's use of the Products, Services hereunder shall not be adversely affected, interrupted or disturbed by Service Provider or any entity asserting a claim under or through Service Provider. 8.2 Service Provider warrants that:: (i) all tangible portions of the Products and Services shall be free from any defects in materials and workmanship and the Products and Services shall conform to and operate in accordance with the Documentation provided to Company by Service Provider hereunder and such other descriptions and materials as are attached, described and/or provided under this Agreement and (ii) the Documentation and other materials provided by Service Provider hereunder shall faithfully and accurately reflect the Products and Services provided to Company hereunder. 11.1.1 8.3 Service Provider warrants that it shall correct and repair any Error which prevents such Products and Services from performing in accordance with the provisions of this Agreement and in accordance with the Requirements, and Service Provider shall provide all services set forth in Section 6 at no additional charge to Company. 8.4 Service Provider warrants to Company that Updates to the Products and Services provided to Company hereunder (whether implemented solely on Service Provider’s and/or one or more third party’s host computer system and/or in the “cloud” or otherwise) shall not give rise to any additional costs and that the installation of such Update shall not degrade, impair or otherwise adversely affect the performance or operation of the Products provided hereunder. 8.5 Service Provider warrants that any Services provided by Service Provider hereunder shall be performed in a high quality, professional manner by a sufficient number of appropriately qualified and workmanlike manner skilled personnel. In performance of the Services, Service Provider will use best efforts to minimize any disruption to Company's normal business operations. Service Provider also warrants, as to the Professional Services that: (i) such Professional Services shall be performed solely through its qualified individual employees and/or subcontractors (collectively, the “Personnel”), (ii) that Service Provider shall be solely responsible for all employment matters (including payment of salary and wages) with respect to the Personnel; and (iii) when on Company premises, all Personnel shall observe the working hours, working rules, and safety and security procedures established by Company. Service Provider shall, at its own expense and in accordance with applicable law, conduct reference and background checks on all Applicable Laws;Personnel, including verification of references and employment history, verification of driver’s license or other government issued identification and address, verification of social security number and that each individual is a U.S. citizen or properly documented person legally able to perform the Services, verification that the individual is not on the Specially Designated Nationals (“SDN”) list maintained by the Office of Foreign Assets Control of the U.S. Treasury Department, and verification that each individual has satisfactorily passed a criminal background check. 11.1.2 Lonza 8.6 Service Provider represents and warrants that the Products shall not contain any computer code that is intended to: (i) disrupt, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Products, or any other associated software, firmware, hardware, computer system or network (sometimes referred to as “viruses” or “worms”), (ii) disable the Products or impair in any way its operation based on the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (sometimes referred to as “time bombs”, “time locks”, or “drop dead” devices) or (iii) permit unauthorized access to the Products (sometimes referred to as “traps”, “access codes” or “trap door” devices), or any other similar harmful, malicious or hidden procedures, routines or mechanisms which could cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with Company’s operations. Service Provider will ensure that no such viruses, Trojan horses, worms, or time bombs are introduced within Company as a result of the Services. Additionally, Service Provider: (i) shall provide timely information about technical vulnerabilities related to the Products and guidance regarding the Products’ exposure to such technical vulnerabilities, and (ii) warrants that it will take appropriate measures, including but not knowingly include in limited to testing the Manufacturing Process Products, to ensure that the risks associated with such technical vulnerabilities have been mitigated. 8.7 Service Provider represents and warrants that Service Provider uses best efforts to test and protect the Products against viruses and other harmful elements designed to disrupt the orderly operation of, or impair the integrity of data files resident on, any elements data processing system and that infringe the Products shall not contain any such intellectual virus or industrial property rights vested in other element. 8.8 Service Provider shall “pass-through” any Third Party; 11.1.3 except software warranties received from the manufacturers or licensors of any third party software that forms a part of the Products and, to the extent granted by such manufacturers or licensors, Company shall be the beneficiary of such manufacturers’ or licensors’ warranties with respect to any development services the Products. 8.9 Service Provider represents and Engineering Batcheswarrants that it shall provide Company with commercially reasonable uninterrupted access to the Products and Services and that Service Provider will not cancel or otherwise terminate Company’s access to the Products and Services, such as by disabling passwords, keys or tokens that enable Company’s continuous use of the manufacture of Product shall be performed in accordance with cGMP Products 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, sanctionedTerm. 8.10 Service Provider represents and warrants that the Products and Services are freely exportable except to countries to which the United States has embargoed goods, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that anyone in the event that it becomes debarred, suspended, excluded, sanctioned, United States Treasury Department’s list of Specially Designated Nationals or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement; 11.1.7 subject to payment United States Commerce Department’s Table 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 AgreementDeny Orders.

Appears in 1 contract

Samples: Master Product and Services Agreement

Warranties. 11.1 Lonza 10.1 Without prejudice to clauses 10.2 to 10.5, EMIS hereby 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 10.1.1 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 that10.1.2 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: Service 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 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 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

Samples: Hosted Reseller Agreement (AVAST Software B.V.)

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 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 full power and authority to enter into and perform this Agreement; 11.1.6 Lonza has never been debarred under agreement. The Developer shall perform the Generic Drug Enforcement Act Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards. The Developer warrants that operation of 1992the Site will be uninterrupted and free of errors, 21 U.S.C. Secviruses and material defects and that the Site will perform in accordance with the Site Specification for a period of 12 months from Acceptance. 335a (a) If the Site does not so perform, the Developer shall, for no additional charge fix it. liability Customer and Developer shall be severally liable for the performance of their duties. Neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctionedbusiness opportunity, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customerfor any indirect or consequential loss or damage. Lonza also agrees that Intellectual property rights Intellectual Property Rights shall mean all intellectual property rights wherever in the event that it becomes debarredworld arising, suspendedwhether registered or unregistered (and including any application), excludedincluding copyright, sanctionedknow-how, or otherwise declared ineligible under the Actconfidential information, it shall promptly cease all activities relating to this Agreement; 11.1.7 subject to payment of undisputed invoicestrade secrets, title to all Product business names and domain names, trade marks, service marks, trade names, patents, xxxxx patents, utility models, design rights, semi-conductor topography rights, database rights and all New Customer rights in the nature of unfair competition rights or rights to xxx for passing off. All Intellectual Property provided to Customer under this Agreement shall pass free Rights in the Site Specification and clear of any security interest, lien or other encumbrance the Site (including in favour of Lonza; and 11.2 Customer warrants that: 11.2.1 as the content of the date of Site and the Site Software) arising in connection with this Agreement to agreement shall be the best property of the Customer’s knowledge , and belief, the Customer has Developer hereby assigns all the rights necessary to permit Lonza to perform the Services without infringing the such Intellectual Property rights Rights to the Customer. Term and termination This agreement shall commence on the Effective Date. Either party may terminate this agreement immediately at any time by written notice to the other party if: • That other party commits any material breach of any Third Party its obligations under this agreement which (if remediable) is not remedied within 10 days after the service of written notice specifying the breach and requiring it to be remedied; or • That other party becomes insolvent or there is a change of control at the performance other party, or the other party ceases to trade; or • That other party has been subject to a Force Majeure Event for a continuous period of more than 90 days. On expiry or termination of this agreement: ▪ All licences granted to the Developer under this agreement shall terminate immediately; ▪ The Developer shall promptly return all Customer materials and all copies of the Services Site Specification to the Customer; and ▪ All provisions of this agreement shall not infringe cease to have effect, except that any Third Party Intellectual Property rights; 11.2.2 Customer will promptly notify Lonza in writing if it receives provision that can reasonably be inferred as continuing or is notified expressly stated to continue shall continue in full force and effect. Data protection The Developer warrants that, to the extent it processes any Personal Data on behalf of the Customer: o It shall act only on instructions from the Customer; and o It has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data. Force majeure Force Majeure Event shall mean any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war). A party who becomes aware of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property Force Majeure Event which gives rise to, or that which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall forthwith notify the use by Lonza thereof for other and shall inform the provision other of the Services infringes any Intellectual Property period for which it is estimated that such failure or other rights delay will continue. The affected party shall take all reasonable steps to mitigate the effect of any Third Party; and 11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementForce Majeure Event.

Appears in 1 contract

Samples: Website Development Agreement

Warranties. 11.1 Lonza warrants that:1. Products and Services comply with the requirements and standards which can be reasonably imposed thereon at the moment of delivery in the event of normal use or special (agreed) use. The warranty mentioned in this article shall apply to Products which are intended to be used inside the Netherlands. In the event of an (anticipated) use outside the Netherlands the Other Party shall verify itself whether these Products are suitable for such use and comply with the conditions imposed on them in that foreign country. 11.1.1 2. A warranty is granted only if this has been expressly agreed in writing. 3. The Other Party can claim this warranty only if and in so far as all its obligations resulting from all agreements concluded with Alflex have been fulfilled. 4. The warranty period shall never exceed a period of one (1) year after delivery of the Services Products / Services. 5. If a factory warranty granted by a third party applies to the product delivered, then this factory warranty shall apply equally to the Other Party in which case Alflex shall have to be considered as an intermediary. 6. The agreed warranty for mechanical parts or compositions of mechanical parts shall be performed based on a maximum of 8 operating hours per 24-hour period. The warranty shall be void if this number of operating hours is exceeded. The Other Party shall be obliged to provide Xxxxxx at the latter’s first request with the data necessary to determine this. 7. The above-mentioned warranty shall not apply to: software, (non-)rechargeable batteries, fuses and storage media. 8. If the Other Party lodges a complaint this shall not suspend its payment obligation. In that case the Other Party continues to be obliged to take delivery of and pay for other Products already ordered. 9. Alflex shall not be held to any warranty if and as long as the Other Party has not fulfilled its financial and other obligations. 10. The warranty shall be void if a defect in a professional and workmanlike manner and Product has occurred as a consequence of or results from normal wear, inexpert or improper use, incorrect storage or maintenance, if changes have been made, Products have been attached to it which should not be attached to it, or if a Product has been processed or treated in accordance another way than the prescribed way. The warranty shall also be void for defects which occurred after modifications or repairs carried out by the Other Party or by third parties. Nor shall the Other Party be entitled to claim any warranty if the defect was caused by or is the consequence of circumstances beyond the control of Alflex, including weather conditions (such as for example but not exclusively lightning, extreme rainfall or temperatures), etcetera. 11. At the discretion of Alflex a warranty obligation can be fulfilled by either replacing (a part of) a defective Product, by repairing the defect or by paying a compensation instead thereof. The amount of this compensation shall be determined with all Applicable Laws; 11.1.2 Lonza will not knowingly include due observance of the provisions laid down in the Manufacturing Process any elements that infringe any such intellectual next paragraph of this article. 12. In the event of a replacement or industrial property rights vested in any Third Party; 11.1.3 except with respect to any development services and Engineering Batches, repair the manufacture of Product Other Party shall be performed in accordance with cGMP and will meet held to return the Specifications at replaced Product to Alflex. The replaced Product or the date parts thereof shall become the property of delivery;Xxxxxx. 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”)13. In the event that during a Product is returned, the term forwarding costs shall be at the expense of this Agreementthe Other Party. Xxxxxx shall be entitled to refuse Products which have been shipped in another way than the way described above. In the event of on-location repairs, Lonza (i) becomes debarredthe turning out costs and the costs of labour shall be at the expense of the Other Party. 14. In the event of a necessary replacement Alflex shall never owe more than the original purchase price to the Other Party. In that case, suspendedmoreover, excludedthe Product shall first be returned to Alflex in the original state. If in the meantime repairs have been carried out or changes have been made by or on behalf of Alflex or if repairs have been carried out or changes have been made with its express permission, sanctionedthe Product may be returned in the condition in which it was immediately after that repair or change. 15. Only if Alflex does not fulfil its obligation to replace or repair within a reasonable period after having been summoned to do that by means of a registered letter, or otherwise declared ineligible under shall it be liable for the Act; Lonza agrees to promptly notify Customercosts of a repair by a third party at the most. Lonza also agrees that However, in the event of such a repair the costs to be compensated for by Xxxxxx shall never exceed one half of the original purchase price. 16. If it is determined that it becomes debarreda complaint is unfounded, suspendedthen the costs of handling this complaint, excludedincluding the examination costs on the side of Alflex, sanctioned, or otherwise declared ineligible under shall be at the Act, it expense of the Other Party. 17. Xxxxxx shall promptly cease all activities relating not be held to any warranty for defects which have not been reported to Xxxxxx in writing within fourteen (14) days after they were discovered. The same goes for defects which have not been reported within fourteen (14) days after they could reasonably have been detected. A notification of such a defect must therefore have been sent within fourteen (14) days after expiration of the warranty period referred to in this Agreement;article. 11.1.7 subject to payment 18. By this warranty shall not be understood the maintenance and the servicing of undisputed invoices, title to all the Product and the delivery or replacement of consumables and accessories. 19. For (the repair of) defects which are not covered (any more) by the warranty as referred to in this article all New Customer Intellectual Property provided to Customer under this Agreement costs of repair or replacement, including administration, forwarding and turning out costs, 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 be charged to the best of Other Party. Return shipments not covered 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 warranty shall not infringe any Third Party Intellectual Property rights; 11.2.2 Customer will promptly notify Lonza be accepted only after acceptance in writing if it receives or is notified by Xxxxxx of a formal written claim request to that end 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 Other Party; and 11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.

Appears in 1 contract

Samples: General Terms of Sale and Delivery

Warranties. 11.1 Lonza 10.1 The Customer acknowledges and accepts that websites and email services in general are not error, fault or bug free nor secure from persons wishing to misuse, tamper with, erase, alter or in any other way corrupt websites and email services and the data, information, records they display, retrieve, collate, transfer or disseminate and the Customer agrees with Airpro that subject to Clauses 10.2, 10.8 and 11.3, Airpro shall have no liability to the Customer nor to any other third party for any such occurrences arising in respect of or in relation to the Domain including for the avoidance of doubt, the failure to deliver or misdelivery of emails and the Customer shall indemnify and keep Airpro indemnified on a full indemnity basis from and against all Liabilities of Airpro arising from such occurrences and arising in respect of or in relation to the Domain. The Customer acknowledges and accepts that computers need routine maintenance and sometimes break down, Airpro cannot control the timing or volume of attempts to access the server, and that the hosting services are provided on an "as-is, as- available" basis. As a result, Airpro does not guarantee to anyone that the Customer or any third parties will be able to access the Domain at any particular time and the Customer agrees that Airpro shall have no liability to anyone if any such persons are not able to access the Site for any given period of time. 10.2 Subject to Clause 10.1, Airpro warrants that: 11.1.1 10.2.1 during the Services Warranty Period the Domain shall be performed in a professional and workmanlike manner and operate substantially in accordance with the Specification and the Technical Capabilities; and 10.2.2 it will perform all Applicable Laws;services to be provided to the Customer pursuant to the Agreement with reasonable care and skill 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 10.2.3 where it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it appoints a sub-contractor to perform the Services, it will use reasonable endeavours to pass on to that sub-contractor all instructions received from the Customer in relation to the Services . 10.3 No Warranty Claim may be made by the Customer pursuant to Clause 10.2 unless it is made by giving written notice to Airpro in the Warranty Period. Upon receipt of any valid Warranty Claim made during the Warranty Period, Airpro shall at its option either: 10.3.1 terminate the FacilityAgreement and refund an appropriate proportion of the Charges then paid by the Customer to Airpro; or 10.3.2 as soon as reasonably practicable use all reasonable endeavours to correct within a reasonable period of time by the provision of further services or replacement or additional Airpro's Input Material and any such amended or replacement software shall, unless it is third party software, become Airpro's Input Material. 10.4 Notwithstanding anything to the contrary set out in the Agreement, no Warranty Claim may be brought against Airpro and Airpro shall have no liability to the Customer to the extent that such Warranty Claim arises as a consequence of: 10.4.1 the improper use, operation or neglect of the Domain or the Software; 11.1.5 10.4.2 the modification of the Domain or the Software or their merger (in either whole or part) with any other software, WAP site or website which is not performed or authorised by Airpro under the Agreement; 10.4.3 the operation and hosting of the Domain other than on the Server; 10.4.4 the failure by the Customer within a reasonable period of time to implement recommendations in respect of or solutions to faults previously advised in writing by Airpro; 10.4.5 any repair, reconstruction, adjustment, alteration or modification of the Domain by any person other than Airpro without Airpro's prior written consent; 10.4.6 the Customer's failure to install in connection with the Domain or on the Server (as applicable) in substitution for the previous release any new release of the Software within 25 Working Days of receipt of the same; 10.4.7 the use of the Domain or the Software for a purpose for which they were not designed; 10.4.8 the use of the Domain or the Software to access, transfer or process data which was not created or transferred by the Software or otherwise anticipated by the parties in the Specification. 10.5 Subject to the limitations upon its liability in Clause 11 Airpro warrants that it has the necessary corporate authorizations right, power and authority to enter into license the Software and perform this Airpro's Input Material upon the terms and conditions of the Agreement;. 11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act 10.6 The Customer shall give notice to Airpro as soon as it is reasonably able upon becoming aware of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term a breach 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 any warranty given by Airpro set out 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 10.7 Subject to the best foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in respect 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 Site, the Software and the provision of all other rights services pursuant to the terms of any Third Party; and 11.2.3 Customer has the necessary corporate authorizations Agreement are hereby excluded to enter into this Agreementthe fullest extent permitted by law.

Appears in 1 contract

Samples: Terms and Conditions

Warranties. 11.1 Lonza The Provider warrants to the Customer that: 11.1.1 : [the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement] [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 [the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement]. The Provider warrants to the Customer that: [the Platform and Hosted Services shall will conform in all[ material] respects with the Hosted Services Specification] [the Hosted Services will be performed in a professional free from Hosted Services Defects] [the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and workmanlike manner other malicious software programs]; and [the Platform will incorporate security features reflecting the requirements of good industry practice] The Provider warrants to the Customer that the Hosted Services[, when used by the Customer in accordance with all Applicable Laws; 11.1.2 Lonza this Agreement,] will not knowingly include in breach [any laws, statutes or regulations applicable under English law]. The Provider warrants to the Manufacturing Process any elements Customer 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 Batchesthe Hosted Services, when used by the manufacture of Product shall be performed Customer in accordance with cGMP this Agreement, will not infringe the Intellectual Property Rights of any person [in any jurisdiction and will meet under any applicable law]. If the Specifications Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense: modify the date of delivery; 11.1.4 it Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or its Affiliate holds all necessary permits, approvals, consents and licenses procure for the Customer the right to enable it use the Hosted Services in accordance with this Agreement. The Customer warrants to perform the Services at the Facility; 11.1.5 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; 11.1.6 Lonza has . 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. The Customer acknowledges that complex software is never been debarred under wholly free from defects, errors and bugs; and subject to 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 other provisions of this Agreement, Lonza (i) becomes debarredthe Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, suspendederrors and bugs. The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, excluded, sanctioned, the Provider gives no warranty or otherwise declared ineligible under representation that the Act; Lonza agrees Hosted Services will be entirely secure. The Customer acknowledges that the Hosted Services are designed to promptly notify Customer. Lonza also agrees be compatible only with that software and those systems [specified as compatible in the event Hosted Services Specification]; and the Provider does not warrant or represent that it becomes debarredthe Hosted Services will be compatible with any other software or systems. The Customer acknowledges that the Provider will not provide any [legal, suspendedfinancial, excludedaccountancy or taxation advice] under this Agreement or in relation to the Hosted Services; and, sanctionedexcept to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or otherwise declared ineligible represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person. Nothing in this Agreement will: limit or exclude any liability for death or personal injury resulting from negligence limit or exclude any liability for fraud or fraudulent misrepresentation limit any liabilities in any way that is not permitted under the Act, it shall promptly cease applicable law; or exclude any liabilities that may not be excluded under applicable law. The limitations and exclusions of liability set out in this Clause and elsewhere in this Agreement: are subject to Clause ; and govern all activities liabilities arising under this Agreement or relating to the subject matter of this Agreement; 11.1.7 subject , including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to payment the extent expressly provided otherwise in this Agreement. [Neither party shall be liable to the other party] OR [The Provider shall not be liable to the Customer] OR [The Customer shall not be liable to the Provider] in respect of undisputed invoicesany losses arising out of a Force Majeure Event. [Neither party shall be liable to the other party] OR [The Provider shall not be liable to the Customer] OR [The Customer shall not be liable to the Provider] in respect of any loss of profits or anticipated savings. [Neither party shall be liable to the other party] OR [The Provider shall not be liable to the Customer] OR [The Customer shall not be liable to the Provider] in respect of any loss of revenue or income. [Neither party shall be liable to the other party] OR [The Provider shall not be liable to the Customer] OR [The Customer shall not be liable to the Provider] in respect of any loss of use or production. [Neither party shall be liable to the other party] OR [The Provider shall not be liable to the Customer] OR [The Customer shall not be liable to the Provider] in respect of any loss of business, title contracts or opportunities. [Neither party shall be liable to all Product the other party] OR [The Provider shall not be liable to the Customer] OR [The Customer shall not be liable to the Provider] in respect of any loss or corruption of any data, database or software[; providing that this Clause shall not protect the Provider unless the Provider has fully complied with its obligations]. [Neither party shall be liable to the other party] OR [The Provider shall not be liable to the Customer] OR [The Customer shall not be liable to the Provider] in respect of any special, indirect or consequential loss or damage. The liability of [each party to the other party] OR [the Provider to the Customer] OR [the Customer to the Provider] under this Agreement in respect of any event or series of related events shall not exceed the greater of: [amount]; and all New [the total amount paid and payable by the Customer Intellectual Property provided to the Provider under this Agreement in the 12 month period preceding the commencement of the event or events]. The aggregate liability of [each party to the other party] OR [the Provider to the Customer] OR [the Customer to the Provider] under this Agreement shall pass free not exceed the greater of: [amount]; and clear of any security interest, lien or other encumbrance in favour of Lonza; and 11.2 [the total amount paid and payable by the 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 Provider under this Agreement].

Appears in 1 contract

Samples: Saas Agreement

Warranties. 11.1 Lonza 10.1 Each of the Vendors hereby severally (and not jointly and severally) warrants to the Purchaser that: 11.1.1 10.1.1 he is entitled and able to sell with full title guarantee the Services shall be performed number of Shares set opposite his name in a professional and workmanlike manner and column 3 of Part 1 of the Schedule to the Purchaser on the terms set out in accordance with all Applicable Lawsthis 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 it 10.1.2 he has the necessary corporate authorizations requisite powers and authorities to enter into and perform his 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 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 10.1.3 this Agreement shall pass free constitutes valid and clear of any security interest, lien or other encumbrance binding obligations on him in favour of Lonzaaccordance with its terms; and 11.2 Customer warrants that:10.1.4 the execution, delivery and performance by him of this Agreement and any agreement or document entered into pursuant to this Agreement will not result in a breach of any law or order, judgment or decree of any Court, governmental agency or regulatory body to which he is a party or by which he is bound. 11.2.1 10.2 The Warrantors hereby severally (and not jointly and severally) warrant to the Purchaser that each Warranty contained in Parts 5, 10 and 11 of the Schedule is true and accurate as of at the date of this Agreement Agreement. 10.3 The Warranties are given subject to matters fairly disclosed in the Disclosure Letter and subject to Clause 1.4 and Clause 11. 10.4 Except where the context otherwise requires or where expressly provided to the best contrary, each of the Customer’s knowledge Warranties contained in Parts 5, 10 and belief11 of the Schedule shall apply not only to the Companies, but also to each of the Customer has all Subsidiaries, as if they had been expressly repeated with respect to each Subsidiary, naming it in place of the Companies throughout, and references to “Company” shall be to both “EIM” and “TBK”. 10.5 Each of the Warranties shall be construed as a separate and independent Warranty and shall not be governed, limited or restricted by reference to any other term of this Agreement or any other Warranty (other than where expressly provided to the contrary). 10.6 The Purchaser hereby irrevocably and unconditionally waives any rights necessary which it might otherwise have had to permit Lonza seek to perform the Services without infringing the Intellectual Property rights rescind or terminate this Agreement for, or arising out of, a claim for breach or non-fulfilment of any Third Party and the performance of the Services Warranties. 10.7 The rights and remedies of the Purchaser in respect of any breach of the Warranties shall not infringe be affected by completion of the purchase of the Shares, by any Third Party Intellectual Property rights;investigation made by or on behalf of the Purchaser into the affairs of the Group, by its rescinding or failure to rescind this Agreement, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release expressly referring to such breach. 11.2.2 Customer will promptly notify Lonza 10.8 Each of the Warrantors agrees with the Purchaser (for itself and as trustee for each Group Company and their respective directors, officers and employees) to waive any claim or remedy or right which they may have in writing if it receives respect of any misrepresentation, inaccuracy or is notified omission in or from any information or advice supplied or given by any Group Company or a director, officer or employee of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof any Group Company for the provision purpose of assisting the Services infringes Warrantors in giving any Intellectual Property warranty, representation, undertaking or other rights of covenant, in preparing the Disclosure Letter and in entering into this Agreement or any Third Party; and 11.2.3 Customer has the necessary corporate authorizations agreement or document entered into pursuant to enter into this Agreement. 10.9 If any amount payable to the Purchaser in respect of any Warranty or otherwise pursuant to this Clause 10 is subject to Tax, that amount shall be increased so as to ensure that the net amount received by the Purchaser shall, after Tax, be equal to that which would have been received had the payment and any increased payment not been subject to Tax. For the avoidance of doubt, any such increase pursuant to this Clause 10.9 shall be included for the purposes of determining any Warranty and Tax Undertaking limitations in Part 12 of the Schedule. This Clause 10.9 shall not apply to increase the amount payable in respect of any Warranty or otherwise pursuant to this Clause 10 if and to the extent that: 10.9.1 the Tax to which the amount payable is subject has already been taken into account in determining the quantum of the amount payable; or

Appears in 1 contract

Samples: Share Purchase Agreement (Euronet Worldwide Inc)

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 CICBL in providing any information in accordance with this Agreement, except where Code of Conduct is inconsistent with this Agreement or applicable laws in Xxxx Islands; c) Business/Credit Information obtained from CICBL will not be sought or used by the Client other than in accordance with the provisions of the Code of Conduct established by CICBL; d) the Client will hold secure any Client Database Access Code provided by CICBL 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 CICBL 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 CICBL’s systems. 6.7.1 The CICBL 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 CICBL reasonability 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: Membership Agreement

Warranties. 11.1 Lonza 5.1 The Vendor warrants to the Purchaser that: 11.1.1 5.1.1 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 Vendor has and will meet the Specifications at the date of delivery; 11.1.4 it or its Affiliate holds all necessary permits, approvals, consents have full power 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 Agreementagreement and the Deed of Indemnity which constitute or when executed will constitute binding obligations in accordance with their respective terms; 11.1.6 Lonza has never been debarred under 5.1.2 the Generic Drug Enforcement Act Shares constitute the whole of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In issued and allotted share capital of the event that during Company; 5.1.3 except as provided by this Agreement and the term of this Pledge 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 there is and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interestat Completion will be no pledge, lien or other encumbrance on, over or affecting the Shares and there is and at Completion will be no agreement or arrangement to give or create any such encumbrance and no claim has been or will be made by any person to be entitled to any of the foregoing; 5.1.4 the Vendor will be entitled to transfer the full legal and beneficial ownership of the Shares to the Purchaser on the terms of this agreement without the consent of any third party; 5.1.5 the information in favour of LonzaSchedule [2] relating to the Company is true and accurate in all respects; 5.1.6 save as set out in the Disclosure Letter, the Warranties in Schedule [3] are true and accurate in all respects; and, except in respect of anything to which the Purchaser gives its consent under clause [5.6], will continue to be so up to and including Completion; 11.2 Customer warrants 5.1.7 the contents of the Disclosure Letter and of all accompanying documents are true and accurate in all respects and fully, clearly and accurately disclose every matter to which they relate. 5.2 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no clause of this agreement shall govern or limit the extent or application of any other clause. 5.3 The Vendor shall promptly disclose in writing to the Purchaser any event or circumstance which arises or becomes known to it prior to Completion and is materially inconsistent with any of the Warranties or the contents of the Disclosure Letter or might be material to be known by a purchaser for value of the Shares. 5.4 Except for the Warranties set forth in Sections 5.1.1 through 5.1.5, all Warranties and the information contained in the Disclosure Letter is provided solely in reliance upon the information provided to Vendor by the Company's managing director (the "Managing Director") and/or its officers, agents, representatives or advisers (collectively "Agents"). The parties to this agreement acknowledge that: (a) Vendor did not own or control the business of the Company prior to Xxxxxx 00, 0000, (x) the Managing Director has exercised and maintained day-to-day management and control over the Company's business, assets and operations since its inception, and (c) the Managing Director has comprehensive and extensive knowledge and familiarity with all aspects of the Company including, without limitation, its business, assets and operations. All Warranties and Indemnities (including without limitation as set forth in the Deed of Indemnity) provided by Vendor under this agreement are accordingly qualified as follows: (i) all such Warranties and Indemnities exclude events, occurrences, acts, omissions and conditions which occurred or existed prior to August 13, 1997 or after December 31, 1998 or any Warranty Claim arising from the foregoing, and (ii) all such Warranties and Indemnities exclude events, occurrences, acts, omissions and conditions which the Purchaser or the Managing Director had actual knowledge of prior to Completion or which occurred or arose as a result of the conduct of the Managing Director or any Agent acting under the direction of the Managing Director or any Warranty Claims arising from the foregoing. 5.5 The Vendor shall not make any claim against the Company or the Managing Director, or the Agents in connection with the information supplied by the Agents in connection with the Warranties and the Disclosure Letter unless such Agent knew that the information delivered to Vendor contains or will contain any untrue statement of a material fact or deliberately omits or will omit any material fact necessary in order to make the statements made in the Warranties, in the light of the circumstances under which they are or were made, not misleading. 5.6 The Vendor shall procure that in so far as it is able and except so far as may be necessary to give effect to this agreement, the Company shall not before Completion without the prior written consent of the Purchaser: 11.2.1 as 5.6.1 do, procure or allow anything which may cause, constitute or result in a breach of the date Warranties; or 5.6.2 in any way depart from the usual course of this Agreement to its business. 5.7 The Vendor shall procure that until Completion the best Purchaser, its agents, representatives and professional advisers are given promptly on request whatever facilities and information regarding the business, assets, liabilities, contracts and affairs of the Customer’s knowledge Company, 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 documents of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or title and other evidence of ownership of its assets, that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; andPurchaser may require. 11.2.3 Customer 5.8 The Purchaser acknowledges that it has the necessary corporate authorizations not been induced to enter into this Agreementagreement by any representation or warranty other than the Warranties.

Appears in 1 contract

Samples: Share Sale Agreement (Svi Holdings 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 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 has never been debarred (b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfillment of the Provider's obligations under this Agreement; and 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 1 contract

Samples: Terms and Conditions

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 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

Samples: Loan and Security Agreement (Reeds Inc)

Warranties. 11.1 Lonza The persons signing this Agreement and/or a Statement of Work 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 the absolute legal and beneficial title in and to the Services shall be performed in a professional and workmanlike manner has the unfettered right to supply and in accordance with all Applicable Lawsprovide them and to pass unencumbered right and/or title to the 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, financial resources, Personnel, capacity, knowledge, experience, resources, equipment, and infrastructure to enter into provide the Services as required by the Agreement and/or a Statement of Work; 11.2.3 it is a member of all professional and perform this other bodies as may be required by applicable legislation and/or relevant industry regulations pertaining to its business and such membership is current and valid and will be maintained for the duration of the Agreement; 11.1.6 Lonza has never been debarred 11.2.4 it holds, and will hold throughout this Agreement, all licences, certificates, permits, consents, approvals, and authorities required to perform its obligations pursuant to this Agreement and/or a Statement of Work; 11.2.5 in fulfilling its obligations under this Agreement, it will not infringe the Generic Drug Enforcement intellectual property rights of any third party; 11.2.6 it will comply with all applicable legislation in performing its obligations pursuant to this Agreement and/or a Statement of Work, including but not limited to: 11.2.6.1 the Compensation for Occupational Injuries and Diseases Act 140 of 1992, 21 U.S.C. Sec. 335a 1993 (a) or (b) (the ActCOIDA”). In The Service Provider will, upon request by the event that during University, produce written proof of its registration and good standing with the term of this AgreementCompensation Commissioner, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that as defined 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 AgreementCOIDA; 11.1.7 subject 11.2.6.2 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 payment of undisputed invoicesbe an employer in its own right with duties prescribed in the OHSA and undertakes to procure that all work will be performed, title to all Product 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; 11.2.6.3 the Basic Conditions of Employment Act 75 of 1997 (“BCEA”); 11.2.6.4 the Labour Relations Act 66 of 1995 (“LRA”); 11.2.6.5 the Data Protection Legislation; and 11.2 Customer warrants that: 11.2.1 as 11.2.6.6 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 and/or a Statement of Work 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’s 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; 11.2.7 it has not committed an act of insolvency as contemplated in section 8 of the Insolvency Act 24 of 1936; 11.2.8 it has full power and authority to accept its appointment as set out in clause 1 and perform its obligations pursuant to this Agreement and/or a Statement of Work; 11.2.9 it is and must remain throughout the duration of the Agreement and/or a Statement of Work, the employer of all individuals who may work for the Service Provider in providing the Services, and the Service Provider will be solely responsible for the remuneration, insurance, and other obligations in respect of its Personnel. 11.2.10 that it will use Commercially Reasonable Efforts: 11.2.10.1 to ensure that no viruses or similar items are coded or introduced into the systems or University Information Technology Systems used to provide the Services; 11.2.10.2 not to introduce or code any viruses or similar items into any University Information Technology Systems or Services. 11.3 If a virus or similar item is found and the presence of same is due to the best Service Provider’s reckless or negligent act or omission, the Service Provider must reduce the effects of the Customer’s knowledge and beliefvirus or similar item and, if the virus or similar item causes loss of operational efficiency or loss of data, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party Service Provider must mitigate and the performance restore such losses within 2 (two) Business Days. Any work required under this clause 11.2.10 will be considered part of the Services shall not infringe and the Service Provider must perform such work without adjustment to the Fees. 11.4 A breach of 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 undertakings and/or warranties as set out in this Agreement and/or a Statement of Work will be deemed to be a material breach of the Agreement entitling the University to, subject to the provisions of clause 23, terminate the Agreement and/or a Statement of Work. A termination under clause 11 will be without prejudice to any Intellectual Property or of the University’s rights. 11.5 The warranties contained in this Agreement and/or a Statement of Work are in addition to any other rights of any Third Party; and 11.2.3 Customer has express, implied and/or statutory warranties applicable to the necessary corporate authorizations to enter into this Agreement.Services,

Appears in 1 contract

Samples: Professional 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 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.

Appears in 1 contract

Samples: Service Agreement

Warranties. 11.1 Lonza 16.1 The Client warrants that (a) it has disclosed and will disclose to HIF every fact which might influence HIF's decision to enter into or continue the Agreement, purchase a Debt or to accept any person as a Guarantor and (b) all facts and information disclosed to HIF by the Client were true and accurate at the time provided. 16.2 The inclusion of a Debt in a Notification is a warranty by the Client to HIF 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) the goods or services have been Delivered and the Contract of Sale has been performed so that the Debt is an undisputed and enforceable payment obligation of the relevant Customer; (b) the Debt is payable within the Standard Payment Terms or such other terms as agreed by HIF in writing; (c) the “Act”Debt is owned by the Client and not subject to any Security Interest in favour of a third party; (d) the Debt has not been previously Notified to HIF; (e) the Debt is not a Non-Notifiable Debt (unless HIF has told the Client to Notify the relevant Debt under Condition 6.5). In ; (f) the event that during relevant Customer is not Insolvent; (g) the term Debt is payable in a Debtor Currency and without retention, set-off, deduction or counterclaim except for any prompt settlement discount not exceeding five per cent of this Agreement, Lonza the Notified value of the Debt or such other percentage confirmed by HIF in writing; (h) the Debt is freely assignable and is payable under a Contract of Sale governed by (i) becomes debarredEnglish, suspendedScots or Northern Irish law, excluded, sanctioned, provided that either the Client or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Customer is located in the event that it becomes debarred, suspended, excluded, sanctioned, jurisdiction whose law governs the contract or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement(ii) any other law approved by HIF in writing; 11.1.7 subject to payment (i) if a Customer is located outside the United Kingdom, Ireland, the Isle of undisputed invoicesMan and the Channel Islands, title to the relevant Contract of Sale includes the relevant Incoterms and is in writing; (j) the correct details of the Customer appear on documents evidencing the Debt; (k) all Product details contained in the Notification are correct 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 Lonzacomplete; and 11.2 Customer warrants that: 11.2.1 as of (l) the date of this Agreement to person signing or delivering 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 Notification has the necessary corporate authorizations authority to enter into this Agreementdo so.

Appears in 1 contract

Samples: Debt Purchase Agreement (Lakeland Industries 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 13.1. Clinigen represents and warrants that: 11.1.1 the Services i) It shall be performed in a professional hold and workmanlike manner maintain all relevant licences and in accordance regulatory authorisations and shall comply with all Applicable Laws; 11.1.2 Lonza will not knowingly include applicable legal and regulatory requirements 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 relation to the best supply and distribution of the Customer’s knowledge Products 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 (where applicable) in the relevant Territories: ii) all Services will be performed in a professional, workmanlike and timely manner and in compliance with these Conditions, the Service Specific Terms, the SOW and all applicable laws and regulatory requirements, and it will not infringe or misappropriate any Intellectual Property or other intellectual property rights of any Third Partythird party during its performance of the Services: 171013114 v3 DocuSign Envelope ID: 10B907FE-FBF5-444C-93D7-DADEDC67EA25 iii) it will inform the Client on a timely basis of any Product complaints that it receives from Customers; iv) unless otherwise provided for in a Safety Data Exchange Agreement between the Parties, it will inform the Client of any adverse reaction(s) to the Products reported to it by any person within one (1) Business Day of cognisance. v) neither it nor any of its employees are presently debarred, suspended, proposed for debarment or declared ineligible for the award of contracts by any government authority; and 11.2.3 Customer vi) It is under no obligation to any Third Party which would prevent Client from carrying out its duties and other obligations under this Agreement or any SOW or which is inconsistent with the provisions herein contained. 13.2. The Client represents and warrants that: i) It shall hold and maintain all licences necessary, and is authorised, to manufacture, assemble, package and label, export from the country of manufacture (if applicable) and supply the Client Products to Clinigen for Clinigen to distribute within the Territory in accordance with the terms of this Agreement and all relevant SOWs; ii) It will comply with all applicable laws and regulatory requirements including, but without prejudice to the generality of the foregoing, those in relation to the manufacture, assembly, packaging, packing, labelling, export from the country of manufacture (if applicable) and/or supply of each of the Client Products to Clinigen; iii) To Client’s knowledge, the Client’s Products, their manufacture, assembly, packaging and labelling, export from the country of manufacture (if relevant), use, supply to Clinigen and sale, supply or distribution of the Products and the use by Clinigen of the Client’s Trade Marks in the Territory by Clinigen will not infringe the Intellectual Property Rights of any third party; iv) the Client’s Products and their packaging and labelling shall conform to their description, specification and data sheet or summary of product characteristics; v) it has title to the necessary corporate authorizations Client’s Products; vi) neither it nor any of its employees are presently debarred, suspended, proposed for debarment or declared ineligible for the award of contracts by any government authority; and vii) it is under no obligation to enter into any Third Party which would prevent Client from carrying out is duties and other obligations under this Agreement.Agreement or any SOW or which is inconsistent with the provisions herein contained. 171013114 v3 DocuSign Envelope ID: 10B907FE-FBF5-444C-93D7-DADEDC67EA25

Appears in 1 contract

Samples: Master Services Agreement

Warranties. 11.1 Lonza Ticketmaster warrants that: 11.1.1 to User that it is the Services shall owner of the System and 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 1 contract

Samples: License Agreement (Ticketmaster)

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

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