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
Sources: Development and Manufacturing Services Agreement (Vaxcyte, Inc.), Development and Manufacturing Services Agreement (Vaxcyte, Inc.), Development and Manufacturing Services Agreement (Vaxcyte, Inc.)
Warranties. 11.1 Lonza (a) Company warrants that:that Cloud Service will perform substantially in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement.
11.1.1 the (b) Company represents and warrants that all such Professional 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 generally accepted industry standards. For any breach of this warranty 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 Section 6.2(b), Subscriber’s exclusive remedy and Engineering Batches, the manufacture of Product Company’s entire liability shall be performed the re-performance of the applicable Professional Services.
(c) Company makes only the limited warranties expressly stated 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 and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) becomes debarredreported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, suspended(ii) any Order or Third Party Content will be uninterrupted, excludederror free, sanctionedfail-safe, fault-tolerant, 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, sanctionedfree of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise declared ineligible lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee.
(d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment appropriate uses for the Cloud Services and the results 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 use; and
11.2 Customer warrants that:
11.2.1 as Company will not be liable for the results obtained through Subscriber’s use of the date Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of this Agreement to the best of the Customer’s knowledge and beliefsensitive, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) 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 Agreementsimilar hazardous environment.
Appears in 6 contracts
Sources: Master Subscription Agreement, Master Subscription Agreement, Contract With Brightly Software for Cloud Based Subscription
Warranties. 11.1 Lonza warrants that10.1 The Supplier warrants, represents and undertakes that without prejudice to any warranty implied by an applicable Law:
11.1.1 10.1.1 it shall comply with the Framework Agreement;
10.1.2 it has, and shall ensure its Staff shall have, and shall maintain throughout the Term all appropriate licences and registrations with the relevant bodies to fulfil its obligations under this Contract;
10.1.3 it has all rights, consents (including, where the Supplier’s procedures required, the consent of any parent company), authorisations, licences and accreditations required to provide the Services and shall be performed maintain such consents, authorisations, licences and accreditations throughout the Term;
10.1.4 it has and shall maintain a properly documented system of quality controls and processes covering all aspects of its obligations under this Contract and/or under Law and/or Guidance and shall at all times comply with such quality controls and processes;
10.1.5 it shall not make any significant changes to its system of quality processes in a professional relation to the Services without notifying the Authority in writing at least twenty one (21) days in advance of such change (such notice to include the details of the consequences which follow such change being implemented);
10.1.6 where any act of the Supplier requires the notification to and/or approval by any regulatory or other competent body in accordance with any Law and workmanlike manner Guidance, the Supplier shall comply fully with such notification and/or approval requirements;
10.1.7 receipt of the Services by or on behalf of the Authority and use of the deliverables or of any other item or information supplied or made available to the Authority as part of the Services will not infringe any third party rights, to include without limitation any Intellectual Property Rights;
10.1.8 it will comply with all Law, Guidance, Policies and the Supplier Code of Conduct in so far as it is relevant to the provision of the Services;
10.1.9 it will provide the Services using reasonable skill and care and in accordance with Good Industry Practice and shall fulfil all Applicable Lawsrequirements of this Contract using appropriately skilled, trained and experienced staff;
11.1.2 Lonza will not knowingly include 10.1.10 unless otherwise set out in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested Specification and Tender Response Document and/or as otherwise agreed in any Third Partywriting by the Parties, it has and/or shall procure all resources, equipment, consumables and other items and facilities required to provide the Services;
11.1.3 except 10.1.11 without limitation to the generality of Clause 10.1.8 of this Schedule 2 of these Call-off Terms and Conditions, it shall comply with respect to any development services all health and Engineering Batchessafety processes, the manufacture of Product shall be performed requirements safeguards, controls, and training obligations in accordance with cGMP its own operational procedures, Law, Guidance, Policies, Good Industry Practice, the requirements of the Specification and will meet Tender Response Document and any notices or instructions given to the Specifications at Supplier by the date Authority and/or any competent body, as relevant to the provision of deliverythe Services and the Supplier’s access to the Premises and Locations in accordance with this Contract;
11.1.4 10.1.12 without prejudice to any specific notification requirements set out in this Contract, it or its Affiliate holds all necessary permits, approvals, consents will promptly notify the Authority of any health and licenses to enable it to perform the Services at the Facility;
11.1.5 it safety hazard which 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, sanctionedarisen, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Supplier is aware may arise, 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 connection with the performance of the Services shall not infringe any Third Party Intellectual Property rightsand take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by such hazards;
11.2.2 Customer will promptly notify Lonza 10.1.13 any equipment it uses 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 shall comply with all relevant Law and Guidance, be fit for its intended purpose and maintained fully in accordance with the manufacturer’s specification and shall remain the Supplier’s risk and responsibility at all times;
10.1.14 unless otherwise confirmed by the Authority in writing (to include, without limitation, as part of the Specification and Tender Response Document), it will ensure that any Intellectual Property products purchased by the Supplier partially or other rights wholly for the purposes of any Third Party; and
11.2.3 Customer has providing the necessary corporate authorizations to enter into this Agreement.Services will comply with requirements five
Appears in 6 contracts
Sources: Call Off Agreement, Call Off Agreement, Call Off 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 5 contracts
Sources: Grant Agreement, Community Chest Funding Agreement, Funding Agreement
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
Sources: Service Agreement, Service Agreement, Service Agreement
Warranties. 11.1 Lonza warrants Each Collaboration Supplier warrant and represent that:
11.1.1 the Services shall be performed in a professional : it has full capacity and workmanlike manner authority and in accordance with all Applicable Laws;
11.1.2 Lonza will necessary consents (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 to any development services and Engineering Batcheslimited to, if its processes require, the manufacture consent 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 parent company) to enter into and to perform this Agreement;
11.1.6 Lonza has never been debarred under Agreement and that this Agreement is executed by an authorised representative of the Generic Drug Enforcement Act Collaboration Supplier its obligations will be performed by appropriately experienced, qualified and trained personnel with all due skill, care and diligence including but not limited to good industry practice and (without limiting the generality of 1992, 21 U.S.C. Sec. 335a (athis clause 7) or (b) (the “Act”). In the event that during the term of in accordance with its own established internal processes Except as expressly stated in this Agreement, Lonza all warranties and conditions, whether express or implied by statute, common law or otherwise (iincluding but not limited to fitness for purpose) becomes debarred, suspended, excluded, sanctionedare excluded to the extent permitted by law. Limitation of liability None of the parties exclude or limit their liability for death or personal injury resulting from negligence, or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services Act 1982. Nothing in this Agreement will exclude or limit the liability of any party for fraud or fraudulent misrepresentation. Subject always to clauses 8.1 and 8.2, the liability of the Buyer to any Collaboration Suppliers for all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than if made fraudulently), breach of statutory duty or otherwise declared ineligible under this Agreement (excluding Clause 6.4, which will be subject to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that limitations of liability set out in the event that it becomes debarredrelevant Contract) will be limited to [(£,000)]. Subject always to clauses 8.1 and 8.2, suspendedthe liability of each Collaboration Supplier for all claims (by way of indemnity or otherwise) arising whether in contract, excludedtort (including negligence), sanctionedmisrepresentation (other than if made fraudulently), breach of statutory duty or otherwise declared ineligible under this Agreement will be limited to [Buyer to specify]. Subject always to clauses 8.1, 8.2 and 8.6 and except in respect of liability under clause 6 (excluding clause 6.4, which will be subject to the Actlimitations of liability set out in the [relevant contract] [Call-Off Contract]), it shall promptly cease all activities in no event will any party be liable to any other for: indirect loss or damage special loss or damage consequential loss or damage loss of profits (whether direct or indirect) loss of turnover (whether direct or indirect) loss of business opportunities (whether direct or indirect) damage to goodwill (whether direct or indirect) Subject always to clauses 8.1 and 8.2, the provisions of clause 8.5 will not be taken as limiting the right of the Buyer to among other things, recover as a direct loss any: additional operational or administrative costs and expenses arising from a Collaboration Supplier’s Default wasted expenditure or charges rendered unnecessary or incurred by the Buyer arising from a Collaboration Supplier's Default Dispute resolution process All disputes between any of the parties arising out of or relating to this Agreement;
11.1.7 subject Agreement will be referred, by any party involved in the dispute, 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 the representatives of the date of this Agreement to parties specified in the best of Detailed Collaboration Plan. If the Customer’s knowledge and belief, dispute cannot be resolved by 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.parties' representatives nominated under clause
Appears in 4 contracts
Sources: Call Off Contract, G Cloud 13 Call Off Contract, Call Off Contract
Warranties. 11.1 Lonza 9.1 The Provider warrants to the Client that:
11.1.1 a) the Services shall be performed in a professional Provider has the legal right and workmanlike manner authority to enter into the Agreement and to perform its obligations under the Agreement;
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 the Agreement;
c) the Platform will incorporate security features reflecting the requirements of good industry practice: and
d) that the Hosted Services, when used by the Client in accordance with all Applicable Laws;
11.1.2 Lonza the Agreement, will not knowingly include in breach any laws, statutes or regulations applicable under the Manufacturing Process English law and will not infringe the Intellectual Property Rights of any elements that infringe any such intellectual or industrial property rights vested person in any Third Party;jurisdiction and under any applicable law.
11.1.3 except 9.2 The Client acknowledges that:
a) use of the Hosted Services is at the Client’s sole risk, that the Provider cannot and does not warrant that the service will meet all requirements of the Client, or that the operation of the Hosted Services will be uninterrupted or error- free.
b) the Hosted Services and anything related thereto are provided "as is" and "as available", with all faults and without warranty of any kind, and Provider hereby expressly disclaims all warranties and conditions with respect to any development services the Hosted Services and Engineering Batchesanything related thereto, either express, implied or statutory, including, but not limited to, the manufacture implied warranties and/or conditions of Product shall be performed in accordance with cGMP merchantability, of satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and will meet of non-infringement of third party rights. No oral or written information or advice given by the Specifications at the date of delivery;
11.1.4 it Provider or its Affiliate holds all necessary permitsshall mean or intend to create a warranty, approvalsexpress or implied.
c) complex software is never wholly free from defects, consents errors, bugs etc. nor entirely free from security vulnerabilities; and licenses subject to enable it the other provisions of the Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure or that the Hosted Services will be wholly free from defects, errors and/or bugs or that such defects shall be corrected promptly by the Provider.
d) the Hosted Services are designed to perform be compatible only with that software and those systems specified as compatible in the Hosted Services at Specification; and the Facility;Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
11.1.5 e) the Provider may not be able to ensure exactly 100% accuracy in results or go by the sharp 30-second verification time; these figures may vary slightly as the verification process can be delayed owing to heavy website traffic or the clarity of the verification document.
9.3 The Client warrants to the Provider that it has the necessary corporate authorizations legal right and authority to enter into the Agreement and to perform this Agreement;
11.1.6 Lonza has never been debarred its obligations under the Generic Drug Enforcement Act Agreement.
9.4 All of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In parties' warranties and representations in respect of the event that during subject matter 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 Agreement are expressly 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 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 4 contracts
Sources: Terms and Conditions, Terms and Conditions, Terms and Conditions
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 ▇▇▇ ▇▇▇▇;
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
Sources: Funding Agreement, Funding Agreement, Funding Agreement
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications 12.1. As at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permitsEffective Date, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during daily throughout the term of this Agreement, Lonza You warrant that:
12.1.1. You comply with (iand You have not and will not do anything that will cause Us not to comply with):
a) becomes debarredApplicable Law;
b) any applicable Payment Network Rules;
12.1.2. You are correctly organised, suspended, excluded, sanctioned, or otherwise declared ineligible validly existing and in good standing under the Act; Lonza agrees laws of the jurisdiction in which Your business is registered and are authorised to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible enter into and carry out Your responsibilities under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject 12.1.3. You are correctly qualified and licensed to payment of undisputed invoices, title do business in all states and countries in which You operate and You have the power to all Product and all New Customer Intellectual Property provided to Customer under carry on Your activities;
12.1.4. this Agreement shall pass free and clear of any security interest, lien does not breach Your constitutional or other encumbrance in favour of Lonza; governing documents (e.g. rules, partnership agreement, or trust deed) and
11.2 Customer warrants that:
11.2.1 as of the date of , all necessary action has been taken to authorise this Agreement to the best and any Statement of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rightsWork;
11.2.2 Customer will promptly notify Lonza in writing if it receives 12.1.5. the person(s) signing this Agreement, or is notified any Statement of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations Work, on Your behalf is/are duly authorised to enter into this Agreement, or Statement of Work, on Your behalf;
12.1.6. all information You provide or have provided to Us in connection with this Agreement, including in the Application Documents, is true, accurate, and complete;
12.1.7. there is no legal action or regulatory investigation pending or (to the best of Your knowledge) threatened against You that might have an effect on You or affect Your ability to carry out Your responsibilities under this Agreement; and
12.1.8. carrying out the terms of this Agreement will not cause You to breach any other enforceable agreement(s) to which You are party.
12.1.9. You conduct Your business in line with good business practice and in a fair and ethical manner.
12.2. We warrant that during the Warranty Period the Access Payment Product(s), when used in accordance with the Documentation, will operate in all material respects in accordance with the Documentation and the functionality will not be materially decreased during the Term. We will obtain and at all times during the Licence Term maintain all necessary licences and consents and comply with all applicable laws and regulations relating to the Access Payment Product(s). This warranty is further dependent on all Fees being paid up to date and You using current virus scanning software from time to time. This warranty does not cover minor errors that do not materially affect the functionality of the Access Payment Product(s) and, for the avoidance of doubt, We do not warrant that the operation of the Access Payment Product(s) will be uninterrupted or error free
Appears in 4 contracts
Sources: Framework Agreement, Framework Agreement, Framework 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 ▇▇▇▇▇▇.
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
Sources: Services Agreement, Services Agreement, 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 ▇▇▇▇ (or claims ownership rights to the ▇▇▇▇) 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
Sources: License Agreement (Ticketmaster), License Agreement (Ticketmaster), License Agreement (Ticketmaster)
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
Sources: Sale of Business Agreement, Sale of Business Agreement, Sale of Business 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 3 contracts
Sources: End User License Agreement (Eula), Terms & Conditions, End User License Agreement (Eula)
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 ▇▇▇▇▇▇▇ 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
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale 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 in any jurisdiction and under any applicable 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 3 contracts
Sources: Saas Agreement, Saas Agreement, Saas 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
Sources: Voter List Management Services Agreement, Voter List Management Services Agreement, Voter List Management Services Agreement
Warranties. 11.1 Lonza 16.1 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.
16.2 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 Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(d) the event Platform will incorporate security features reflecting the requirements of good industry practice.
16.3 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.
16.4 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.
16.5 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 16.6 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.
16.7 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 3 contracts
Sources: Service Agreement, Software License Agreement, sums.org Agreement
Warranties. 11.1 Lonza 13.1. The Company warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or The Works will conform to the Statement of Work; and
(b) The Goods will be free from material defects at the time of installation and for the Warranty Period.
13.2. The Company will repair or make good any defects in its Workmanship arising within one year following completion of the Workmanship for which the defect is claimed (the “ActWorkmanship Guarantee”). In The Workmanship Guarantee is subject to the event that during following conditions:
(a) The Company is not liable to carry out any remedial work under the term Workmanship Guarantee unless we receive written notice from the Customer of the claim within seven days after discovery of the defect.
(b) The Workmanship Guarantee does not apply to the Goods (for which the Customer acknowledges clause 13.1(b) applies).
(c) The Company’s liability in respect of all claims arising from the Workmanship Guarantee will be limited to the labour value of the Workmanship.
(d) The Workmanship Guarantee does not cover any occurrence which would normally be covered by the Customer’s public liability insurance or any other form of insurance.
(e) The Workmanship Guarantee does not apply where alterations or repairs are made by the Customer or any third party to the Works without the knowledge and prior written consent of the Company (and without the Company first having the opportunity to remedy the same to its satisfaction).
(f) The benefit of the Workmanship Guarantee is not assignable by the Customer to any other person.
(g) The Workmanship Guarantee does not apply until the Works have been completed in full and the Customer has made all payments owing to the Company.
13.3. The Customer acknowledges that:
(a) no representations or warranties about the subject matter of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctionedagreement have been made by, or otherwise declared ineligible under on behalf of, the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of LonzaCompany; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, (b) the Customer has all not relied on any representations or warranties about the rights necessary subject matter of this agreement, except as expressly provided in this agreement.
13.4. The Company will not be liable to permit Lonza to perform the Services without infringing the Intellectual Property rights of Customer for any Third Party and the performance indirect, special, incidental, or consequential loss or damage, however caused.
13.5. The maximum liability of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza Company in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that relation to the use by Lonza thereof for the provision supply of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Works will not exceed the amount paid by the Customer has the necessary corporate authorizations to enter into this Agreementfor such Works.
Appears in 3 contracts
Sources: Terms of Trade, Confidentiality Agreement, Confidentiality 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
Sources: License Agreement, License Agreement (DreamWorks Animation SKG, Inc.), Transaction and Contribution Agreement (DreamWorks Animation SKG, Inc.)
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
Sources: Master Supply Agreement, Master Supply Agreement, Master Supply Agreement
Warranties. 11.1 Lonza 7.1 Each Party represents and warrants to the other Party that:: (a) it has the full power and authority to enter into this Agreement and perform its obligations under this Agreement; and (b) the execution, delivery and performance of this Agreement by it does not violate, conflict with or constitute a default under any agreement or instrument to which it is a party or by which it is bound, or any applicable Law, regulation or order of any court or other tribunal, except where such violation, conflict or default would not materially impair such Party’s performance of its obligations or the other Party’s enjoyment of its rights under this Agreement.
11.1.1 7.2 Company further warrants to Customer that: (a) the Subscription Services shall be performed in a professional and workmanlike manner and will function substantially in accordance with all Applicable Laws;
11.1.2 Lonza the applicable Documentation; and (b) it will use a generally commercially available virus detection or scanning program to test the Subscription Services for the presence of viruses. In the event of any nonconformance with any of the warranties specified in this Section 7.2, Customer will promptly (and in no event later than thirty (30) days after the non-conforming services were provided) notify Company of such nonconformance and Company will, following receipt of such notice from Customer, use commercially reasonable efforts to make available to Customer a conforming version of the Subscription Service. If Company fails to do so within thirty (30) days, and such nonconformance has the effect of materially diminishing the functionality and value of the Subscription Services as a whole, then Customer shall have the right to terminate this Agreement upon notice and recover the subscription fees paid to Company, pursuant to Section 10.7(d); provided, however, that such termination shall not knowingly include be permitted if, within such thirty (30) day period, Company has provided Customer with reasonable assurances that such nonconformance will be remedied within a reasonable period of time. The foregoing sets forth the exclusive remedies of Customer, and the sole liability of Company, in the Manufacturing Process event of any elements that infringe nonconformance with any such intellectual of the warranties set forth in this Section 7.2 or industrial property rights vested in any Third Party;
11.1.3 except otherwise with respect to any development services and Engineering Batcheserrors, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien service interruptions or other encumbrance in favour of Lonza; andproblems with the Subscription Services.
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief7.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementNEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY IS PROVIDING THE SUBSCRIPTION SERVICES AND SUPPORT SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND COMPANY DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBSCRIPTION SERVICES AND SUPPORT SERVICES OR THEIR PERFORMANCE HEREUNDER, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, COMPANY DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL MEET CUSTOMER’S EXPECTATIONS OR BE SECURE, ACCURATE, ERROR-FREE, OR OPERATE ON AN UNINTERRUPTED BASIS OR IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE OR SYSTEM. WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR ANY PROBLEMS WITH THE SUBSCRIPTION SERVICES OR SUPPORT SERVICES ATTRIBUTABLE TO THE INTERNET, FORCE MAJEURE OR CUSTOMER’S OR ANY AUTHORIZED USER’S NETWORK OR ABILITY TO ACCESS THE INTERNET.
Appears in 3 contracts
Sources: Master Subscription Agreement, Master Subscription Agreement, Master Subscription Agreement
Warranties. 11.1 Lonza 8.1. The Contractor warrants that:
11.1.1 8.1.1. it will at all times have adequate levels of resource to allow the performance of the Services in accordance with the terms of this Contract, including but not limited to the timescales for performance;
8.1.2. the Equipment and any associated software shall be performed free from material defects and will materially comply with any agreed specification(s);
8.1.3. it has and will for the duration of this Contract have all necessary licences, consents and authorisations or rights as may be provided for under any relevant legislation, regulations or administrative orders to provide the Services to the Customer;
8.1.4. the Services will (where relevant) meet or exceed the service levels set out in Schedule 1 and any applicable industry standards;
8.1.5. it will provide the Services in a timely, reliable and professional and workmanlike manner and will carry out its obligations in this Contract in accordance with all Applicable Lawsapplicable telecommunications, data protection and other laws, licences and regulations in force from time to time;
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 8.1.6. it has the necessary corporate authorizations full right, power and authority to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under Contract in accordance with its terms, and such entry and performance does not and will not violate or infringe the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) intellectual property 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 other rights of any security interest, lien or other encumbrance in favour of Lonzapersons; and
11.2 8.1.7. it is not knowingly engaged in, and will not knowingly during the Term engage in, any business, relationship, contract or other activity which damages or tarnishes, or is likely to damage or tarnish, the reputation of the Customer;
8.1.8. in relation to this Contract and/or its subject matter, neither the Contractor nor any of its employees, sub-contractors or agents or others performing services on behalf of the Contractor has done (or agreed to do) or will do (or agree to do) anything which constitutes a breach by the Parties of any Bribery Legislation;
8.1.9. it has in place, and will at all times during the Term continue to have in place, adequate procedures designed to prevent any person associated with the Contractor from committing an offence under the Bribery Legislation and as a minimum such procedures comply, and will at all times during the Term comply, with the most recent guidance issued from time to time by the Secretary of State pursuant to the Bribery Act 2010; and
8.1.10. it will throughout the Term comply with, monitor and enforce the procedures referred to in Clause 8.1.8.
8.2. The Customer warrants that:
11.2.1 as of 8.2.1. subject to Clause 8.1.3, it has and will for the date duration of this Agreement to the best of the Customer’s knowledge Contract have all necessary licences, consents and beliefauthorisations or rights as may be provided for under any relevant legislation, the Customer has all the rights necessary to permit Lonza regulations or administrative orders to perform its obligations under this Contract; and
8.2.2. it has the Services without infringing full right, power and authority to enter into and perform this Contract in accordance with its terms, and such entry and performance does not and will not violate or infringe 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 intellectual property or other rights of any Third Party; andother persons.
11.2.3 Customer has 8.3. Specific warranties regarding any Equipment to be provided by the necessary corporate authorizations Contractor are set out in Schedule 5.
8.4. Specific warranties regarding any Services to enter into this Agreementbe provided by the Contractor (including but not limited to in relation to any software) are set out in Schedule 5.
Appears in 3 contracts
Sources: Managed Services Contract, Services Contract, Services Contract
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 ▇▇▇▇ ▇▇▇▇▇▇▇▇, 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
Sources: Share Purchase Agreement, Share Purchase Agreement (China Mobile Games & Entertainment Group LTD)
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
Sources: Nia Fellowship Agreement, NHS Innovation Accelerator Programme 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
Sources: Copacker Supply Agreement (Indivior PLC), Copacker Supply Agreement (Indivior PLC)
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 2 contracts
Sources: Master Services Agreement, Master Services 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
Sources: Computer and Data Processing Services Agreement (Lawton Surgery Investment Company, LLC), Computer and Data Processing Services Agreement (NPMC Holdings, LLC)
Warranties. 11.1 Lonza warrants that:
11.1.1 10.1 We warrant that during the applicable Subscription Term: (a) the Services shall will substantially perform as specified in the Documentation when used in accordance with the terms of this Agreement; (b) We will not materially reduce the overall level of beneficial service provided to you under the Service Level Agreement; (c) the Services have been and will for the duration of the Subscription Term continue to be tested for Malware (including without limitation scanning with current versions of industry-standard antivirus software); and (d) Professional Services will be performed in a professional professional, ▇▇▇▇▇▇▇-like manner with reasonable skill and workmanlike manner and care in accordance with all Applicable Laws;industry standards.
11.1.2 Lonza will not knowingly include 10.2 Our sole liability (and Your exclusive remedy) for any breach of the foregoing warranty shall be to correct the nonconformity, provide You with a functionally equivalent replacement or, in the Manufacturing Process any elements that infringe any case of Professional Services, reperform the nonconforming services, provided you have notified us of such intellectual nonconformity within thirty (30) days of the performance thereof. If We cannot reasonably make such correction, substitution or industrial property rights vested reperformance, as determined in any Third Party;
11.1.3 except with respect to any development services and Engineering BatchesOur sole discretion acting in good faith, We will refund You (or, in the case Your Subscription is purchased through an Authorized Reseller, arrange through such Authorized Reseller, the manufacture refund of) any prepaid fees covering the remainder of Product shall be performed in accordance with cGMP the Subscription Term for the nonconforming Service (or any Fees paid for the nonconforming Professional Services) and will meet terminate Your access to and use of the Specifications at affected Service for which You have received the date of delivery;refund.
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses 10.3 Each party hereby warrants to enable it to perform the Services at the Facility;
11.1.5 other that: (a) it has the necessary corporate authorizations authority to enter into and perform this the Agreement;
11.1.6 Lonza has never been debarred , to grant the rights granted by it under the Generic Drug Enforcement Act of 1992Agreement, 21 U.S.C. Sec. 335a (a) or and to perform its obligations under the Agreement; and (b) (the “Act”). In the event that it will comply with all applicable laws and regulations in effect during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible the Agreement as they apply to such party’s rights and 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 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.
10.4 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Warranties. 11.1 Lonza The Client warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations full capacity and authority to enter into and perform this Agreementthe Contract and that the Contract is executed by a duly authorised representative of the Client;
11.1.6 Lonza 11.1.2 it will provide from time to time on a timely basis all necessary information reasonably required by 4SIGHT or a Vendor for the provision of the Services, and that all such information will, to the best of the Client’s knowledge and belief having made reasonable enquiry, be accurate and complete;
11.1.3 it owns or has never been debarred obtained valid licences, consents, permissions and rights to use, and where necessary to licence to 4SIGHT, any materials reasonably necessary for the fulfilment of all its obligations under the Generic Drug Enforcement Act Contract, including any third-party licences and consents in respect of 1992the Client Equipment and any Third Party Materials;
11.1.4 it will comply with and use the Services in accordance with the terms of the Contract and all applicable laws, 21 U.S.C. Sec. 335a and will not do any act that will infringe the rights of any third party including the publishing or transmission of any materials contrary to applicable laws;
11.1.5 any material and/or communication received, transmitted, hosted or otherwise processed using the Services (aother than entirely unsolicited communications) will not be menacing, of a junk-mail or (b) (spam-like nature, illegal, obscene, threatening, defamatory, discriminatory, promote illegal or unlawful activity, be otherwise actionable or in violation of any Laws to which the “Act”). In use of the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctionedServices are subject, or otherwise declared ineligible under infringe the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear rights of any security interest, lien 4SIGHT or other encumbrance in favour of Lonzaits Vendors; and
11.1.6 4SIGHT's use in the provision of the Services or otherwise in connection with the Contract of any Third Party Materials licenced to the Client, including any hardware or software supplied by the Client to 4SIGHT for use in the provision of the Services or otherwise in connection with the Contract, will not cause 4SIGHT to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2 Customer 4SIGHT warrants that:
11.2.1 as it has the full capacity and authority to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of 4SIGHT; and
11.2.2 it owns or has obtained valid licences, consents, permissions and rights to enable 4SIGHT to comply with the Contract and to use any Intellectual Property Rights necessary for the fulfilment of its obligations under the Contract, including for the Client's use and receipt of the date Goods and the Services, and that the use by 4SIGHT of this Agreement such Intellectual Property Rights will not, to the best of the Customer’s knowledge and belief, belief of 4SIGHT (without making specific investigation in relation thereto) infringe the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third third parties and 4SIGHT will not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached.
11.3 Neither Party and shall, without the performance other Party’s prior written consent, actively initiate recruitment of any staff of the other Party directly involved in the provision and/or support of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that during the use by Lonza thereof for the provision currency of the Services infringes Contract and for a period of 12 months following termination.
11.4 Additional costs incurred or the inability of the Client to use any Intellectual Property or other rights Service pursuant to a breach of Clause 11.1, shall be the sole responsibility of the Client, including any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementand all associated Charges.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
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
Sources: Master Services Agreement (Horizon Pharma, Inc.), Master Services Agreement (Horizon Pharma, Inc.)
Warranties. 11.1 Lonza warrants Each Collaboration Supplier warrant and represent that:
11.1.1 the Services shall be performed in a professional : it has full capacity and workmanlike manner authority and in accordance with all Applicable Laws;
11.1.2 Lonza will necessary consents (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 to any development services and Engineering Batcheslimited to, where its procedures so require, the manufacture consent 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 parent company) to enter into and to perform this Agreement;
11.1.6 Lonza has never been debarred under Agreement and that this Agreement is executed by a duly authorised representative of the Generic Drug Enforcement Act Collaboration Supplier; and its obligations hereunder shall be performed by appropriately experienced, qualified and trained personnel with all due skill, care and diligence including but not limited to good industry practice and (without limiting the generality of 1992, 21 U.S.C. Secthis Clause 7) in accordance with its own established internal procedures. 335a (a) or (b) (the “Act”). In the event that during the term of Except as expressly stated in this Agreement, Lonza all warranties and conditions, whether express or implied by statute, common law or otherwise (iincluding but not limited to fitness for purpose) becomes debarred, suspended, excluded, sanctionedare hereby excluded to the extent permitted by law. LIMITATION OF LIABILITY None of the parties exclude or limit their liability for death or personal injury resulting from negligence, or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services ▇▇▇ ▇▇▇▇. Nothing in this Agreement shall exclude or limit the liability of any party in respect of fraud or fraudulent misrepresentation. Subject always to Clauses 8.1 and 8.2, the liability of the Customer to any Collaboration Suppliers for all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise declared ineligible under this Agreement (excluding Clause 6.4, which shall be subject to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that limitations of liability set out in the event that it becomes debarredrelevant Contract) shall be limited to [ (£ ,000)]. Subject always to Clauses 8.1 and 8.2, suspendedthe liability of each Collaboration Supplier for all claims (by way of indemnity or otherwise) arising whether in contract, excludedtort (including negligence), sanctionedmisrepresentation (other than where made fraudulently), breach of statutory duty 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 be limited to [Customer to specify]. Subject always to Clauses 8.1, 8.2 and clear 8.6 and except in respect of liability under Clause 6 (excluding Clause 6.4, which shall be subject to the limitations of liability set out in the [relevant contract] [Call Off Contract]), in no event shall any security interestparty be liable to any other for: indirect loss or damage; special loss or damage; consequential loss or damage; loss of profits (whether direct or indirect); loss of turnover (whether direct or indirect); loss of business opportunities (whether direct or indirect); and/or damage to goodwill (whether direct or indirect). Subject always to Clauses 8.1 and 8.2, lien the provisions of Clause 8.5 shall not be taken as limiting the right of the Customer to amongst other things, recover as a direct loss any: additional operational and/or administrative costs and expenses arising from a Collaboration Supplier’s Default; and/or wasted expenditure or charges rendered unnecessary and/or incurred by the Customer arising from a Collaboration Supplier's Default. DISPUTE RESOLUTION PROCEDURE All disputes between any of the parties arising out of or relating to this Agreement shall be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. If the dispute cannot be resolved by the parties' representatives nominated under Clause 9.1 within a maximum of five (5) Working Days (or such other encumbrance time as otherwise agreed in favour of Lonza; and
11.2 writing by the parties) after it has been referred to them under Clause 9.1, then except where a party seeks urgent injunctive relief, the parties shall refer it to mediation pursuant to the procedure set out in Clause 9.3 unless the Customer warrants that:
11.2.1 considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. The procedure for mediation and consequential provisions relating to mediation are as of follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party shall within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to the parties that he is unable or unwilling to act, apply to the Chairman of the Law Society to appoint a Mediator; the parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held; unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings; if the parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the parties once it is signed by their duly authorised representatives; failing agreement, any of the parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties; and if the parties fail to reach agreement in the structured negotiations within twenty (20) Working Days of the Mediator being appointed, or such longer period as may be agreed by the parties, then any dispute or difference between them may be referred to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza courts. The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending 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 resolution 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 Agreementdispute.
Appears in 2 contracts
Sources: Collaboration Agreement, Technology Services Collaboration Agreement
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 ▇▇▇▇’▇ 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 ▇▇▇▇’▇ representations and warranties hereunder shall not have any effect on the force and effect of such representations and warranties, of ▇▇▇▇’▇ 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
Sources: Acquisition Agreement, Acquisition Agreement (Dole Food Co Inc)
Warranties. 11.1 Lonza 8.1 PNZ warrants thatthat the Permaconn System and Permaconn Unit supplied are free of defects in materials and workmanship for a period of 24 months from the Commencement Date. PNZ shall be relieved of all obligations in terms of this clause 8.1, if:
11.1.1 8.1.1 repairs or modifications to the Services shall be performed in a professional Permaconn System and workmanlike manner and Permaconn Unit have been made by persons other than PNZ, unless such repairs or modifications are made with the prior written consent of PNZ;
8.1.2 the Permaconn System or Permaconn Unit has not been operated or maintained in accordance with PNZ’s instruction, or under normal use; or the Permaconn System or Permaconn Unit were not properly installed.
8.1.3 incorrect adjustments by the Customer or others have been made to
8.1.4 consumable items of all Applicable Lawskinds have failed (where consumable items are items with a finite life such as batteries, communication chips);
11.1.2 Lonza will not knowingly include 8.1.5 defects in the Manufacturing Process Permaconn System or Permaconn Unit have been caused by or contributed to by work carried out by any elements that infringe telecommunications agency or other party; or
8.1.6 the Customer is not in compliance with its obligations under this agreement.
8.2 Except as expressly provided in this agreement and except for any such intellectual Non-Excludable Condition, PNZ makes no warranty or industrial property rights vested in any Third Party;
11.1.3 except representation, either express or implied, with respect to the Permaconn System and Permaconn Unit or any development other goods or services and Engineering Batchesit supplies under this agreement, the manufacture Where legislation implies into this agreement a Non Excludable Condition, PNZ’s liability for breach of Product shall be performed such Non Excludable Condition is limited in accordance with cGMP and will meet the Specifications at provisions of clause 8.3.
8.3 Neither party shall be liable to the date other for loss of delivery;
11.1.4 it profit, income or its Affiliate holds all necessary permitssaving or for any indirect, approvalsconsequential or special damages regardless of whether the liability is based on a claim for negligence, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act indemnity, breach of 1992contract, 21 U.S.C. Sec. 335a (a) tort, misrepresentation or (b) (the “Act”)any other basis. In no event shall PNZ’s liability under this agreement or any transaction contemplated by this agreement exceed the event that during total amount paid to PNZ by the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free agreement during the previous six months. The Customer hereby irrevocably and clear of any security interestunconditionally releases PNZ from all obligations, lien liability, claims or other encumbrance demands in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as excess of the date of limitation. Nothing in this Agreement clause 8.3 is intended to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of limit or exclude liability under or arising from any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementNon-Excludable Condition.
Appears in 2 contracts
Warranties. 11.1 Lonza warrants Each Collaboration Supplier warrant and represent that:
11.1.1 the Services shall be performed in a professional : it has full capacity and workmanlike manner authority and in accordance with all Applicable Laws;
11.1.2 Lonza will necessary consents (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 to any development services and Engineering Batcheslimited to, where its procedures so require, the manufacture consent 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 parent company) to enter into and to perform this Agreement;
11.1.6 Lonza has never been debarred under Agreement and that this Agreement is executed by a duly authorised representative of the Generic Drug Enforcement Act Collaboration Supplier; and its obligations hereunder shall be performed by appropriately experienced, qualified and trained personnel with all due skill, care and diligence including but not limited to good industry practice and (without limiting the generality of 1992, 21 U.S.C. Secthis Clause 7) in accordance with its own established internal procedures. 335a (a) or (b) (the “Act”). In the event that during the term of Except as expressly stated in this Agreement, Lonza all warranties and conditions, whether express or implied by statute, common law or otherwise (iincluding but not limited to fitness for purpose) becomes debarred, suspended, excluded, sanctionedare hereby excluded to the extent permitted by law. LIMITATION OF LIABILITY None of the parties exclude or limit their liability for death or personal injury resulting from negligence, or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services ▇▇▇ ▇▇▇▇. Nothing in this Agreement shall exclude or limit the liability of any party in respect of fraud or fraudulent misrepresentation. Subject always to Clauses 8.1 and 8.2, the liability of the Customer to any Collaboration Suppliers for all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise declared ineligible under this Agreement (excluding Clause 6.4, which shall be subject to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that limitations of liability set out in the event that it becomes debarredrelevant Contract) shall be limited to [ (£ ,000)]. Subject always to Clauses 8.1 and 8.2, suspendedthe liability of each Collaboration Supplier for all claims (by way of indemnity or otherwise) arising whether in contract, excludedtort (including negligence), sanctionedmisrepresentation (other than where made fraudulently), breach of statutory duty 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 be limited to [Customer to specify]. Subject always to Clauses 8.1, 8.2 and clear 8.6 and except in respect of liability under Clause 6 (excluding Clause 6.4, which shall be subject to the limitations of liability set out in the [relevant contract] [Call-Off Agreement]), in no event shall any security interestparty be liable to any other for: indirect loss or damage; special loss or damage; consequential loss or damage; loss of profits (whether direct or indirect); loss of turnover (whether direct or indirect); loss of business opportunities (whether direct or indirect); and/or damage to goodwill (whether direct or indirect). Subject always to Clauses 8.1 and 8.2, lien the provisions of Clause 8.5 shall not be taken as limiting the right of the Customer to amongst other things, recover as a direct loss any: additional operational and/or administrative costs and expenses arising from a Collaboration Supplier’s Default; and/or wasted expenditure or charges rendered unnecessary and/or incurred by the Customer arising from a Collaboration Supplier's Default. DISPUTE RESOLUTION PROCEDURE All disputes between any of the parties arising out of or relating to this Agreement shall be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. If the dispute cannot be resolved by the parties' representatives nominated under Clause 9.1 within a maximum of five (5) Working Days (or such other encumbrance time as otherwise agreed in favour of Lonza; and
11.2 writing by the parties) after it has been referred to them under Clause 9.1, then except where a party seeks urgent injunctive relief, the parties shall refer it to mediation pursuant to the procedure set out in Clause 9.3 unless the Customer warrants that:
11.2.1 considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. The procedure for mediation and consequential provisions relating to mediation are as of follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party shall within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to the parties that he is unable or unwilling to act, apply to the Chairman of the Law Society to appoint a Mediator; the parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held; unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings; if the parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the parties once it is signed by their duly authorised representatives; failing agreement, any of the parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties; and if the parties fail to reach agreement in the structured negotiations within twenty (20) Working Days of the Mediator being appointed, or such longer period as may be agreed by the parties, then any dispute or difference between them may be referred to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza courts. The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending 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 resolution 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 Agreementdispute.
Appears in 2 contracts
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) A▇▇ ▇▇▇▇, 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
Sources: Share Purchase Agreement (Mobile Pet Systems Inc), Share Purchase Agreement (Mobile Pet Systems Inc)
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
Sources: Terms and Services Agreement, Privacyengine Licence and Services Agreement
Warranties. 11.1 Lonza warrants 8.1 Supplier shall ensure that:;
11.1.1 the 8.1.1 any Products and/or Services shall be performed free from defects in a professional materials and workmanlike manner and in accordance workmanship; and
8.1.2 any deliverables shall comply with all Applicable Laws;statutory requirements and regulations,
11.1.2 Lonza 8.1.3 any Services will not knowingly include in be performed by appropriately qualified and trained personnel and with the Manufacturing Process necessary skill and diligence; and
8.1.4 neither the sale nor supply of any elements that infringe Product or Service, nor its proper use by SIML/ the Affiliate for an intended purpose, will breach any such intellectual or industrial property rights vested in or about that such Product or Service, including but not limited to intellectual property rights, of any Third Party;other person.
11.1.3 except with respect 8.2 All warranties, conditions and other terms implied by statute or common law will apply to any development services deliverables.
8.3 It is the Supplier’s responsibility to ensure that the product supplied is suitable for the environment and Engineering Batchesapplication for which it is intended.
8.4 Should the Supplier fail to comply with any obligation under the PO or breach any of the above warranties, the manufacture of Product SIML shall be performed in accordance with cGMP entitled, to reject such Product and/ or Services and will meet the Specifications at the date of delivery;
11.1.4 it Supplier shall not be entitled to receive payment for such Product and/ 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”)Service. In the event that during the term Purchase has already been paid, then SIML/ the Affiliate may demand the repayment of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under any sum already paid for them.
8.5 The Supplier is referred to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees following documents 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 Agreementcan be viewed on Sun International's public internet website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇:-
8.5.1 The Sun International Corporate Compliance Policy;
11.1.7 subject to payment 8.5.2 The Code 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 LonzaEthics for the Sun International Group; and
11.2 Customer 8.5.3 The Corporate Gifts and Entertainment Policy for the Sun International Group.
8.6 The Supplier confirms that it has read and that it understands the above mentioned policies and that it fully subscribes to the principles of ethical business conduct as are expressly or implicitly dealt with in the said policies.
8.7 The Supplier warrants that:
11.2.1 as that all information provided by it in relation to its company documentation, and empowerment credentials are true and correct. The Supplier further warrants that it has not partaken in any action, or conducted itself in any manner, which is an attempt to circumvent any legislation. To this end, the Supplier warrants that it understands the intent and purpose of the date Broad Based Black Economic Empowerment Act, Act No. 46 of 2013, and warrants that no action and/ or conduct has been carried out to circumvent the legislation. The Supplier shall provide to SIML and/ or the Affiliate with such documentation as it may request in order to satisfy itself that this Agreement to the best clause has been met.
8.8 A breach of any of the Customer’s knowledge above warranties shall constitute a material breach and belief, SIML and/ or the Customer has all the rights necessary Affiliate shall be entitled to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party terminate this agreement 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 seek such damages as 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 Agreementdeems fit.
Appears in 2 contracts
Sources: Purchase Order Terms and Conditions, Standard Terms and Conditions for Purchase Orders
Warranties. 11.1 Lonza 17.1 Each party 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 17.1.1 it has the necessary corporate authorizations full capacity, power and authority to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred its obligations under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a Agreement and has no conflicting obligations to any third party (a) whether contractual or (b) (the “Act”otherwise). 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 17.1.2 the Agreement is executed by a duly authorised representative of the that party.
17.2 The Supplier warrants to the Client that:
11.2.1 as of 17.2.1 the date of this Agreement Services will be performed with reasonable skill and care; and
17.2.2 in providing the Services, it will not knowingly cause the Client to breach the Licence Terms.
17.3 The Client warrants and represents to the Supplier that:
17.3.1 in performing the Client's obligations under the Agreement, it will exercise reasonable skill and care;
17.3.2 to the best of its knowledge, having made reasonable exhaustive enquiries and investigation, it has in place and shall maintain in place during the Customer’s knowledge Term all licences of the Supported Software from all relevant Third Party Licensors, and beliefany other licences, consents, other permissions, necessary to enable the Client to receive the benefit of the Services in accordance with the Agreement and has full authority to license or sub-license the Supported Software to the Supplier to the extent necessary for the purposes of providing the Services;
17.3.3 by entering into, and performing its obligations under, the Customer has all Agreement, including by permitting the rights necessary Supplier to permit Lonza to perform access and/or use the Services without infringing Supported Software for the Intellectual Property rights purposes of providing the Services, the Client will not be in breach of any Third Party and Licence Terms or other applicable agreement; and
17.3.4 the performance of the Services shall by the Supplier in accordance with the Agreement will not infringe the Intellectual Property Rights of any Third Party Intellectual Property rights;Licensor or any other person.
11.2.2 Customer will promptly notify Lonza 17.4 The Supplier shall not be liable for any failure to comply, or delay in writing if it receives complying, with its obligations under clause 17.2 or the Agreement to the extent such failure or delay is notified caused by the Client's or a Support Partner's breach of the Agreement (including a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property failure to comply, or that delay in complying, with any Client responsibilities set out in the Proposal) or use by Lonza thereof for the provision of the Services infringes contrary to the Supplier's instructions and/or the terms of the Agreement. If the Services do not comply with clause 17.2, the Supplier will, at its expense, use reasonable endeavours to correct any Intellectual Property such non-compliance promptly. Such correction or other rights substitution constitutes the Client's sole and exclusive remedy for any breach of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementits obligations under clause 17.2.
Appears in 2 contracts
Sources: Third Party Support Services Agreement, Third Party Support Services Agreement
Warranties. 11.1 Lonza Each Party (a “Relevant Party”) represents, warrants and covenants to each other Party that:
11.1.1 : the Services shall be performed in a professional and workmanlike manner Relevant Party is duly incorporated, validly existing and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in good standing order under the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, law of its jurisdiction of incorporation; 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 Relevant Party has the necessary corporate authorizations full power and authority to enter into and perform its obligations under this Agreement;
11.1.6 Lonza has never been debarred under ; this Agreement constitutes binding obligations on the Generic Drug Enforcement Act Relevant Party in accordance with its terms, subject to any principles of 1992, 21 U.S.C. Sec. 335a (a) equity or (b) (the “Act”). In the event that during the term of insolvency law; other than as expressly stated in this Agreement, Lonza (i) becomes debarredthe Relevant Party has obtained all applicable corporate approvals, suspendedlicenses, excludedwaivers or exemptions as required under its constitutional documents, sanctionedapplicable law, or otherwise declared ineligible under the Act; Lonza agrees and as required by any Government Authority to promptly notify Customer. Lonza also agrees that in the event that empower 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 and perform its obligations under this Agreement. Warranties given by the Customer it has title to or a valid and ongoing lease for the Premises; it has the full right, power and authority to grant the license to the Solar Service Company and its employees, agents and Subcontractors pursuant to Clause 20 and grant of such license is not inconsistent with and will not result in a breach or default under any agreement by which the Customer is bound or that affects the Premises; if the Customer does not own the Premises, it has obtained all required consents from the owner of the Premises to have the Solar PV System installed on the Site and to grant the license to the Solar Service Company and its employees, agents and Subcontractors pursuant to Clause 20 and enter into and perform its obligations under this Agreement; it will not violate any provision of Laws, order, judgment, or violate any provision in any formation documents of Customer, the violation of which could have a material adverse effect on the ability of Customer to perform its obligations under this Agreement; it shall ensure to maintain its valid title to or rights as lessee of the Premises, as the case may be, throughout the Term, including by paying any relevant fees to Governmental Authorities and/or fees, including rental, to the owner of the Premises, as applicable, as and when due.
Appears in 2 contracts
Sources: Rooftop Solar Pv Power Purchase Agreement, Rooftop Solar Pv Power Purchase Agreement
Warranties. 11.1 Lonza warrants that:
11.1.1 10.1 We warrant that during an applicable Subscription Term: (a) the Services shall will substantially perform as specified in the Documentation when used in accordance with the terms of this Agreement; (b) We will not materially reduce the overall level of beneficial service provided to you under the Service Level Agreement; (c) the Services have been properly tested for Malware and, to the best of Our knowledge (including without limitation scanning with current versions of industry-standard antivirus software) the Services, as delivered by Us, do not contain Malware; and (d) Professional Services will be performed in a professional professional, ▇▇▇▇▇▇▇- like manner with reasonable skill and workmanlike manner and care in accordance with all Applicable Laws;industry standards.
11.1.2 Lonza will not knowingly include 10.2 Our sole liability (and Your exclusive remedy) for any breach of the foregoing warranty shall be to correct the nonconformity, provide You with a functionally equivalent replacement or, in the Manufacturing Process any elements that infringe any case of Professional Services, reperform the nonconforming services, provided you have notified us of such intellectual nonconformity within thirty (30) days of the performance thereof. If We cannot reasonably make such correction, substitution or industrial property rights vested reperformance, as determined in any Third Party;
11.1.3 except with respect to any development services and Engineering BatchesOur sole discretion acting in good faith, We will refund You (or, in the case Your Subscription is purchased through an Authorized Reseller, arrange through such Authorized Reseller, the manufacture refund of) any prepaid fees covering the remainder of Product shall be performed in accordance with cGMP the Subscription Term for the nonconforming Service (or any Fees paid for the nonconforming Professional Services) and will meet terminate Your access to and use of the Specifications at affected Service for which You have received the date of delivery;refund.
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses 10.3 Each party hereby warrants to enable it to perform the Services at the Facility;
11.1.5 other that: (a) it has the necessary corporate authorizations authority to enter into and perform this the Agreement;
11.1.6 Lonza has never been debarred , to grant the rights granted by it under the Generic Drug Enforcement Act of 1992Agreement, 21 U.S.C. Sec. 335a (a) or and to perform its obligations under the Agreement; and (b) (the “Act”). In the event that it will comply with all applicable laws and regulations in effect during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible the Agreement as they apply to such party’s rights 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 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.
10.4 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services 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
Sources: Purchase Order Agreement, Terms and Conditions of Purchase
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 A▇▇ ▇▇▇▇, investment business under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees Financial Services A▇▇ ▇▇▇▇, provide any consumer credit or credit brokerage under the Consumer Credit A▇▇ ▇▇▇▇ 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 M▇▇▇ 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
Sources: 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
Sources: Cloud Services Master Agreement, Cloud Services Master 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
Sources: 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
Sources: Sale and Purchase Agreement (Zogenix, Inc.), Sale and Purchase Agreement (Zogenix, 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
Sources: Clinical Trial and Option Agreement (Asterias Biotherapeutics, Inc.), Clinical Trial and Option Agreement (Biotime Inc)
Warranties. 11.1 Lonza 12.1. The Service Provider warrants thatand undertakes that at all times during the Term:
11.1.1 12.1.1. it has the authority to enter into this Agreement and to perform its obligations hereunder;
12.1.2. this Agreement does not and shall not conflict with any of the Service Provider’s obligations to any third party;
12.1.3. all information and details provided by the Service Provider to ▇▇▇▇▇, including the Service Provider Content, are and will remain true, accurate and up to date in all respects and at all times;
12.1.4. the Services shall be performed provided in a professional and workmanlike manner and courteous manner, in accordance with good industry practice and with reasonable care and skill;
12.1.5. it shall comply with the Service Conditions;
12.1.6. it shall comply with all Applicable LawsLaws when performing the Services and providing the Service Provider Content and Social Media Content;
11.1.2 Lonza 12.1.7. it is entitled, under all Applicable Laws to offer the Services and provide the Service Provider Content and Social Media Content;
12.1.8. it has all necessary qualifications, licences, insurances and consents which are required under Applicable Laws in order to provide the Services, Service Provider Content and Social Media Content;
12.1.9. the Service Provider Content and Social Media Content does not, and will not, infringe the rights (including but not limited to the intellectual property rights) of any person and the inclusion of any Service Provider Content or Social Media Content on the App or Website will not knowingly include expose ▇▇▇▇▇ to any liability;
12.1.10. no part of the Service Provider Content, Social Media Content, or of any communications between the Service Provider and any User, is or shall be defamatory, inaccurate, misleading, false, obscene, harassing, threatening, abusive, libellous or otherwise unlawful;
12.1.11. the Service Provider shall not register or advertise (whether directly or indirectly) the Services or services which are similar to the Services on any online service, website or app which offers the same or similar functionality as the App or Website;
12.1.12. the Service Provider, and not ▇▇▇▇▇, shall be solely responsible for the payment of any taxes (excluding only the VAT which is included in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested ▇▇▇▇▇ Fee) arising in any Third Party;
11.1.3 except connection with respect to any development services and Engineering Batches, the manufacture supply 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 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 any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as 12.1.13. the Service Provider, and not any owner, manager, provider 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 premises where the Services without infringing are performed or ▇▇▇▇▇, shall be solely responsible before any person for any damages arising solely or in connection with the Intellectual Property rights premises, conditions of any Third Party premises and the performance use of premises where 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 Agreementare performed.
Appears in 2 contracts
Sources: Service Provider Agreement, Service Provider Agreement
Warranties. 11.1 Lonza 15.1 Each Party represents and warrants thatto the other Party as of the Effective Date:
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 all requisite corporate authorizations power and authority to enter into this Agreement and to 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 that during the term execution of this AgreementAgreement and the performance by such Party of its obligations hereunder have been duly authorized by all necessary corporate action on the part of such Party;
(c) this Agreement is legally binding and enforceable on such Party in accordance with its terms, Lonza subject to all limitations of bankruptcy, liquidation, reorganization, insolvency, moratorium and enforcement of creditors’ rights generally, general principles of equity (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 including without limitation those relating to specific performance, injunctions and other remedies);
(d) the performance of this Agreement by it does not create a breach or default under any other agreement to which it is a party;
(e) all necessary consents, approvals, and authorizations of all government authorities, Regulatory Authorities and other persons required to be obtained by such Party as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained;
(f) no broker, finder or similar agent has been employed by or on behalf of such Party and no Third Party with which such Party has had any dealings or communications of any kind is entitled to any brokerage commission, finder’s fee or any similar compensation, in connection with this Agreement;
11.1.7 subject to payment of undisputed invoices(g) there are no pending or, 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 such Party’s knowledge, threatened judicial, administrative or arbitral actions, claims, suits or proceedings pending as of the Customer’s knowledge and beliefEffective Date against such Party which, either individually or together with any other, will have a material adverse effect on the Customer has all the rights necessary to permit Lonza ability of such Party to perform its obligations under this Agreement or any agreement or instrument contemplated hereby.
15.2 UCB represents and warrants to Dermira as at the Services without infringing Effective Date:
(a) UCB or its Affiliates owns all right, title and interest in the Intellectual Property rights of Patent Rights listed in Schedule 14 and has not granted to any Third Party and a right which is still in force to Develop the performance of Product in the Services shall Development Indication, or to undertake any Dermira Commercial Activities or Medical Affairs activities to be undertaken by Dermira for the Product in the Promotion Indication or Development Indication in the Promotion Territory;
(b) UCB has not infringe granted to any Third Party Intellectual Property rightsany rights or licenses which are still in force under the Patent Rights listed in Schedule 14 or licensed under the Third Party Licenses, or under the Cimzia® Trademarks, or with respect to the Product and/or the UCB Background IP, that would conflict with the licenses granted to Dermira under this Agreement or rights of Dermira under Section 12, or constitute a grant of present or future right to such Third Party to Develop the Product in the Development Indication in the Development Territory, or to conduct the Dermira Commercial Activities or Medical Affairs activities in the Promotion Territory;
11.2.2 Customer will promptly notify Lonza in writing if it receives (c) there is no judgment by a court of competent jurisdiction against UCB with respect to patent infringement of the Patent Rights licensed by UCB to Dermira pursuant to Section 14 or is notified misappropiration of a formal written claim from a Third Party trade secret relating to the Product that Customer Information and/or Customer Intellectual Property or that would affect the use by Lonza thereof for the provision Development of the Services infringes any Intellectual Property Product in the Current Presentation in the Development Indication in the Development Territory, or other rights the Commercialisation of the Product in the Current Presentation in the Promotion Indication or the Development Indication in the Promotion Territory;
(d) [*] there are no existing or threatened claims or litigation with respect to patent infringement or misappropriation of a trade secret that would affect the Development of the Product in the Current Presentation in the Development Indication in the Development Territory, or the Commercialisation of the Product in the Promotion Indication or the Development Indication in the Promotion Territory. [*];
(e) [*] the Development of the Product in the Current Presentation in the Development Indication, and the sale and promotion of the Product in the Current Presentation in the Promotion Territory in the Development Indication and in the Promotion Indication, will not infringe an issued and unexpired Patent, which has not been held invalid or unenforceable, of any Third Party. [*];
(f) [*], UCB has not failed to disclose or otherwise make available to Dermira any available information concerning the quality, toxicity, safety and/or efficacy of the Product in the Current Presentation which would materially impair the utility and/or safety of the Product;
(g) UCB (i) has not received notice of breach of any the Third Party Licenses;(ii) is not aware of any fact or circumstance that would prohibit the grant of sublicenses to Dermira under the Third Party Licenses as required for Dermira to perform its activities contemplated under this Agreement; and (iii) in each instance in which the license granted by UCB to Dermira under this Agreement constitutes a sublicense under any Third Party Licence, has complied and/or will comply with its obligations under such Third Party Licence in connection with the grant of such sublicence; and
11.2.3 Customer (h) there is no Third Party claim or demand, litigation or proceeding which is pending or, to the knowledge of UCB, threatened, that challenges the validity, patentability or enforceability of any Patent Rights listed in Schedule 14.
15.3 Dermira represents and warrants to UCB as at the Effective Date that:
(a) neither Dermira nor any of its Affiliates is Developing or Commercialising a Competing Product in the Promotion Territory or the Development Territory;
(b) Dermira has not granted to any Third Party any rights or licenses which are still in force under the necessary corporate authorizations Dermira Background IP that would conflict with the licenses granted to enter into UCB under this Agreement or rights of UCB under Section 12, or constitute a grant of present or future right to such Third Party inconsistent with such rights granted by Dermira to UCB; and
(c) there are no pending or threatened judicial, administrative or arbitral actions, claims, suits or proceedings which, either individually or together with any other, would adversely affect Dermira’s ability to perform its Development or Commercialisation obligations or any other obligation of Dermira under this Agreement, or any agreement entered into pursuant to this Agreement; and
(d) Dermira makes no representation or warranty that the Dermira Background IP is valid, or that any Patent Rights within the Dermira Background IP that are patent applications will result in granted Patent Rights.
15.4 For the sake of clarity, except as expressly set forth in Section 15.2, UCB makes no representation or warranty that:
(a) the Product is safe or efficacious;
(b) [*];
(c) the UCB Background IP is valid;
(d) any Patent Rights within the UCB Background IP that are patent applications will result in granted Patent Rights; or
(e) in relation to the Product, any particular Product Labeling for the Product in the Promotion Indication or any Product Labeling or Regulatory Approval in Development Indication will be obtained anywhere in the Territory.
Appears in 2 contracts
Sources: Development and Commercialisation Agreement (Dermira, Inc.), Development and Commercialisation Agreement (Dermira, Inc.)
Warranties. 11.1 Lonza 15.1 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.
15.2 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.
15.3 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.
15.4 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.
15.5 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 15.6 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.
15.7 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
Sources: Software as a Service Agreement, Services Agreement
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Non-Clinical Batches (including the Technical Batches), the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 the manufacture of the Non-Clinical Batches (including the Technical Batches) shall be performed as required in the Project Plan;
11.1.5 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it 11.1.6 It has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 11.1.7 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 11.1.8 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 2 contracts
Sources: Development and Manufacturing Services Agreement (Vaxcyte, Inc.), Development and Manufacturing Services Agreement (SutroVax, Inc.)
Warranties. 11.1 Lonza Supplier warrants to Client that:
11.1.1 (a) It has full right and power to enter into and perform this Agreement without the consent of any third party, and its performance under this Agreement will not conflict with any other obligation Supplier may have to any other party;
(b) it shall perform the Services with reasonable care and shall be performed in a professional and workmanlike manner and in accordance with Good Industry Practice;
(c) it shall ensure that the Services (including all Deliverables) and Supplier’s performance of its obligations under this Agreement are in compliance at all times with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product (d) it shall be performed use all reasonable endeavours in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses Good Industry Practice to enable it to perform ensure that the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act all Deliverables shall be free of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza any: (i) becomes debarredviruses, suspendedworms, excludedtime bombs, sanctionedTrojan horses or other harmful, malicious or otherwise declared ineligible under destructive code; (ii) software disabling devices, time-out devices, counter devices and devices intended to collect data regarding usage of the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that software without the knowledge of Client and (iii) Open Source Software (except as expressly authorized by Client in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreementwriting in accordance with Clause 10 (Third Party Materials and Pre-Existing Intellectual Property));
11.1.7 (e) each Deliverable is and will be an original work of Supplier, except for any Third Party Materials and Pre-Existing Intellectual Property incorporated therein. Neither the Services nor Deliverables will (i) infringe the Intellectual Property Rights of any third party or incorporate any third party’s confidential information or (ii) be subject to payment any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments;
(f) it has and will have all necessary rights to grant the licenses and make the assignments set forth in this Agreement (including having all necessary assignment agreements or other proprietary rights agreements in place with employees and subcontractors); and
(g) Client’s (and its licensees’) exercise of undisputed invoices, title to all Product rights assigned and all New Customer Intellectual Property provided to Customer granted under this Agreement shall pass free and clear will not require any third party consents or clearances or any payment of fees, residuals or other amounts of any security interest, lien or other encumbrance in favour of Lonza; andkind to any third party.
11.2 Customer warrants that:
11.2.1 Supplier shall, without charge, correct any Defect in any Deliverable reported by Client within thirty (30) days of receipt of written notice from Client, or if Supplier is unable to make the Deliverable operate as of warranted within such 30-day period, then Client may immediately terminate the date of this Agreement applicable SOW, and Supplier shall refund to the best of the Customer’s knowledge and belief, the Customer has Client all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof fees paid for the provision corresponding Services within ten (10) days of the Services infringes any Intellectual Property or other rights of any Third Party; andtermination.
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement11.3 EXCEPT FOR SUPPLIER’S WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services 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
Sources: Grant Framework Agreement, Grant Framework Agreement
Warranties. 11.1 Lonza 5.1 HSO warrants that:
11.1.1 (a) the Services Customer shall be performed in a professional have the right to possess, and workmanlike manner use, the Products (except Third Party Software) and Deliverables in accordance with all Applicable Lawsthe terms of this Agreement;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements (b) it shall use reasonable efforts to ensure that infringe any such intellectual or industrial property rights vested in any all Products (except Third Party;
11.1.3 except with respect to any development services Party Software) and Engineering BatchesDeliverables supplied by it are, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;, virus free; and
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the (c) Services at the Facility;will be supplied by HSO:
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 with reasonable skill 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 Lonzacare; and
11.2 (ii) by means of appropriately qualified and skilled personnel.
5.2 HSO warrants that it will use reasonable endeavours to provide the Deliverables in accordance with the Specification.
5.3 HSO does not warrant that any Software will be entirely free from defects or that its operation will be entirely error free.
5.4 The Customer warrants that:
11.2.1 as and undertakes that it is the owner of the date of this Agreement any machines, equipment, premises or property on, at or in relation to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform which the Services without infringing are to be performed or is authorized by the Intellectual Property rights owner to make them available to HSO for that purpose.
5.5 HSO does not warrant the performance by Microsoft under the terms of any Third Party and the performance of the Services shall not infringe Microsoft Customer Agreement. The Customer accepts that 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 remedy for the provision of any Cloud Services is governed by the Services infringes terms of the Microsoft Customer Agreement and, other than in respect of any Intellectual Property failure by HSO to pay Microsoft in respect of such Cloud Services, the Customer hereby releases HSO from and in respect of any liability in respect of the same.
5.6 Warranties in respect of Third Party Software are contained in the Third Party Software License applicable to that Third Party Software and not in this clause 5.
5.7 Save as expressly set out in this Agreement, no conditions, warranties, representations or other rights terms (whether express or implied or arising through trade usage or custom) apply to anything supplied under or in relation to this Agreement by HSO (including Products, Deliverables and Services).
5.8 If any warranties or other obligations entered into by HSO under a Statement of Work are breached or not performed (or alleged to be breached or not performed), the Customer shall notify HSO in writing as soon as possible of the same. The Customer shall give HSO a reasonable time to remedy any such breach or non-performance and (if necessary) to supply the Customer with a repaired or corrected version of any Third Party; andrelevant Products or Deliverables or re-perform any relevant Services. If HSO fails to do this within a reasonable time then HSO may if it wishes elect, as applicable:
11.2.3 (a) to take back any relevant Products or Deliverables (and any related User Manuals) and to refund to the Customer all of charges which the Customer has paid to HSO under the necessary corporate authorizations Statement of Work in relation to enter into those Products or Deliverables; and/or
(b) to refund to the Customer all charges which the Customer has paid to HSO under the Statement of Work in relation to any relevant Services. and where HSO so elects, this Agreementwill be the Customer's exclusive remedy in relation to such breach or non- performance and HSO will not have any other liability in relation to the same.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services 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 ▇▇▇▇▇ 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
Sources: Loan Agreement
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 1 contract
Sources: Service Agreement
Warranties. 11.1 Lonza Each of the parties warrants that:
11.1.1 to the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements other that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations 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, ▇▇▇▇▇ 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 ▇▇▇ 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
Sources: Website Development Agreement
Warranties. 11.1 Lonza 12.1 VENDOR represents and warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 : (i) it has the necessary corporate authorizations read and agrees to these terms and conditions; (ii) it is authorized to enter into and perform this Agreement;
11.1.6 Lonza AGREEMENT; (iii) it is the sole owner of any software products it has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term created in contemplation of this Agreement, Lonza AGREEMENT; and (iv) entering into this AGREEMENT will not violate any other AGREEMENT to which it is a party.
12.2 SMLS represents and warrants that: (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza it has read and agrees to promptly notify Customer. Lonza also agrees that these terms and conditions; (ii) it is authorized to enter into this AGREEMENT; (iii) entering into this AGREEMENT will not violate any other AGREEMENT to which it is a party, (iv) SMLS owns all rights in and to the event that it becomes debarredLicensed Data, suspended(v) SMLS has all rights necessary to provide to VENDOR the Licensed Data, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating right to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product create Reformatted Data and all New Customer Intellectual Property provided to Customer under this Agreement shall pass the License Grant stated herein free and clear of any security interestclaims whatsoever, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as and (vi) ▇▇▇▇▇▇'s receipt and use of the date Licensed Data hereunder, and creation and use of this Agreement to the best of the Customer’s knowledge Reformatted Data hereunder, does not and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall will not infringe any Third Party Intellectual Property rights;third party right or interest whatsoever.
11.2.2 Customer will promptly notify Lonza in writing if 12.3 END USER represents and warrants that: (i) it receives or has read and agrees to these terms and conditions; (ii) it is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations authorized to enter into this AgreementAGREEMENT; and (iii) entering into this AGREEMENT will not violate any other AGREEMENT to which it is a party.
12.4 Except for the warranties provided in section 12.2, above, which shall remain in full force and effect, the Licensed Data is provided "as-is," if and when available without any representations or warranties of any kind, either express or implied. SMLS expressly disclaims all implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy. SMLS makes no guarantee that (i) Licensed Data is accurate or reliable; or (ii) Licensed Data will be provided error-free or uninterrupted. VENDOR acknowledges that SMLS does not review or edit the data or exercise any form of editorial control over the Licensed Data. ▇▇▇▇▇▇ also acknowledges that SMLS does not investigate or confirm any of the data and does not endorse any such data for any purpose.
Appears in 1 contract
Sources: Idx Rets Data Pull Order Form
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
Sources: Collaboration Agreement (TorreyPines Therapeutics, Inc.)
Warranties. 11.1 Lonza Subject to the remainder of this Article 12 and the limitations set out therein, Severn represents, warrants thatand undertakes that on delivery and for the duration of the Warranty Period only, the Goods shall be free from defects in material, workmanship and title (the “Warranties”). Severn shall not be liable for any failure and/or non-conformity of the Goods to comply with the Warranties to the extent caused by or attributable to:
11.1.1 (a) erosion, corrosion, fair wear and tear or wilful damage;
(b) the Services shall be performed Customer’s and/or any Third Party’s failure to comply with i) any instructions (whether written or oral) given by or on behalf of Severn in a professional and workmanlike manner and relation to the Goods, including any instructions in relation to installation, commissioning, operation, use, storage or maintenance and/or ii) good industry practice;
(c) incomplete or inaccurate Customer Materials;
(d) any modification or repair to any Goods which is undertaken without Severn’s prior written consent or, having received such consent, not in accordance with all Applicable Lawsany instructions (whether written or oral) given by or on behalf of Severn; and/or
(e) use of the Goods after becoming aware they do not comply with the relevant Warranty. Severn shall, at its option, correct, repair or remedy the Goods that do not comply with the Warranties, provided that the Customer:
(a) serves a written notice on Severn, prior to the expiry of the relevant Warranty Period specifying the Goods that do not comply with the Warranties and identifying, in sufficient detail, the nature and extent of the defects;
11.1.2 Lonza will not knowingly include (b) gives Severn a reasonable opportunity to examine the Goods; and
(c) if asked to do so by ▇▇▇▇▇▇, returns the affected Goods to Severn’s place of business or such other location as Severn reasonably requires. The Customer shall pay (on demand) any costs and expenses incurred by Severn in respect of compliance with its obligations pursuant to Article 12.3 to the extent attributable to any of the matters or circumstances referred to in Article 12.2. The preceding paragraphs of this Article 12 set forth the sole and exclusive remedies for Claims (whatsoever and howsoever arising) based on any failure of or defect in the Manufacturing Process any elements Goods provided under the Contract, whether the failure or defect arises before or during the Warranty Period. Except as stated in Article 12.1 and subject to Article 12.7, ▇▇▇▇▇▇ gives no warranty and makes no representations in relation to the Goods. The Warranties are expressly in lieu of all other warranties and conditions. Any other warranties and conditions, whether express or implied by statute, common law or otherwise are excluded to the extent permitted by Applicable Law. The only warranty given by Severn in respect of Third Party Products is that infringe any provided by the original manufacturer to the extent that Severn has the benefit of and can enforce such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect warranty. The Warranties shall continue to apply to any development services and Engineering BatchesGoods that are corrected, repaired or remedied by Severn pursuant to Article 12.3, until the manufacture later of Product shall be performed in accordance with cGMP and will meet the:
(a) expiry of the Specifications at applicable Warranty Period; and
(b) date eighteen (18) months after the date of delivery;
11.1.4 it original delivery 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 Agreementperformance.
Appears in 1 contract
Sources: Contract
Warranties. 11.1 Lonza warrants Each Collaboration Supplier warrant and represent that:
11.1.1 the Services shall be performed in a professional : it has full capacity and workmanlike manner authority and in accordance with all Applicable Laws;
11.1.2 Lonza will necessary consents (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 to any development services and Engineering Batcheslimited to, where its procedures so require, the manufacture consent 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 parent company) to enter into and to perform this Agreement;
11.1.6 Lonza has never been debarred under Agreement and that this Agreement is executed by a duly authorised representative of the Generic Drug Enforcement Act Collaboration Supplier; and its obligations hereunder shall be performed by appropriately experienced, qualified and trained personnel with all due skill, care and diligence including but not limited to good industry practice and (without limiting the generality of 1992, 21 U.S.C. Secthis Clause 7) in accordance with its own established internal procedures. 335a (a) or (b) (the “Act”). In the event that during the term of Except as expressly stated in this Agreement, Lonza all warranties and conditions, whether express or implied by statute, common law or otherwise (iincluding but not limited to fitness for purpose) becomes debarred, suspended, excluded, sanctionedare hereby excluded to the extent permitted by law. LIMITATION OF LIABILITY None of the parties exclude or limit their liability for death or personal injury resulting from negligence, or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services Act 1982. Nothing in this Agreement shall exclude or limit the liability of any party in respect of fraud or fraudulent misrepresentation. Subject always to Clauses 8.1 and 8.2, the liability of the Customer to any Collaboration Suppliers for all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise declared ineligible under this Agreement (excluding Clause 6.4, which shall be subject to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that limitations of liability set out in the event that it becomes debarredrelevant Contract) shall be limited to [ (£ ,000)]. Subject always to Clauses 8.1 and 8.2, suspendedthe liability of each Collaboration Supplier for all claims (by way of indemnity or otherwise) arising whether in contract, excludedtort (including negligence), sanctionedmisrepresentation (other than where made fraudulently), breach of statutory duty 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 be limited to [Customer to specify]. Subject always to Clauses 8.1, 8.2 and clear 8.6 and except in respect of liability under Clause 6 (excluding Clause 6.4, which shall be subject to the limitations of liability set out in the [relevant contract] [Call Off Contract]), in no event shall any security interestparty be liable to any other for: indirect loss or damage; special loss or damage; consequential loss or damage; loss of profits (whether direct or indirect); loss of turnover (whether direct or indirect); loss of business opportunities (whether direct or indirect); and/or damage to goodwill (whether direct or indirect). Subject always to Clauses 8.1 and 8.2, lien the provisions of Clause 8.5 shall not be taken as limiting the right of the Customer to amongst other things, recover as a direct loss any: additional operational and/or administrative costs and expenses arising from a Collaboration Supplier’s Default; and/or wasted expenditure or charges rendered unnecessary and/or incurred by the Customer arising from a Collaboration Supplier's Default. DISPUTE RESOLUTION PROCEDURE All disputes between any of the parties arising out of or relating to this Agreement shall be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. If the dispute cannot be resolved by the parties' representatives nominated under Clause 9.1 within a maximum of five (5) Working Days (or such other encumbrance time as otherwise agreed in favour of Lonza; and
11.2 writing by the parties) after it has been referred to them under Clause 9.1, then except where a party seeks urgent injunctive relief, the parties shall refer it to mediation pursuant to the procedure set out in Clause 9.3 unless the Customer warrants that:
11.2.1 considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. The procedure for mediation and consequential provisions relating to mediation are as of follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party shall within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to the parties that he is unable or unwilling to act, apply to the Chairman of the Law Society to appoint a Mediator; the parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held; unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings; if the parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the parties once it is signed by their duly authorised representatives; failing agreement, any of the parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties; and if the parties fail to reach agreement in the structured negotiations within twenty (20) Working Days of the Mediator being appointed, or such longer period as may be agreed by the parties, then any dispute or difference between them may be referred to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza courts. The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending 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 resolution 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 Agreementdispute.
Appears in 1 contract
Warranties. 11.1 Lonza A. Yoee represents and warrants that:
11.1.1 : (i) it is the owner or authorized licensee of the Services; (ii) it has the right to provide the Services to TDS; and (iii) it shall use commercially reasonable efforts to maintain the availability of the Services.
B. This warranty shall be performed in a professional null and workmanlike manner and void if TDS (i) fails to use the Services 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 documentation 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 ; (aii) fails to use required Updates; or (biii) (makes any unauthorized change to the “Act”)Services. In Furthermore, Yoee shall have no liability to TDS whatsoever if TDS’s use of a Third Party Product proximately causes the event that during the term failure of this Agreement, Lonza performance under Article 10.A. C. Yoee (i) becomes debarredMAKES NO OTHER WARRANTY WITH RESPECT TO THE SERVICES OR ANY PRODUCTS OR SERVICES PROVIDED BY YOEE; (ii) MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THIRD PARTY PRODUCTS; AND (iii) EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, suspendedINCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
D. Subject to Article 7.A, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event of a claim by a third party TDS due solely to an alleged breach of a warranty set forth in Article 9.A(i) or 9.A(ii), Yoee will defend TDS and hold TDS harmless against such claim; provided that (i) TDS notifies Yoee of such claim within 30 days after 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 aware of the date claim; (ii) Yoee controls the defense and any settlement of this Agreement to the best such claim; and (iii) TDS cooperates in Yore’s defense of the Customer’s knowledge claim. Furthermore, if Yoee is found to be in breach of a warranty set forth in Article 8.A, Yoee shall, at its option and beliefexpense, modify or replace 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 component of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza causing the breach or, in writing if it receives or is notified the case of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property breach of Article 9.A(i) or that 9.A(ii), may instead obtain for TDS the right to continue to use by Lonza thereof for the provision such component 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 AgreementServices.
Appears in 1 contract
Sources: Marketing and Distribution Agreement (Petramerica Oil, 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
Sources: Equity Transfer and Capital Increase Agreement (Redgate Media Group)
Warranties. 11.1 Lonza 5.1 The Seller represents and warrants thatto the Buyer as follows:
11.1.1 (a) the Services shall be performed in a professional Seller has obtained all corporate authorisations and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual other applicable governmental, statutory, regulatory or industrial property rights vested in any Third Party;
11.1.3 except with respect other consents, licences, authorisations, waivers or exemptions required to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 empower it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform its obligations under this Agreement;Agreement and the Ancillary Agreements; and
11.1.6 Lonza (b) all of the Shares are fully-paid or properly credited as fully-paid and the Seller is the sole legal and beneficial owner of them free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever.
5.2 The Seller acknowledges that the Buyer has never been debarred under entered into this Agreement and the Generic Drug Enforcement Act Ancillary Agreements in reliance upon the warranties contained in clause 5.1.
5.3 Except as regards the Buyer's and each Buyer Party's representations and warranties in clause 5.4, and except for fraud and deliberate malfeasance, the Seller agrees to waive the benefit of 1992all rights (if any) which the Seller may have against the Company, 21 U.S.C. Sec. 335a or any present or former officer or employee of the Company, on whom the Seller may have relied in agreeing to any term of this Agreement and the Seller undertakes not to make any claim in respect of such reliance.
5.4 The Buyer and each Buyer Party represents and warrants to the Seller as follows:
(a) it has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party;
(b) the Company has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under the Ancillary Agreements to which it is a party; and
(c) there is no agreement (whether in writing or otherwise) or any present intention or negotiations by or on behalf of the “Act”). In Buyer or any member of Buyer's Group, to issue, transfer or otherwise dispose of any equity interest in the event Company, or transfer or otherwise dispose of all or substantially all of the assets of the Company, to a third party.
5.5 The Buyer and each Buyer Party acknowledges that during the Seller has entered into this Agreement and the Ancillary Agreements in reliance upon the warranties contained in clause 5.4.
5.6 Except as regards the Seller's representations and warranties contained in clause 5.1 and except for fraud and deliberate malfeasance, the Buyer and each member of the Buyer's Group that is a party to this Agreement agrees to waive the benefit of all rights (if any) which it may have against the Seller or any member of the Seller's Group or any present or former officer or employee of the Seller or any member of the Seller's Group on whom it may have relied in agreeing to any term of this Agreement and undertakes not to make any claim in respect of such reliance.
5.7 Each of the warranties in this clause 5 shall be construed as a separate warranty and shall not be limited or restricted by reference to or inference from the terms of the other warranty or any other term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 1 contract
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 14.1 The Customer warrants that:
11.2.1 as 14.1.1 it is either the Owner of the date Goods or the authorised agent of this Agreement the Owner of any Goods in respect of which the Customer instructs the Company;
14.1.2 it is authorised to agree to these trading terms and conditions on behalf of any person or company that it represents;
14.1.3 in the event that the Customer acts as the authorised agent of the Owner of the Goods, that the Owner is bound by these standard terms and conditions;
14.1.4 its annual turnover exceeds the thresholds set out in the Consumer Protection Act 68 of 2008 and the National Credit act of 34 of 2005, and, in any event, warrants that is annual turnover exceeds R2 million per annum;
14.1.5 if the Customer is a close corporation or limited liability company, then its members and/or directors personally guarantee, jointly and severally, the due performance of all the obligations of the Customer to the best Company and the representative of the Customer warrants that he is duly authorised to bind such members and/or directors and act as the Customer’s knowledge agent in all his dealings with the Company;
14.1.6 all information provided is accurate and beliefcomprehensive and no necessary or pertinent information has been withheld, and the Customer has indemnifies the Company against all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights claims, penalties, fines, damages (direct and indirect) and expenses arising as a result of any Third Party breach of this undertaking;
14.1.7 the Goods concerned are suitable for the type and mode of carriage contemplated in or on the performance transport device concerned, and that the transport device is in a proper condition to carry the Goods safely and complies with the requirements of all relevant transport authorities and Carriers;
14.1.8 the Goods comply with all relevant laws and regulations;
14.1.9 the Goods are accompanied by all necessary completed documents, save to the extent that the Company has undertaken to prepare or procure this, failing which the Company shall be entitled to withhold delivery until the document has been provided;
14.1.10 the Goods are appropriately stowed, marked, and labelled, and properly packed to withstand handling and storage;
14.1.11 it has the requisite International Maritime Dangerous Goods Code (IMDG) certification to handle hazardous Goods, where applicable.
14.1.12 no claims shall be made against any director, member, servant, employee or agent of the Services Company in their respective personal capacities which imposes or attempts to impose upon them any liability in connection with the rendering of any services which are the subject of these trading terms and conditions or any act or omission arising during the course and scope of their employment, and it hereby waives all and any such claims.
14.2 No warranties or representations by the Company to the Customer shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza be valid or binding unless expressly contained in writing if it receives or is notified of and made by a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision representative of the Services infringes any Intellectual Property or other rights Company with the actual authority of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations Company to enter into this Agreementdo so, in response to a written enquiry specifying accurately and in complete detail what information is required.
Appears in 1 contract
Warranties. 11.1 Lonza 3.1 Wits Basin 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 London Mining as 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 that:-
3.1.1 other than in connection with its incorporation or filing of documents, neither HK Co nor the best Company (in respect of the Customer’s knowledge and beliefWarranties in this clause 3.1.1 deemed repeated immediately before Completion or before the Relevant Date in the case of the warranty in 3.1.1(h)) has entered into any agreement or contract save for the Target Entities Equity Transfer Agreements (as amended pursuant to this Agreement), the Customer Escrow Agreements, the Amended Consulting Agreement, the Subsidiary Security, the LM Escrow Loan Agreement, the Company Escrow Loan Agreement, the LM Loan Agreement or the Loan Agreement entered into between ▇▇▇▇▇▇▇ ▇▇▇▇▇ and HK Co dated 22 June 2007 (the "Original Green Loan Agreement") (in the case of HK Co), nor carried on any trade or business or engaged in any activities whatsoever and that it has all not made any payments nor received any income nor incurred any expenditure or liabilities (other than under the rights necessary to permit Lonza to perform Subsidiary Security, the Services without infringing Escrow Agreements, the Intellectual Property rights of any Third Party Amended Consulting Agreement, the Original Green Loan Agreement, the LM Escrow Loan Agreement, the Company Escrow Loan Agreement and the performance LM Loan Agreement) and in particular but without limitation neither HK Co nor the Company: (in respect of the Services shall not infringe warranties repeated immediately before Completion):
(a) has any Third Party Intellectual Property rightsindebtedness, mortgages, charges, debentures, guarantees or other commitments or voluntarily incurred liabilities (present or contingent) outstanding except in the case of HK Co, under the Target Entities Equity Transfer Agreements, the Escrow Agreements, the Amended Consulting Agreement, the Subsidiary Security, the Share Pledge, the Wits Basin Promissory Note, the Original Green Loan Agreement, the LM Escrow Loan Agreement, the Company Escrow Loan Agreement and the LM Loan Agreement or);
11.2.2 Customer will promptly notify Lonza in writing if it receives (b) has any employees or consultants;
(c) or as far as Wits Basin is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property aware, the Target Entities, have entered into any service agreement with Lu Benzhao or that any agreement pursuant to which fees are payable to Lu Benzhao other than under the use by Lonza thereof for Consulting Agreement and Target Entities Equity Transfer Agreements;
(d) or as far as Wits Basin is aware, the provision Target Entities have entered into any arrangements with ▇▇▇▇▇▇▇ ▇▇▇▇▇ regarding the operation of the Services infringes Target Entities and MZM other than under the Operating Agreement;
(e) has any Intellectual Property executive officers other than:
(i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Chief Executive Officer;
(ii) ▇▇▇▇ ▇. ▇▇▇▇▇, Chief Financial Officer;
(iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇, President of Asia Operations; and
(iv) ▇▇▇▇▇▇ ▇ ▇▇▇▇▇, Chairman, each of whom is employed by Wits Basin with the title as set out above and has been appointed as an officer of HK Co or the Company (with respect of this warranty as deemed given by the Company at Completion), but none of whom receives fees for his role as an officer of HK Co or the Company or has any outstanding claim (including for any costs or expenses) against HK Co or the Company;
(f) is party to any contract whatsoever other than in the case of the Company and HK Co (as applicable), the Target Entities Equity Transfer Agreements, the Subsidiary Security, the Original Green Loan Agreement, the LM Escrow Loan Agreement, the Company Escrow Loan Agreement and the LM Loan Agreement;
(g) has given any power of attorney;
(h) is, as far as Wits Basin is aware, party to any litigation or arbitration, nor so far as Wits Basin is aware, are there any proceedings pending or threatened by or against HK Co or the Company nor are there any facts or circumstances which might reasonably be expected to give rise to any proceedings being commenced by or against HK Co or the Company;
(i) has granted or agreed to grant any options or other rights to subscribe for or call for the allotment of any Third Partyshares or loan capital in HK Co, the Company or any other Subsidiary Company except as contemplated in this Agreement;
(j) is the lessee of any property; or
(k) is the owner of, or interested in any assets whatsoever including, without limitation, the share capital of any other body corporate except as contemplated in this Agreement; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 1 contract
Sources: Subscription Agreement (Wits Basin Precious Minerals Inc)
Warranties. 11.1 Lonza 13.1 You warrant that:
13.1.1 you are entitled to and will process the Tele Prospects Data in compliance with the Data Protection Law and you are not aware of any circumstances likely to give rise to breach of any of the Data Protection Law in the future (including any Security Breach);
13.1.2 you will take appropriate technical and organisational measures against the unauthorised or unlawful Processing of the Tele Prospects Data and against the accidental loss or destruction of, or damage to, the Tele Prospects Data to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful Processing or accidental loss, destruction or damage;
13.1.3 you will take reasonable steps to ensure compliance with those measures; and discharge your obligations under this agreement with all due skill, care and diligence;
13.1.4 as far as you are aware, the Processing of the Tele Prospects Data under this agreement will not infringe the Intellectual Property Rights of any third party;
13.1.5 you will notify us of any contacts within the Tele Prospects Data who have notified you of their withdrawal of their explicit consent to use their Data for the Business Purpose or otherwise or to transfer their personal Data to any country whose laws may provide a lower standard of data protection than exists in the European Economic Area;
13.1.6 any documents or other items you mail or email by use of the Tele Prospects Data will at all times comply with the British Code of Advertising Practice, the British Code of Sales Promotion Practice and contain nothing which infringes copyright or any other right of any third party, shall not be defamatory, obscene, indecent or otherwise illegal or unlawful. You shall upon our request forthwith supply to us copies of any such documents or materials;
13.1.7 you, or those calling on your behalf, shall at all times adhere to telemarketing legislation and Good Industry Practice as set out in the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the Communications Act 2002 and that any telephone scripts will all times comply with ICSTIS rules.
13.2 Tele Prospects warrants that:
11.1.1 13.2.1 we have full rights to license Tele Prospect Data to You for the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable LawsBusiness Purpose;
11.1.2 Lonza will not knowingly include 13.2.2 Tele Prospects Data has been collected in compliance with the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third PartyData Protection Law;
11.1.3 except with respect to any development services and Engineering Batches13.3 We do not warrant that the Tele Prospects Data:
13.3.1 is accurate, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of deliverycomplete, reliable, secure, useful, fit for purpose or timely;
11.1.4 it 13.3.2 has been tested for use by you or its Affiliate holds any third party; or
13.3.3 will be suitable for or be capable of being used by you for the Business Purpose.
13.4 Except as expressly stated in this agreement, all necessary permitswarranties, approvalsconditions and terms, 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 1992whether express or implied by statute, 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, common law or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarredupon us, 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 are hereby excluded by us 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 extent permitted by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementlaw.
Appears in 1 contract
Sources: Terms and Conditions
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 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 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 and perform this provide the Services 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 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 it will comply with all applicable legislation in performing its obligations pursuant to payment this Agreement, including but not limited to:
11.2.6.1 the Compensation for Occupational Injuries and Diseases Act 140 of undisputed invoices1993 (“COIDA”). The Service Provider will, title upon request by the University, produce written proof of its registration and good standing with the Compensation Commissioner, as defined in the COIDA;
11.2.6.2 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 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;
11.2.6.3 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 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 employees’ 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;
11.2.9 it is and must 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 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 will be deemed to be a material breach of the Agreement, entitling the University to, subject to the provisions of clause 24, terminate the Agreement. 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 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
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 ▇▇▇▇” / “faute grave”) or intentional failure (the “Actopzettelijke ▇▇▇▇” / “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
Sources: Master Services Agreement
Warranties. 11.1 Lonza warrants 13.1 Each of the Parties warrants, represents and undertakes that:
11.1.1 13.1.1 it has the right to enter into this Agreement and each Statement of Work and carry out its obligations under this Agreement;
13.1.2 it holds all licences and consents necessary to carry out its obligations under this Agreement;
13.2 The Supplier warrants, represents and undertakes that:
13.2.1 it will not, in carrying out its obligations, put itself or NMRN in breach of Applicable Laws;
13.2.2 it is not at the time of entering into this Agreement insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver or petition for winding up or to exercise any other rights over or against its assets;
13.2.3 NMRN’s receipt and use of the Services (including the Deliverables (where applicable)) shall be performed not infringe the Intellectual Property Rights of, nor any duty of confidentiality or privacy owed to, any third party;
13.2.4 it shall perform the Services promptly and with all due care, skill and diligence in a professional good and workmanlike manner and in accordance line with all Applicable LawsGood Industry Practice;
11.1.2 Lonza will not knowingly include in 13.2.5 the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested Services (including the Deliverables) shall fulfil the Technical Requirements;
13.2.6 all information provided by the Supplier in any Third Partyrelevant marketing materials, presentations, response to tender or other pre-contract documents were, on the date the were provided, true and accurate in all material respects;
11.1.3 except with respect 13.2.7 before the SOW Start Date of any particular Statement of Work, it shall obtain and at all times maintain all necessary licences, permits and consents and there are no circumstances which could lead to any development services of such licences, permits or consents being revoked or not being renewed in whole or in part;
13.2.8 it shall ensure that no NMRN Equipment is used, moved or taken away from any Site without NMRN’s prior written consent;
13.2.9 the Supplier Employees shall possess the qualifications, professional competence and Engineering Batches, experience to carry out the manufacture of Product shall be performed Services in accordance with cGMP Good Industry Practice;
13.2.10 it will use its best endeavours to ensure the Supplier Employees are not engaged in and will meet not engage at any time in any unfair labour practice or implement or maintain employment conditions in violation of Applicable Laws; and
13.2.11 it shall be responsible for any training of the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses Supplier Employees that may be required to enable it the Supplier Employees to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into Services, 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 NMRN shall not infringe be liable for any Third Party Intellectual Property rights;charges, fees or expenses in relation to any such training.
11.2.2 Customer 13.3 The warranties, undertakings and representations in this Clause 13 are in addition to and will promptly notify Lonza not detract from any warranties implied by law.
13.4 The Supplier repeats the warranties, representations and undertakings set out in writing if it receives or is notified this Clause 13 in respect 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 each Statement 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 Work under this Agreement.
Appears in 1 contract
Sources: Framework Services Agreement
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
Sources: Agency 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
Sources: Strategic Development Agreement (Iprint Technologies Inc)
Warranties. 11.1 Lonza 9.1 The Provider warrants to the Client that:
11.1.1 a) the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement;
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 the Agreement;
c) the Provider may not be able to ensure exactly 100% accuracy in results or go by the sharp 30-second verification time; these figures may vary slightly as the verification process can be delayed owing to heavy website traffic or the clarity of the verification document;
d) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;
e) the Hosted Services shall be performed in a professional free from Hosted Services Defects;
f) the application of Updates and workmanlike manner Upgrades to the Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services;
g) the Platform will be free from viruses, worms, trojan horses, ransomware, spyware, adware and other malicious software programs; and
h) the Platform will incorporate security features reflecting the requirements of good industry practice.
9.2 The Provider warrants to the Client that the Hosted Services, when used by the Client in accordance with all Applicable Laws;
11.1.2 Lonza the Agreement, will not knowingly include breach any laws, statutes or regulations applicable under English law and will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
9.3 The Client acknowledges that:
a) complex software is never wholly free from defects, errors bugs etc. nor entirely free from security vulnerabilities; and subject to the other provisions of the Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure or that the Hosted Services will be wholly free from defects, errors and/or bugs.
b) the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Manufacturing Process Hosted Services Specification; and the Provider does not warrant or represent that the Hosted Services will be compatible with any elements other software or systems
c) the Provider may not be able to ensure exactly 100% accuracy in results or go by the sharp 30-second verification time; these figures may vary slightly as the verification process can be delayed owing to heavy website traffic or the clarity of the verification document.
9.4 The Client warrants to the Provider 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 legal right and authority to enter into the Agreement and to perform this Agreement;
11.1.6 Lonza has never been debarred its obligations under the Generic Drug Enforcement Act Agreement.
9.5 All of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In parties' warranties and representations in respect of the event that during subject matter 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 Agreement are expressly 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 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
Sources: Terms and Conditions
Warranties. 11.1 Lonza 14.1 The Manufacturer warrants that:
11.1.1 14.1.1 the Services shall be performed in a professional and workmanlike manner and Product shall:
(a) subject to the Customer complying with its obligations in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batchesclause 16, the manufacture of Product shall be performed Manufactured in accordance with cGMP Applicable Laws that relate to the Manufacture of the Product; and
(b) on Delivery comply with the Specifications; and
14.1.2 it has full capacity and authority to enter into this Agreement and to perform its obligations under this Agreement;
14.1.3 it has as of the Commencement Date and will meet maintain in full force and effect for the Specifications at the date duration of delivery;
11.1.4 it or its Affiliate holds this Agreement all necessary permits, approvalslicences, consents approvals and licenses authorisations required under Applicable Laws to enable it the Manufacturer to perform Manufacture and supply the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform Product in accordance with this Agreement;
11.1.6 Lonza has never been debarred under 14.1.4 as of the Generic Drug Enforcement Act Commencement Date, the Intellectual Property Rights subsisting in the Manufacturer’s manufacturing processes or methods employed or to be employed at any facility used to Manufacture Products, are owned by the Manufacturer or the Manufacturer is otherwise entitled to use them for the purposes of 1992this Agreement;
14.1.5 the facilities and all equipment, 21 U.S.C. Sec. 335a (a) or (b) (tooling and molds utilized in the “Act”). In Manufacture, storage and supply of Product hereunder by the event that Manufacturer shall, during the term Term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under be maintained in good operating condition;
14.1.6 the Act; Lonza agrees Manufacturer has and will maintain for the Term of the Agreement the skilled personnel and equipment to promptly notify Customer. Lonza also agrees that supply the Product in accordance with the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to respective Orders and this Agreement;
11.1.7 14.1.7 subject to payment of undisputed invoicesclause 6.2, unencumbered title to all Product and all New Customer Intellectual Property provided will be conveyed to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonzaupon Delivery; and
11.2 14.1. 8 the Manufacturer will not make available the Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and beliefIntellectual Property, the Customer has all Improvements or the rights necessary Product IP to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party in the Field, or for use in the Field, without Customer’s prior written consent, except to the extent in accordance with this Agreement, the Cross-Licence Agreement or any other agreement entered into between Manufacturer and the performance Customer.
14.2 Save as set out expressly in this Agreement, all warranties, conditions and other terms, including the terms implied by sections 13 to 15 of the Services shall not infringe any Third Party Intellectual Property rights;Sale of Goods ▇▇▇ ▇▇▇▇, are to the fullest extent permitted by law excluded from this Agreement.
11.2.2 14.3 The Customer will promptly notify Lonza in writing if warrants and represents that it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations full capacity and authority to enter into this Agreement.
Appears in 1 contract
Sources: Exclusive Manufacturing and Supply Agreement (Axonics, Inc.)
Warranties. 11.1 Lonza warrants that:
11.1.1 8.1 The Warrantors hereby jointly and severally warrant to the Services shall be performed in a professional Purchaser and workmanlike manner WAM!NET that subject to Clause 9 and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include save as fairly disclosed 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, Disclosure Letter the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications Vendor Warranties are at the date hereof true, accurate and complete in all respects.
8.2 The Warrantors jointly and severally undertake to forthwith disclose in writing to the Purchaser any matter or thing which may become known to them after the date hereof and prior to Completion which is inconsistent with any of delivery;the Vendor Warranties.
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents 8.3 Each of the Vendors (but excluding the Investor Vendors as regards sub- clause 8.3.6) hereby warrants severally to the Purchaser and licenses to enable it to perform the Services at the Facility;WAM!NET that:-
11.1.5 it 8.3.1 he has the necessary corporate authorizations full power and authority to enter into and perform this AgreementAgreement and each other document to be exercised and delivered by him at Completion other than the Tax Deed (collectively, "the Completion Agreements");
11.1.6 Lonza has never been debarred 8.3.2 the Completion Agreements, when executed, will constitute valid and binding obligations upon him in accordance with their terms;
8.3.3 the execution and delivery of and performance by him of his obligations under the Generic Drug Enforcement Act Completion Agreements and the transactions contemplated thereby will not result in a breach of 1992any provision of the memorandum and articles of association or other constitutional documents of such Vendor or a breach of any order, 21 U.S.C. Sec. 335a (a) judgment or (b) (the “Act”). In the event that during the term decree of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, any court to which he is a party 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 Agreementby which he is bound;
11.1.7 subject 8.3.4 he is entitled to payment of undisputed invoices, title sell and transfer 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 the Purchaser the Shares set opposite his name in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as column 3 of the date First Schedule on the terms of this Agreement with full title guarantee and without the consent of any third party;
8.3.5 no person has the right (whether exercisable now or in the future and whether contingent or not but excluding the pre-emption rights which have been waived by the Vendors under sub-clause 3.2) to call for the best sale or transfer of any of the Customer’s knowledge Shares set opposite his name in column 3 of the First Schedule under any option or other agreement (including conversion rights and beliefsave as aforementioned and pre-emption rights) and there are no claims, charges, liens, equities or encumbrances on such Share(s);
8.3.6 the Customer has all execution and delivery of and performance by him of his obligation under the rights necessary to permit Lonza to perform Completion Agreements and the Services without infringing the Intellectual Property rights transactions contemplated thereby will not result in a breach 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 memorandum and articles of association of the Company.
8.4 It is acknowledged and agreed by each of the parties hereto that the Warranties contained in sub-clause 8.3 are the only warranties (other than warranties as to title to their respective holdings in any Intellectual Property or other rights of the Shares) given by the Investor Vendors and, for the avoidance of doubt, the Investor Vendors shall have no liabilities in respect of any Third Party; andof the matters 19 warranted by the Warrantors whether under sub-clause 8.1 or Part 1 of the Seventh Schedule or otherwise.
11.2.3 Customer 8.5 Each of the Warrantors hereby warrants severally to the Purchaser and WAM!NET that:-
8.5.1 he has the necessary corporate authorizations full power and authority to enter into this Agreementand perform the Tax Deed;
8.5.2 the Tax Deed, when executed, will constitute valid and binding obligations upon him in accordance with its terms;
8.5.3 the execution and delivery of and performance by him of his obligations under the Tax Deed and the transactions contemplated thereby will not result in a breach of any provision of the memorandum and articles of association or other constitutional documents of the Company or, if appropriate, such Warrantor or a breach of any order, judgment or decree of any court to which he is a party or by which he is bound.
8.6 Any amount payable hereunder by virtue of a breach of any of the warranties or undertakings in sub-clauses 8.1, 8.2, 8.3, 8.4 or 8.5 shall be deemed to be a reduction in the amount of the Consideration received by the Investor Vendors or Warrantors (as the case may be) for the Shares.
Appears in 1 contract
Warranties. 11.1 Lonza Each Party (a “Relevant Party”) represents, warrants and covenants to each other Party that:
11.1.1 : the Services shall be performed in a professional and workmanlike manner Relevant Party is duly connected incorporated, validly existing and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in good standing order under the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, law of its jurisdiction of incorporation; 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 Relevant Party has the necessary corporate authorizations full power and authority to enter into and perform its obligations under this Agreement;
11.1.6 Lonza has never been debarred under ; this Agreement constitutes binding obligations on the Generic Drug Enforcement Act Relevant Party in accordance with its terms, subject to any principles of 1992, 21 U.S.C. Sec. 335a (a) equity or (b) (the “Act”). In the event that during the term of insolvency law; other than as expressly stated in this Agreement, Lonza (i) becomes debarredthe Relevant Party has obtained all applicable corporate approvals, suspendedlicenses, excludedwaivers or exemptions as required under its constitutional documents, sanctionedapplicable law, and as required by any Government Authority to empower it to enter into and perform its obligations under this Agreement. The Customer represents, warrants and covenants to the Solar Service Company: it has title to or a valid and ongoing lease for the Premises; if the Customer does not own the Premises, it has obtained all required consents from the owner of the Premises to have the Solar PV System installed on the Site and to grant the right of access to the Solar Service Company and its employees, agents and Subcontractors pursuant to Clause 18 and enter into and perform its obligations under this Agreement; it will not violate any provision of Laws, order, judgment, or otherwise declared ineligible violate any provision in any formation documents of Customer, the violation of which could have a material adverse effect on the ability of Customer to perform its obligations under the Actthis Agreement; 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 ensure to this Agreement;
11.1.7 subject to payment of undisputed invoices, maintain its valid title to all Product or rights as lessee of the Premises, as the case may be, throughout the Term, including by paying any relevant fees to Governmental Authorities and/or fees, including rental, to the owner of the Premises, as applicable, as and all New Customer Intellectual Property provided to Customer under this Agreement when due. Notices55 All notices shall pass free be made in writing and clear of any security interest, lien shall be deemed given or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 made as of the date delivered, whether by personal delivery, courier or email to the address set out in the introduction, or to such other postal or email address of which the sender has received prior written notice from the recipient advising the sender that correspondence in connection with this Agreement should be sent 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 such other postal 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 Agreementemail address.
Appears in 1 contract
Sources: Solar Lease and Maintenance Contract
Warranties. 11.1 Lonza Each party warrants to the other party that:
11.1.1 it has the Services shall be performed in a professional capacity and workmanlike manner and in accordance with all Applicable Laws;authority to enter into this Agreement; and
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements persons entering into this Agreement on its behalf are duly authorised to do so.
11.2 Equifax warrants to the Customer that infringe any such intellectual or industrial property rights vested in any Third Party;for the duration of this Agreement:
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 11.2.1 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it has sufficient resources to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform as set out in 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 11.2.2 the performance of the Services shall will not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third PartyApplicable Law; and
11.2.3 it shall not, by any act or omission, bring the Customer has into disrepute.
11.3 The Customer warrants to Equifax that for the necessary corporate authorizations duration of this Agreement:
11.3.1 its systems will permit the safe and secure operation of the Delivery Mechanism;
11.3.2 the receipt of the Services (including the supply of Input Data to enter Equifax) will not infringe any Applicable Law; and
11.3.3 it shall not, by any act or omission, bring Equifax into disrepute.
11.4 All representations, warranties, terms and conditions which may be implied by law, custom or trade practice into this AgreementAgreement are excluded to the fullest extent possible.
11.5 The Customer acknowledges that:
11.5.1 Equifax receives data from a wide range of third parties in the public and private sectors that Equifax does not control, in particular in relation to the accuracy, currency and completeness of the data received by Equifax;
11.5.2 the volume and nature of the information in Equifax’s databases makes it impracticable and prohibitively expensive for Equifax to verify the accuracy, currency and completeness of such data; and
11.5.3 if Equifax were to attempt to verify the Equifax Data, Equifax would only be able to supply Information Services and Output Data to the Customer at significantly increased cost.
11.6 The parties agree that:
11.6.1 Equifax does not give any warranty, nor make any representation, as to the accuracy, reliability or fitness for purpose of Output Data;
11.6.2 Equifax provides the Information Services and Output Data at a price that does not reflect any benefit the Customer may obtain from them, including any profit that the Customer may make or the amount of any credit that the Customer may give; and
11.6.3 in recognition of the above, Equifax shall not in any circumstances be liable for any loss or damage arising from any inaccuracies, faults or omissions in, or in the provision of, the Output Data except to the extent caused by Equifax’s negligence or wilful default.
11.7 Notwithstanding clauses 11.5 and 11.6, Equifax shall be responsible for receiving and loading data into its systems with due care, performing such manual and automated checks as are reasonable in the circumstances. This includes the requirement for Equifax to operate in accordance with generally accepted good practice in the industry and any prevailing FCA and ICO requirements.
Appears in 1 contract
Sources: Master Services Agreement
Warranties. 11.1 Lonza Each Party represents and warrants to the other that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 : (i) it has the necessary corporate authorizations full right, power and authority to enter into and fully perform its obligations under this Agreement;
11.1.6 Lonza , including without limitation the right to bind any party it purports to bind to this Agreement; (ii) the execution, delivery and performance of this Agreement by that Party does not conflict with any other agreement to which it is a party or by which it is bound; (iii) it has never been debarred under a good faith belief that its own systems, infrastructure, materials and products, when used in accordance with the Generic Drug Enforcement Act associated instructions and when standing alone (i.e., not combined with any items not provided by such Party), will not infringe or otherwise violate the Rights of 1992any other person or organization (provided that each Party’s sole remedy for Claims arising out of this clause (iii) above shall be indemnification pursuant to Section 10.1(iii) below); and (iv) it shall comply with all material laws, 21 U.S.C. Secrules and regulations (including without limitation Export Control Laws and applicable data privacy and consumer protection laws) applicable to its activities in connection with this Agreement (which activities shall include without limitation with respect to DR the establishing of a return policy and a privacy policy as well as the use of its fraud screening system and in respect to both Parties the handling of End User Data). 335a Company further represents and warrants to DR that (a) any Company Materials provided for the purposes of marketing or promoting Products are not subject to licensing or usage fees (including without limitation performance royalties) due to Company or any third party based on the use of such Company Materials in marketing or promoting such Products; and (b) (the “Act”). In the event that during the term of any Products provided to DR, or other software used or provided by Company in connection with this Agreement, Lonza (i) becomes debarredshall not contain any viruses, suspendedtrojan horses, excludedmalware, sanctionedspyware, adware or other similarly disruptive software, or otherwise declared ineligible under the Act; Lonza agrees any software code which is designed to promptly notify Customer. Lonza also agrees that in the event that it becomes debarreddisrupt, suspended, excluded, sanctioneddamage, or otherwise declared ineligible under perform unauthorized actions on a computer system, or which transmits data from a user’s computer without notice to and the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as express prior consent of the date of this Agreement to the best of the Customer’s knowledge and beliefuser. EACH PARTY WARRANTS THAT IT HAS NOT RELIED ON ANY INFORMATION OR REPRESENTATION PROVIDED BY OR ON BEHALF OF THE OTHER PARTY WHICH IS NOT EXPRESSLY INCLUDED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementEACH PARTY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH REGARDS TO THE MATERIALS AND SERVICES PROVIDED BY THAT PARTY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE.
Appears in 1 contract
Warranties. 11.1 Lonza 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
Sources: Cooperation Agreement (TorreyPines Therapeutics, Inc.)
Warranties. 11.1 Lonza 8.1 Each party hereto warrants and represents to the other party that this Agreement has been duly authorized, executed and delivered and that the performance of its respective obligations hereunder does not conflict with any order, law, rule or regulation or any agreement or understanding by which such party is bound.
8.2 Manufacturer warrants and represents that:
11.1.1 the Services 8.2.1 Each shipment of Products shall be performed in a professional manufactured, packaged, stored prior to shipment, and workmanlike manner and otherwise prepared for shipment in accordance with all Applicable Lawsthe specific formulas, formulation procedures and specifications therefor or as otherwise agreed to by Purchaser and Manufacturer in writing;
11.1.2 Lonza will not knowingly include in 8.2.2 It shall assume full liability and responsibility for compliance with federal, state, municipal and local laws, ordinances and regulations governing the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Partymanufacture and manufacturing record keeping of all Products manufactured by it for Purchaser;
11.1.3 except with respect to any development services 8.2.3 It shall, during the term of this Agreement and Engineering Batchesfor a period of three (3) years thereafter, the manufacture maintain an insurance policy in an amount of Product not less than $2,000,000, which policy shall (i) be performed issued by a reputable, financially stable, unaffiliated third party insurance company, (ii) name Purchaser, as an additional insured thereunder in accordance with cGMP its Broad Form Vendor Endorsement for Product Liability attached as Exhibit C hereto, (iii) provide that thirty days' notice shall be given to Purchaser prior to cancellation or material modification of such coverage.
8.3 Purchaser warrants and will meet the Specifications represents that:
8.3.1 It shall, at the date of deliveryits own cost and expense, assume full liability and responsibility for ensuring that all Products manufactured by Manufacturer and supplied to Purchaser have been evaluated for merchantability, safety, fitness for purpose, and performance effectiveness;
11.1.4 it 8.3.2 It shall assume full liability and responsibility for compliance with federal, state, municipal and local laws, ordinances and regulations governing labeling, advertising, publishing of claims or its Affiliate holds all necessary permitsstatements of any nature, approvals, consents and licenses storing of the Products produced by Manufacturer and supplied to enable it to perform the Services at the FacilityPurchaser;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 19928.3.3 It shall maintain, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement:
1. Insurance of the materials stored in the Storage Space covering against the perils of fire, Lonza windstorm and extended coverage and/or other perils customarily insured under "All Risk" insurance.
2. Public liability insurance, under which Purchaser and Manufacturer are named as insureds, insuring against claims for personal injury, death and property damage arising on or about the Storage Space, which relate to Purchaser's property. Said insurance shall be written with annual limits of liability of not less than One Million Dollars (i$1,000,000.00) becomes debarredcombined single limit for bodily injury and property damage arising out of any one occurrence, suspended, excluded, sanctioned, or otherwise declared ineligible under and One Million Dollars ($1,000,000.00) in the Act; Lonza aggregate. Purchaser agrees to promptly notify Customerdeliver to Manufacturer, prior to occupancy, a certificate of insurance naming Manufacturer as an additional insured. Lonza also agrees Purchaser's liability policy shall require thirty (30) days written notice to Manufacturer before cancellation can be affected. Manufacturer shall exercise such care in regard to Purchaser's property as a reasonably careful person,owning similar goods, would exercise under like circumstances. Neither the Manufacturer nor the Purchaser shall be liable to the other for loss arising out of damage to or destruction of each other's property, from causes which would normally be covered by "all risk" causes extended coverage insurance,regardless of whether such damage or destruction is the result of negligence or carelessness on the part of either Purchaser or Manufacturer or its respective agents, servants or employees. Manufacturer and Purchaser agree that the agreements provided have been determined in contemplation that each party shall,at its own expense, carry its own insurance against such risks and that the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it Manufacturer and Purchaser shall promptly cease all activities relating each look only to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product its own insurance for indemnity against such damage. The property insurance policies procured by Manufacturer and all New Customer Intellectual Property provided to Customer under this Agreement Purchaser hereunder shall pass free and clear each contain a waiver of any security interest, lien or other encumbrance in favour right of Lonza; and
11.2 Customer warrants that:
11.2.1 as of subrogation against the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementother.
Appears in 1 contract
Warranties. 11.1 Lonza In consideration of Section 3.1, during the Term of this Agreement the Publisher 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 terms of the Cover Sheet are complete and accurate;
(b) The Publisher Content on the Publisher Properties is legal to distribute, the Publisher owns or has the legal right to use and license the Publisher Properties and the Publisher Content, and the Publisher Properties and the Publisher Content will not infringe any third-party Intellectual Property Rights;
(the “Act”). In the event that c) The Publisher Properties do not, and will not during the term of this Agreement, Lonza contain any Prohibited Content as set out in Section 12.2 below;
(id) becomes debarredThe Publisher Properties are free of any “worm”, suspended, excluded, sanctioned, “virus” or otherwise declared ineligible under other device that could impair or injure any person or entity;
(e) The Publisher will comply with all applicable laws and regulations in relation to 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 performance of this Agreement;
11.1.7 subject (f) The Publisher has full legal power and authority under its organizational documents to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under enter into this Agreement shall pass free and clear of any security interestto perform the obligations contained herein, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of and the date execution 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 Publisher’s obligations by Publisher will not infringe conflict with or cause a breach or violation of any Third Party Intellectual Property rightsagreement, law, regulation or other obligation to which Publisher is a party or subject;
11.2.2 Customer will promptly notify Lonza (g) The Publisher shall provide to Snack Media such technical information to assist in writing if it receives or is notified the design, implementation and selling 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 Advertising and the provision of the Services infringes any Intellectual Property as requested by Snack Media within twenty-four (24) hours of Snack Media’s request;
(h) The Publisher shall provide to Snack Media HTML codes, as requested, that provide click-through access to the Advertising from the Publisher Properties and all other reasonably relevant information as requested by Snack Media for the proper performance of the Services within twenty-four (24) hours of Snack Media’s request;
(i) The Publisher shall not manipulate the use of Publisher Properties by generating unjustified traffic or clicks through technical or other rights unjustified, unnatural or unsustainable means, including but not limited to (i) auto-bookmarking, auto-refreshing, auto-focusing, or changing a user's homepage; (ii) serving any “404” impressions or serving impressions through pop-ups or pop-unders; (iii) serving any impressions sent through fake video players or using i-frames; (iv) requiring users to view advertisements prior to using the Publisher Properties; or (v) providing incentives to view or click through the advertisements. Publisher shall at any time upon written request give Snack Media access within seven (7) days to the log files and any other relevant files or data of a Publisher Property to verify compliance with this Section 3.2(i);
(j) At the Publisher’s own expense, the Publisher shall procure, maintain and operate all hardware, software, networks, systems and third-party services (e.g. internet access) necessary to (i) operate the Publisher
(k) The Publisher shall enable Snack Media to access its live traffic statistics from Google Analytics (or any Third Partyother traffic measurement system that Snack Media agrees to in writing) or otherwise provide any reasonable traffic statistics information in a low maintenance and reliable manner;
(l) The Network Tags and Advertising are live on all of the Publisher Properties’ ad placement positions at all times and shall not be removed or displaced;
(m) Within fourteen (14) days of the Effective Date, the Publisher shall provide Snack Media with full details of all available inventory on the Publisher Properties;
(n) The Publisher shall provide Snack Media promptly and accurately with any reasonable information Snack Media may request;
(o) The Publisher shall incorporate promptly and accurately any demographics tools into the Publisher Properties as may reasonably be required by Snack Media to maximise the Incoming Revenue (including without limitation Comscore and Quantcast), and the Publisher hereby agrees to provide any and all consents relating to information and ranking tools or similar that Snack Media may require to maximise the Incoming Revenue;
(p) If the Publisher is responsible for the implementation of Network Tags, it must have the Network Tags live within fourteen (14) days of the Effective Date; and
11.2.3 Customer has (q) The Publisher shall reasonably consider using the necessary corporate authorizations to enter into this AgreementFan Engagement Tools.
Appears in 1 contract
Sources: Snack Media Online Advertising Representation Agreement for Publishers
Warranties. 11.1 Lonza 10.1 Each Party warrants that it has full power and authority to enter into this Agreement and to perform its obligations under it.
10.2 The Client warrants that:
11.1.1 10.2.1 the Services Client Assets shall be performed in a professional not infringe any third party rights, including without limitation Intellectual Property Rights and workmanlike manner and in accordance with all Applicable Lawsrights of privacy;
11.1.2 Lonza will 10.2.2 the Client Assets shall not knowingly include contain anything that is, in the Manufacturing Process Suppliers reasonable opinion, obscene, blasphemous, defamatory, promotes or incites terrorism or hatred based on religion, race or disability, or is illegal pursuant to any elements that infringe any such intellectual applicable laws or industrial property rights vested in any Third Partyregulations;
11.1.3 except with respect to 10.2.3 the Client Assets shall not contain any development services and Engineering Batchesvirus, the manufacture worm, Trojan horse, adware, spyware or any other form of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of deliverymalicious content, code or software or similar technology or anything which may otherwise compromise Supplier’s Properties or assets;
11.1.4 10.2.4 the performance of its obligations under this Agreement shall not conflict with its obligations under any other agreement to which it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facilityis a party;
11.1.5 10.2.5 no third party litigation or claim is underway, pending or threatened which may prevent it has the necessary corporate authorizations to enter into and perform fulfilling its obligations under this Agreement;
11.1.6 Lonza has never been debarred 10.2.6 it shall comply and shall procure that its officers, employees, agents and sub-suppliers shall comply at all times with all applicable laws and regulations in respect of its receipt and usage of the Services, including but not limited to Privacy Laws;
10.2.7 it shall allow Supplier and its representatives such access to its premises and records on such occasions and at such times as Supplier shall reasonably require in order to perform its obligations under this Agreement and permit to make copies of any relevant documentation for the Generic Drug Enforcement Act purposes of 1992, 21 U.S.C. Sec. 335a (the same;
10.2.8 it shall provide an environment which:
a) or (complies with all current applicable health and safety laws and regulations;
b) (the “Act”). In the event that during the term allows safe access and working of this AgreementSupplier employees, Lonza (iagents and sub- contractors; and
c) becomes debarredprovides adequate service access space for use by delivery people, suspended, excluded, sanctionedengineers, or otherwise declared ineligible under others, whether directly employed by Supplier or not, who may require access to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in Client’s premises.
10.3 The Supplier warrants that:
10.3.1 the event that it becomes debarredSupplier Assets shall not infringe any third party rights including without limitation Intellectual Property Rights and rights of privacy;
10.3.2 when accessing the Client’s premises, suspended, excluded, sanctioned, or otherwise declared ineligible under for the Actpurposes of providing the Services, it shall promptly cease all activities relating to this Agreementcomply with applicable health and safety law and any additional health and safety policies of the Client, where Supplier is notified in advance in writing of the same by the Client;
11.1.7 subject to payment 10.3.3 the performance of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer its obligations under this Agreement shall pass free and clear of not conflict with its obligations under any security interestother agreement to which it is a party;
10.3.4 no third party litigation or claim is underway, lien pending or other encumbrance in favour of Lonzathreatened which may prevent it fulfilling its obligations under this Agreement; and
11.2 Customer warrants that:10.3.5 it shall comply and shall procure that its officers, employees, agents and sub-suppliers shall comply at all times with all applicable laws and regulations in respect of its provision of its Services, including but not limited to Privacy Laws (provided always that the Client shall remain responsible for notifying the Supplier of any Client Specific Laws and any changes to them, and shall be responsible for any resulting costs incurred by the Supplier in relation thereto).
11.2.1 as 10.4 Except for the express warranties and conditions expressly contained or referred to in this Agreement, Supplier makes no other warranties or representations regarding the Services and all warranties, conditions and other terms express or implied statutory or otherwise in respect of the date of this Agreement to the best of the Customer’s knowledge and beliefcompliance with descriptions, the Customer has all satisfactory quality or the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance fitness for purpose of the Services shall which are not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza expressly set out in writing if it receives this Agreement or is notified a particular Statement of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that Work are excluded to the use fullest extent permitted by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementlaw.
Appears in 1 contract
Sources: Cloud Services Agreement
Warranties. 11.1 Lonza 8.1 Each of the parties warrants that:
11.1.1 8.1.1 it has full power and authority to carry out the Services shall actions contemplated under this Licence, and that its entry into and performance under the terms of this Licence will not infringe the rights of any third party or cause it to be performed in breach of any obligations to a third party;
8.1.2 it will perform its duties under this Licence in a professional manner with reasonable skill and workmanlike manner care, using suitably qualified personnel, and will use all reasonable endeavours to achieve the objectives of the Licence; and that
8.1.3 all information, data and materials provided by it to the other pursuant to this Licence will be, to the best of its knowledge, accurate and complete in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in material respects, and it is entitled to provide 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 same to the other without recourse 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;third party.
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 8.2 ECF warrants that:
11.2.1 as 8.2.1 the use of the date of this Agreement to Products does not, so far as it is aware, 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 and the performance of the Services shall not infringe any Third Party Intellectual Property rightsthird party;
11.2.2 Customer will promptly notify Lonza 8.2.2 no third party has threatened or, so far as it is aware, is currently threatening proceedings in writing if respect of such infringement; and that
8.2.3 none of its Background IP is the subject of any actual or, so far as it receives is aware, threatened challenge, opposition or revocation proceedings.
8.3 The Institution warrants that none of its Background IP is notified the subject of a formal written claim from a Third Party any actual or, so far as it is aware, threatened challenge, opposition or revocation proceedings.
8.4 The Institution undertakes that Customer Information and/or Customer Intellectual Property all ECF Developed IP is and shall be assigned to ECF free of any liabilities or rights that could be claimed by the use by Lonza thereof for the provision of the Services infringes Institution or any Intellectual Property third-party, in connection with such ECF Developed IP
8.5 Except as expressly provided in this Licence, there are no conditions, warranties or other rights of any Third Party; and
11.2.3 Customer has terms binding on the necessary corporate authorizations parties with respect to enter the actions contemplated by this Licence. Any condition, warranty or other term in this regard which might otherwise be implied or incorporated into this AgreementLicence, whether by statute, common law or otherwise, is, insofar as it is lawful to do so, hereby excluded.
Appears in 1 contract
Sources: Research and Development Licence
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
Warranties. 11.1 Lonza 9.1 The Company warrants and undertakes to the Customer that for the duration of the Service Period, it shall:
(i) comply with all instructions issued by the Satellite Provider that relate to the performance of the Service; and
(ii) provide the Service with reasonable skill and care.
9.2 The Customer warrants and undertakes to the Company that for the duration of the Service Period:
(i) it has the right to transmit the Content within the Territory; and
(ii) the transmission of the Service and the Content within the Territory will not infringe the intellectual property rights or any other proprietary rights of any third party; and
(iii) it shall not include in the Content any material which causes a breach of the rules of the Commissariaat Voor De Media or any relevant regulatory body within the Territory
(iv) it shall make the Company aware of any notices it receives from any other party including but not limited to the Commissariaat Voor De Media or any relevant regulatory body within the Territory in respect of a revocation of the licences held by Customer in respect of the Channel as soon as reasonably practicable following its receipt of such notice.
9.3 The Company and the Customer each 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 right, power and authority to enter into and perform its obligations under this Agreement;; and
11.1.6 Lonza (ii) it has never full capacity and authority and has obtained all necessary consents (including but not limited to, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Agreement and that this Agreement is executed by a duly authorised representative; and
(iii) the fulfilment of its obligations hereunder will not constitute a material violation of any existing applicable law, rule, regulation or order of any governmental authority; and
(iv) all material and necessary or appropriate governmental, public or private consents, permissions, agreements, licences or authorisations to which it is subject have been debarred under or will be obtained prior to the Generic Drug Enforcement Act Service Commencement Date; and
(v) the execution, delivery and performance 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 not violate or conflict with; · 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 by-laws, articles of incorporation or other rights similar statutory instrument of either party; or · any Third Partylaw, judgment or order applicable to either party; and
11.2.3 Customer has the necessary corporate authorizations or · any material agreement, restriction or obligation to enter into this Agreementwhich either party is subject or which constitutes a default under any such agreement, restriction or obligation.
Appears in 1 contract
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
Sources: 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
Sources: Share Sale & Purchase Agreement (Solar Power, Inc.)
Warranties. 11.1 Lonza warrants The Client represents and warrants: • that he/she is the author of the Work and is the owner of the copyright to all of its contents; that he/she has not engaged in plagiarism and that the Work, if fiction, represents no real event or person(s) that could in any way be deemed libelous and that:
11.1.1 the Services shall be performed , if nonfiction, does not misstate or omit any fact which would libel any person(s) or result in a professional person(s) being placed in a false or damaging light • that the Work does not infringe the copyright, trademark or privacy of any third party • that he/she is the owner of any trademarks and/or trade names associated with the Work • that the Work does not constitute obscenity or hate literature and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in that 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 author 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 right to enter into this Agreement. • that the work has not been published in any format with any company or person that may still own proprietary rights to the Work, that the Work is original and that no part of the Work was taken from or based on any other literary, dramatic, music material, film or graphic arts except as identified in writing by the Client. • that the Work does not infringe upon any copy right or proprietary right, common law, or statutory law, and does not contain any material that is libelous or constitutes a violation of privacy rights. YOUR COMPANY will begin work on the project in 7-21 DAYS after receipt of full payment of requested services as indicated on this contract. • YOUR COMPANY shall make no changes in, additions to, or eliminations from the manuscript without the consent of the Client, and in order to obtain such consent, the publisher shall submit the modified manuscript to the Client for approval. The Client agrees to return such proof to the publisher with corrections within thirty (30) days of the receipt thereof. However, the Client agrees to reasonable edits to allow the Work to conform to Publisher requirements, and correcting spelling and grammar errors, etc... as necessary to satisfy paid services as listed in the invoice. THE RIGHTS TO YOUR WORK The Client acknowledges and agrees that YOUR COMPANY acquires no right of ownership to the Work under this Agreement; that YOUR COMPANY, according to the contract is a provider of limited services only and assumes no responsibility for reviewing or correcting the content of the Work outside the responsibility of the editing services contracted for this project.
Appears in 1 contract
Sources: Contract for Services
Warranties. 11.1 Lonza The Lender 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 each Participation Loan described in any development services Loan Participation Certificate executed by Commerce and Engineering BatchesLender that, 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 the Loan Documents:
(1) The Lender is the sole legal, equitable, and beneficial owner of each said Participation Loan(s) and has the right to sell and transfer a Participation Interest therein to Commerce and has not heretofore sold or transferred or otherwise disposed of any portion of its interest without Commerce concurrence in any of such Participation Loan(s) or the Collateral, therefore. If the Lender wishes to sell a portion of its retained portion of the Participation Loan, the Lender must get prior written approval from Commerce and retain up to ten percent (10.00%) of the original loan amount in accordance with the Loan Participation Program.
(2) The Collateral is, to the best of ▇▇▇▇▇▇’s knowledge, free and clear of all liens that are prior or superior to the CustomerLender’s knowledge interests, except: (1) the lien for future taxes and beliefassessments not yet due and payable and (2) subordinated liens agreed upon in Commerce’s commitment.
(3) If the Collateral is subject to a superior or prior lien and the subject loan is in a secondary or subordinate security position, Commerce must give its approval to the Customer has all secondary or subordinate security position.
(4) No Loan Documents are in default and, to ▇▇▇▇▇▇’s knowledge, there does not exist an event which may result in a default under the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights Loan Documents. No portion of any Third Party and Real Property subject to any Security Agreement securing a Participation Loan has been released from such Security Agreement after the performance date of the Services shall not infringe any Third Party Intellectual Property rights;applicable mortgagee’s title insurance policy.
11.2.2 Customer will promptly notify Lonza (5) All Loan Documents in writing if it receives or is notified connection with each Participation Loan are to the best 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 ▇▇▇▇▇▇’s knowledge, valid and enforceable under existing law.
(6) Each Participation Loan complies with all applicable provisions of the Services infringes any Intellectual Property Act and Program Guidance.
(7) The review and acceptance of all Loan Documents or other rights documents required under the Loan Participation Program does not constitute the concurrence by Commerce of the accuracy, validity, or legality of the documents presented.
(8) The Lender is and will be authorized to do business in the State of Montana and there are and will be no violations on the part of the Lender of any Third Party; andapplicable state or federal law, regulation, or rule.
11.2.3 Customer has (9) Each person executing this Agreement and each Loan Participation Certificate is or will be, at the necessary corporate authorizations time of execution and delivery thereof, fully authorized to enter into this Agreementdo so on behalf of the Lender.
(10) The Lender certifies that it is in compliance with the requirements of 31 C.F.R. § 1020.220, regarding customer identification programs as applicable.
Appears in 1 contract
Warranties. 11.1 Lonza 9.1 The Provider warrants to the Client that:
11.1.1 a) the Services shall be performed in a professional Provider has the legal right and workmanlike manner authority to enter into the Agreement and to perform its obligations under the Agreement;
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 the Agreement;
c) the Platform will incorporate security features reflecting the requirements of good industry practice: and
d) that the Hosted Services, when used by the Client in accordance with all Applicable Laws;
11.1.2 Lonza the Agreement, will not knowingly include in breach any laws, statutes or regulations applicable under English law and will not infringe the Manufacturing Process Intellectual Property Rights of any elements that infringe any such intellectual or industrial property rights vested person in any Third Party;jurisdiction and under any applicable law.
11.1.3 except 9.2 The Client acknowledges that:
a) use of the Hosted Services is at the Client’s sole risk, that the Provider cannot and does not warrant that the service will meet all requirements of the Client, or that the operation of the Hosted Services will be uninterrupted or error-free.
b) the Hosted Services and anything related thereto are provided "as is" and "as available", with all faults and without warranty of any kind, and Provider hereby expressly disclaims all warranties and conditions with respect to any development services the Hosted Services and Engineering Batchesanything related thereto, either express, implied or statutory, including, but not limited to, the manufacture implied warranties and/or conditions of Product shall be performed in accordance with cGMP merchantability, of satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and will meet of non-infringement of third party rights. No oral or written information or advice given by the Specifications at the date of delivery;
11.1.4 it Provider or its Affiliate holds all necessary permitsshall mean or intend to create a warranty, approvalsexpress or implied.
c) complex software is never wholly free from defects, consents errors bugs etc. nor entirely free from security vulnerabilities; and licenses subject to enable it the other provisions of the Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure or that the Hosted Services will be wholly free from defects, errors and/or bugs or that such defects shall be corrected promptly by the Provider.
d) the Hosted Services are designed to perform be compatible only with that software and those systems specified as compatible in the Hosted Services at Specification; and the Facility;Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
11.1.5 e) the Provider may not be able to ensure exactly 100% accuracy in results or go by the sharp 30-second verification time; these figures may vary slightly as the verification process can be delayed owing to heavy website traffic or the clarity of the verification document.
9.3 The Client warrants to the Provider that it has the necessary corporate authorizations legal right and authority to enter into the Agreement and to perform this Agreement;
11.1.6 Lonza has never been debarred its obligations under the Generic Drug Enforcement Act Agreement.
9.4 All of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In parties' warranties and representations in respect of the event that during subject matter 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 Agreement are expressly 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 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
Sources: Terms and Conditions
Warranties. 11.1 Lonza DEI warrants to CLIENT that:
11.1.1 a) DEI will not, in the Services shall be performed in a professional course of performing its services and workmanlike manner obligations under this Agreement, infringe or misappropriate, and in accordance with all Applicable Lawsnone of the WORK PRODUCT nor any element thereof will or does infringe or misappropriate, any INTELLECTUAL PROPERTY RIGHT of any third party;
11.1.2 Lonza b) neither the WORK PRODUCT nor any element thereof will not knowingly include in the Manufacturing Process be subject to any elements that infringe any such intellectual restriction, mortgage, lien, claim, pledge, security interest, or industrial property rights vested in any Third Partyencumbrance when delivered by DEI to CLIENT;
11.1.3 except with respect to any development services c) DEI has full right, power, and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations authority to enter into and perform this Agreement without the consent of any third party, including the right to grant all licenses granted by DEI in this Agreement;
11.1.6 Lonza d) All individuals and entities that contribute to or participate in the conception, creation, or development of the WORK PRODUCT will have unconditionally and irrevocably assigned all of their right, title, and interest in and to the WORK PRODUCT (and all INTELLECTUAL PROPERTY RIGHTS thereto) to DEI (or DEI Agreement Number: 0743.01 - 14/69 - directly to CLIENT) before being allowed to begin performing any of the services under this Agreement;
e) DEI will comply with all laws, regulations, and ordinances applicable to DEI’s performance of its services under this Agreement and DEI’s other obligations under this Agreement, including export control laws, and has never been debarred obtained (or before performing any services under this Agreement will obtain) all governmental permits and licenses required for DEI to perform its services under this Agreement and DEI’s other obligations under this Agreement;
f) DEI has the Generic Drug Enforcement Act of 1992requisite skills, 21 U.S.C. Sec. 335a experience and expertise necessary to perform its obligations pursuant to this Agreement;
g) DEI will take all necessary or reasonable precautions to prevent injury to any person (aincluding CLIENT’s employees) or damage to any property (bincluding CLIENT’s property) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:h) Subject to Schedule 3, if the LICENSED UNIT is constructed and operated in accordance with the PROCESS BOOK, the PERFORMANCE GUARANTEES specified in Schedule 3 will be met.
11.2.1 i) Except as stated in this Article (a) through above, DEI makes no other warranties, express or implied, by operation of the date of this Agreement law or otherwise, with respect to the best licenses granted hereunder, including any other guarantees relating to the catalysts, equipment or material to be used in the LICENSED UNIT or any warranty of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of merchantability or fitness for any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementuse.
Appears in 1 contract
Sources: Engineering Services & Technology Transfer Agreement (Hoku Scientific Inc)
Warranties. 11.1 Lonza 7.1 Each party represents and warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 (i) it has the necessary corporate authorizations legal power to enter into and perform under this Agreement;; and (ii) it shall comply with all other applicable laws in its performance hereunder.
11.1.6 Lonza has never been debarred under 7.2 DN Direct warrants to Customer that the Generic Drug Enforcement Act of 1992, 21 U.S.C. SecPlatform will substantially conform in all material respects to the Documentation (“Platform Warranty”). 335a The Platform Warranty does not apply when: (a) the Platform that has been modified by any party other than DN Direct; or (b) (the “Act”). In the event Platform that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible has been improperly used and/or installed in a manner other than as authorized under the Act; Lonza agrees Agreement to promptly notify the extent such modification(s) or improper installation cause the Platform to be nonconforming. As Customer. Lonza also agrees that in ’s sole and exclusive remedy and DN Direct’s entire liability for any breach of the event foregoing warranty, DN Direct will repair or replace any nonconforming Platform so that it becomes debarredoperates as warranted or, suspendedif DN Direct is unable to do so, excludedterminate the license for such Platform and return or request the Reseller to return the license fees paid for the nonconforming Platform, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of pro-rated from the date of this Agreement to the best of the Customer’s knowledge and belieftermination.
7.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementNEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DN Direct DOES NOT WARRANT THE OPERATION OF THE PLATFORM AND RESULTS OF THE PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER IS SOLELY REPONSIBLE FOR THE DECISIONS IT MAKES FROM DATA THAT IS PROVIDED AS OUTPUT FROM THE PLATFORM.
Appears in 1 contract
Sources: Subscription Services Agreement
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable LawsLaws and in a workmanlike manner consistent with industry standards;
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 services, Pilot Batches and/or Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of deliveryDelivery;
11.1.3 all Product delivered by Lonza hereunder shall: (a) conform to the applicable Specifications at the date of Delivery; (b) be manufactured and delivered in accordance with the Quality Agreement and cGMP; (c) not be adulterated within the meaning of the United States Food, Drug and Cosmetic Act, as amended, and any regulations promulgated thereunder; and (d) be free and clear of any lien, encumbrance; provided, however, that this warranty shall not apply in respect of any Pilot Batch or Engineering Batch;
11.1.4 it has not been debarred by the FDA pursuant to 21 U.S.C. § 335a or its successor provisions;
11.1.5 to the best of its reasonable ability and knowledge it will not use in the performance of Services hereunder, any personnel, Affiliate or Third Party that has been debarred by the FDA pursuant to 21 U.S.C. § 335a or its successor provisions;
11.1.6 it will not use or disclose any Customer Information or Customer Background Intellectual Property in violation of its obligations under this Agreement;
11.1.7 as of the date of this Agreement, to the best of Lonza’s knowledge and belief, the Lonza Confidential Information and Lonza Background Intellectual Property are owned by Lonza or Lonza is otherwise entitled to use them for the purposes of providing Services under this Agreement and, during the Term of this Agreement, Lonza shall not do or cause anything to be done which would adversely affect its ownership or entitlement to use Lonza Confidential Information, Lonza Background Intellectual Property or New General Application Intellectual Property for the purposes of providing Services under this Agreement;
11.1.8 as of the date of this Agreement, to the best of Lonza’s knowledge and belief, the use by Lonza of those parts of the Manufacturing Process that constitute Lonza Background Intellectual Property (excluding any modifications or steps made or developed by Customer the Customer Materials, Customer Information and Customer Background Intellectual Property) and Lonza Confidential Information for the performance of the Services as provided herein will not infringe any rights (including without limitation any intellectual or industrial property rights) vested in any Third Party;
11.1.9 Lonza will notify Customer in writing immediately if it receives or is notified of a claim from a Third Party that the use by Lonza of the Manufacturing Process and/or the Lonza Confidential Information, Lonza Background Intellectual Property or New General Application Intellectual Property for performance of the Services infringes any Intellectual Property rights vested in such Third Party;
11.1.10 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;Facility (subject always to Clause 11.2.3); and
11.1.5 11.1.11 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 To the best of Customer’s knowledge as of the date of this Agreement to the best of the Customer’s knowledge and beliefEffective Date, the Customer has all the rights necessary to permit Lonza (and its relevant Affiliates) 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 Information, Customer Background Intellectual Property, Customer Materials, New Customer Intellectual Property, the Cell Line, and/or any and all other information, materials and Intellectual Property supplied by or on behalf of the Customer, or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party;
11.2.3 Customer has all the rights necessary to provide, and permit Lonza and its Affiliates and any Lonza sub-contractors and the External Laboratories to use for the purposes of this Agreement, the Customer Information, Customer Background Intellectual Property, Customer Materials, New Customer Intellectual Property, the Cell Line, and any and all other information, materials and Intellectual Property supplied by or on behalf of the Customer, and that the use of anything referred to in this clause 11.2.3 will not infringe the Intellectual Property rights of any Third Party; and
11.2.3 11.2.4 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 1 contract
Sources: Manufacturing Agreement (Tracon Pharmaceuticals, Inc.)
Warranties. 11.1 Lonza 7.1 The Warrantors jointly and severally warrant and represent, to the Purchaser (for itself and as trustee for each Group Company) in the terms of the statements set out in SCHEDULE 4 as at the Completion Date with reference to the facts which then exist.
7.2 3i hereby warrants to the Purchaser in the terms of and the warranties set out in paragraph 17.4 of Schedule 4.
7.3 The Sellers acknowledge that the Purchaser in entering into this Agreement has relied on the Warranties and the Purchaser acknowledges to the Sellers and 3i that no reliance has been placed by it on any other warranty or representation.
7.4 The Sellers agree with the Purchaser (for itself and as trustee for each Group Company) (in the absence of fraud) to waive any right or remedy which the Sellers may have against any Group Company or (save in respect of the Contribution Agreement) any present or former director, employee or agent of any Group Company in connection with any representation, warranty, agreement or statement by any such person in relation to this Agreement and any other document to be executed in connection with it.
7.5 Each of the Warranties shall be construed as a separate and independent provision.
7.6 Save in the event of fraud none of the parties shall be entitled to rescind the Agreement after Completion.
7.7 Save as otherwise provided in this Agreement, no claim in respect of or arising out of the Warranties or any other provision of this Agreement shall be limited or otherwise affected and no amount recoverable in respect of any breach shall be reduced by any knowledge (actual or constructive) which the Purchaser has or is deemed to have in relation to any Group Company.
7.8 The Purchaser warrants to each of the Sellers and 3i that:
11.1.1 7.8.1 the Services shall be performed in a professional Purchaser has and workmanlike manner has duly exercised all power 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 authority necessary for 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 its obligations under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarredto constitute, suspended, excluded, sanctioned, issue and perform its obligations under or otherwise declared ineligible in respect of the Tax Deed and every other document or obligation to be entered into or performed by it 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 pursuant to this Agreement;
11.1.7 7.8.2 it does not require (or has obtained) the consent of any person to enter into and perform the matters referred to in the preceding CLAUSE 7.8.1;
7.8.3 it has in all other respects taken all action necessary to authorise the execution, delivery and performance of this Agreement, the Tax Deed (subject to payment of undisputed invoices, title completion taking place) by it under or pursuant to all Product this Agreement and all New Customer Intellectual Property provided to Customer under the same to, or will when executed, constitute lawful, valid obligations binding upon the Purchaser in accordance with their respective terms;
7.8.4 the execution, delivery and performance of or compliance with the provisions of this Agreement shall pass free and clear the Tax Deed, will not cause or constitute any breach or default of or under any constitutional documents of the Purchaser or of any agreement relating to any borrowing of any kind or of any security interestinstrument issued or granted by the Purchaser;
7.9 The liabilities of the Warrantors hereunder shall be limited in accordance with the provisions of Clause 8;
7.10 The Purchaser confirms to the Warrantors, lien or other encumbrance in favour that having made reasonable enquiry of Lonza; and
11.2 Customer warrants that:
11.2.1 as the Project Team only, it is not actually aware of any matter which would at the date of this Agreement give rise 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 Agreementan actual Claim.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares (Cyberoptics Corp)
Warranties. 11.1 Lonza 7.1 Nucleus warrants that:
11.1.1 : - it will perform the Services shall be performed in a professional good and workmanlike manner manner; - the Instances and the Instance Software shall function substantially in accordance with the Service Description, it being understood that small deviations shall not constitute a breach of this warranty, and that all Applicable Laws;
11.1.2 Lonza will not knowingly include software contains bugs; and - it shall use reasonable efforts to maximize the availability of the Instances, as further described in the Manufacturing Process SLA. The Customer recognizes, however, that the use of the Instances shall not be entirely error-free, completely secure or without any elements interruptions, and that infringe any the availability and security of the Instances is subject to a variety of interdependent factors (such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batchesas the availability of telecommunication links, the manufacture interaction between software of Product various parties, network congestion on the Internet, etc.), which are partially or substantially out of the control of Nucleus.
7.2 If the Instance does not perform as warranted, Nucleus shall be performed in accordance with cGMP and undertake to correct the Errors. However, Nucleus does not warrant that the Services will meet the Specifications at Customer's specific expectations, objectives or requirements. .
7.3 Nucleus's warranties do not cover interventions not due to Nucleus such as, but not limited to: - Errors resulting from erroneous, improper, non- authorized or unsupported use of the date Instances or the Additional Deliverables; - Errors resulting from a fault of delivery;the Customer, the Technical Contact Person or a User; - Errors resulting from the interfacing of the Instances or the Instance Software with other software from third parties, unless approved in writing by Nucleus.
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform 7.4 This clause 7 constitutes Nucleus' only warranty concerning 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 is made expressly in lieu of 1992, 21 U.S.C. Secall other warranties. 335a (a) or (b) (the “Act”). In the event that during the term of Except as otherwise provided in this Agreement, Lonza and to the fullest extent permissible under applicable law, Nucleus makes no warranties, express or implied, regarding any matter, including fitness for a particular purpose, merchantability and/or non infringement. Nucleus specifically disclaims all warranties and liability for: (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 technical operation of the Customer’s knowledge 's own applications; and belief(ii) the accuracy, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights lawfulness and appropriateness 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 AgreementHosted Data.
Appears in 1 contract
Sources: Terms and Conditions
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 Agreement▇▇▇▇▇▇ ▇▇, Lonza (i) becomes debarred▇▇▇ 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
Sources: Distribution, Development, Commercialization & Supply Agreement (Supernus Pharmaceuticals, Inc.)
Warranties. 11.1 Lonza 18.1 TMA represents, warrants thatand covenants to TRE as follows:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it (a) TMA has the necessary corporate authorizations full right and legal authority to enter into and fully perform this AgreementAgreement in accordance with its terms;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (TMA is fully able to grant TRE the “Act”). In the event rights it grants herein and represents that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass these rights are granted free and clear of any security interest, lien or other encumbrance in favour and all claims and encumbrances and that the exercise by TRE of Lonza; andsuch rights will not infringe the rights of any third party;
11.2 Customer warrants that:
11.2.1 as (c) TMA declares that it is authorized to grant the rights of use concerning the date Articles of this Agreement and which are the subject of this Agreement and it vouches for the TRE’s right to the best same.
(d) TMA guarantees that referring to the production, utilization and exploitation of the Customer’s knowledge and beliefArticles, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party manufacture and use required for the performance exploitation of the Services shall Articles as contemplated in this Agreement and attached Addendum have been duly acquired and do not infringe upon any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property personal or other rights of any Third Party; andsoftware utilization by a third party. TMA must hold TRE harmless in this matter from and against claims made by third parties related to third parties holding rights on such Articles.
11.2.3 Customer (e) For the avoidance of doubt all rights wholly controlled by TMA shall be licensed to TRE for use in accordance with this Agreement without charge.
(f) TMA declares and warrants that the rights hereby granted have neither been granted in whole nor in part to a third party, that a third party neither has the necessary corporate authorizations right to exercise them nor has been entrusted with the care of such rights and that TMA will not seek to exploit such rights itself. TMA indemnifies TRE as well as any other party who may obtain the rights granted in this Agreement from claims of a third party, which may be imposed in connection with the utilization of rights granted in this Agreement.
(g) This Agreement when executed and delivered by TMA and TRE will be legal, valid and binding obligations enforceable against TMA in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally;
(h) The execution, delivery and performances of this Agreement by TMA does not and will not violate or cause a breach of any other agreements or obligations to which it is a party or by which it is bound, and no approval or other action by any governmental authority or agency is required in connection herewith;
(i) Each of the foregoing representations, warranties and covenants shall be true at all times. TMA acknowledges that each of such representations, warranties and covenants are deemed to be material and have been relied upon by TRE notwithstanding any investigation made by TRE;
(j) TMA has not entered and will not enter into any agreement, commitment or other arrangement which affects or diminishes any of the rights herein granted to TRE.
(k) The TMA gold master disks will be free from faults, bugs or other defects and capable of performing in accordance with the requirements imposed on developers of games for all formats granted to TRE and, to the extent that TRE is granted the relevant rights.
(l) There is no litigation and TMA is not aware of any pending or threatened litigation in respect of the Articles.
18.2 TRE represents, warrants and covenants to TMA as follows:
(a) TRE has the full right and legal authority to enter into and fully perform this AgreementAgreement in accordance with its terms;
(b) This Agreement when executed and delivered by TRE and TMA will be legal, valid and binding obligations enforceable against TRE in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally;
(c) The execution, delivery and performances of this Agreement by TRE does not and will not violate or cause a breach of any other agreements or obligations to which it is a party or by which it is bound, and no approval or other action by any governmental authority or agency is required in connection herewith;
(d) Each of the foregoing representations, warranties and covenants shall be true at all times. TRE acknowledges that each of such representations, warranties and covenants are deemed to be material and have been relied upon by TMA notwithstanding any investigation made by TMA;
(e) TRE is not entitled to transfer sub-license or assign any rights granted in this Agreement to a third party without TMA’s prior written consent (such consent not to be unreasonably withheld).
Appears in 1 contract
Warranties. 11.1 Lonza Each Party to this Agreement represents and warrants to the other Party that:
11.1.1 it has the Services shall be performed in full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder;
11.1.2 the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a professional party to or by which it is otherwise bound;
11.1.3 when executed and workmanlike manner delivered by such Party, this Agreement will constitute legal, valid and binding obligations of such Party, enforceable against such Party in accordance with all Applicable Lawsits terms;
11.1.2 Lonza will not knowingly include 11.1.4 it shall perform its obligations under this Agreement in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested accordance with Applicable Law and with all due skill and care, in any Third Partya prompt and professional manner and using appropriately skilled, experienced, and qualified employees, agents and sub-contractors;
11.1.3 11.1.5 there are no claims or proceedings existing or, to the best of that Party’s knowledge, pending before or by any arbitrator or any federal, state, local, or other governmental court or other regulatory body, with regard to any of its business that might affect its ability to meet and perform its obligations under this Agreement; and
11.1.6 except with respect to any development services and Engineering Batchesapplicable Gaming Approval, 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 permitsno material approval of, 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, sanctionednotice to, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarredregistration, suspendeddeclaration or filing with, excludedany Governmental Entity is, 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 Agreement, known to be required (after due inquiry) to be obtained or made by or with respect to a Party in connection with the execution, delivery and performance of this Agreement.
11.2 WHG represents and warrants to the best Customer that:
11.2.1 it has sufficient rights in the PAM Platform to grant the rights and licenses to Customer granted herein, and that WHG’s provision of, and Customer’s receipt and use of the PAM Platform and the PAM Services hereunder in accordance with the terms of this Agreement will not infringe the Intellectual Property Rights of any third party;
11.2.2 subject to fulfilling its licensing obligations pursuant to clause 9, it shall hold and maintain the Platform Provider License throughout the Term and any other licenses necessary to perform its respective obligations under this Agreement;
11.2.3 the PAM Platform will perform materially in accordance with its Documentation at all times during the Term;
11.2.4 WHG shall use reasonable efforts to ensure no update or upgrade to the PAM Platform will materially decrease the features, functionality, or capabilities of the PAM Platform during the Term, unless the material reduction in features is done in order to comply with Applicable Laws or at the instruction of a Gaming Authority;
11.2.5 the PAM Platform shall be tested in accordance with Good Industry Practice with the latest commercially available detection software for viruses and, to WHG’s knowledge, the PAM Platform does not contain any viruses or other harmful or malicious code; code and Customer will be notified within twenty-four (24) hours if the PAM Platform is found to contain any viruses or other harmful or malicious code; and
11.2.6 the PAM platform offers the Customer a testing environment in accordance with Good Industry Practice to allow for all Customer third party providers (subject to Customer’s reasonable request to WHG) to test integrations that are bug free and allow the Customer to view any new sprint cycles, upgrades, product launches or material changes to the product.
11.3 The Customer represents and warrants to WHG that:
11.3.1 Customer and its Affiliates own or otherwise have obtained necessary rights to use the Brand Features and (as far as the Customer and its Affiliates are aware) that the use of the same in accordance with the terms of this Agreement will not infringe the Intellectual Property Rights of any third party;
11.3.2 subject to fulfilling their licensing obligations pursuant to clause 9, the Customer and its Affiliates shall hold and maintain the Operator Licenses throughout the Term and any other licenses necessary to perform their respective obligations under this Agreement; and
11.3.3 the Customer and its Affiliates will market and promote the Gaming Site only in accordance with Applicable Law.
11.4 WHG does not warrant that the PAM Platform will be free from error and that access to the PAM Platform will be uninterrupted during the Term. Notwithstanding the foregoing WHG shall be obligated to ensure that the PAM Platform performs in accordance with the Service Availability set out in the SLA.
11.5 The Customer agrees and acknowledges that WHG shall not be held responsible or liable for any defects or errors in the Games and/or the Sportsbook and the liability for any such defects or errors shall be governed by the Customer’s knowledge and belief, direct contractual relationship with the Customer has all Sport Wagering Provider and/or the rights necessary to permit Lonza to perform relevant Nominated Content Provider (as 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 Agreementcase may be).
Appears in 1 contract
Sources: Player Account Management Services Agreement (VIP Play, 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 EmOpti further warrants to Customer that: (a) the Purchased Services will function substantially in accordance with the applicable Documentation; (b) it will use commercially reasonable efforts to prevent the introduction into Customer’s information technology systems of viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs that could harm or disrupt the proper operation of the Customer’s systems; (c) the Professional Services shall be performed in a professional with reasonable care and workmanlike manner skill and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in applicable professional standards, (d) as of the Manufacturing Process any elements Effective Date of this Agreement and each Schedule, there are no claims brought or threatened against EmOpti or its customers alleging that the Deliverable or Services infringe any such or misappropriate the intellectual or industrial property rights vested in of 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”)third party. 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 nonconformance with any of the date of warranties specified in this Agreement to the best of the Customer’s knowledge and beliefSection 7.2, 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 (and in no event later than thirty (30) days after the non- conforming services were provided) notify Lonza in writing if it receives or is notified EmOpti of such nonconformance and EmOpti will, following receipt of such notice from Customer, use commercially reasonable efforts to make available to Customer 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 conforming version of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer applicable Services. If EmOpti fails to do so within thirty (30) days, and such nonconformance has the necessary corporate authorizations effect of materially diminishing the functionality and value of the Purchased Services as a whole, then Customer shall have the right to enter into terminate this AgreementAgreement upon notice and recover the subscription fees paid to EmOpti, pursuant to Section 10.6(c).
7.3 EXCEPT AS SET FORTH IN THIS AGREEMENT, IN EXHIBIT D OR IN ANY APPLICABLE SOW, EMOPTI IS PROVIDING THE SERVICES AND DELIVERABLES “AS IS” AND EMOPTI 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 SERVICES AND DELIVERABLES OR THEIR PERFORMANCE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, EMOPTI DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES 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, EMOPTI WILL NOT BE LIABLE FOR ANY DEFICIENCIES IN PERFORMANCE OF THE SERVICES ATTRIBUTABLE TO INTERNET FUNCTIONALITY, FORCE MAJEURE, CUSTOMER’S, OR CUSTOMER’S, ANY CLIENT’S OR ANY AUTHORIZED USER’S NETWORK OR ACCESS TO THE INTERNET.
Appears in 1 contract
Sources: Master Services Agreement
Warranties. 11.1 Lonza Each of the parties warrants that:
11.1.1 to the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements other that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into full legal power, authority and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations right to enter into this Agreement and to perform its obligations under this Agreement. It is acknowledged and agreed by Aston and the Company that this Agreement provides for the carrying out of research and/or the use of materials whose properties and safety may not have been established and that specific results are not guaranteed and that any results, materials, information or Resulting IPR or Background IPR provided under this Agreement are provided ‘as is’. Limitation of Liability Neither party limits its liability for: death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors; or fraud by it or its employees; or breach of any obligation as to title implied by statute; or any other act or omission, liability for which may not be limited under Applicable Law. Subject to paragraph 16.1 neither party will be liable to the other for Economic Loss; and Anti Bribery Each party will: comply with Anti Bribery Law; not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act if such activity, practice or conduct had been carried out in the UK; have and will maintain in place, its own policies and procedures, including Adequate Procedures, to ensure compliance with Anti Bribery Law and this clause 17, and will enforce them where appropriate; and procure and ensure that all of its Associated Persons comply with this clause 17. The Company will comply with ▇▇▇▇▇’s policy on Bribery Prevention, Gifts and Hospitality. If either party of Aston or the Company breaches this clause 17 then, without prejudice to any other rights or remedies, the other party may immediately terminate this Agreement on written notice to the party in breach. Modern Slavery The parties will comply with the Modern Slavery Act 2015 and all associated regulations. The parties agree not to engage in any practice or conduct which would constitute an offence under the Modern Slavery Act 2015. Breach of this clause 18 will be deemed a material breach of this Agreement. Prevent The Company acknowledges that Aston is subject to the requirements of Prevent and the Company (acting reasonably) will assist and cooperate, wherever possible, with Aston to enable Aston to comply with its obligations under Prevent. Freedom of Information The Company acknowledges that Aston is subject to the requirements of the FOIA and the EIR, and the Company will assist and co-operate with Aston (on request and at each party’s own expense) to enable Aston to comply with the information disclosure requirements imposed on it by the FOIA and/or the EIR as the case may be. Data Protection24 Part 5 will apply to this Agreement in respect of compliance with Data Protection Laws. Force Majeure Neither party will be liable to the other to the extent that it is unable to perform its obligations by reason of Force Majeure provided the party so unable to perform promptly notifies the other of the Force Majeure and its causes. If a Force Majeure continues for more than 3 months, a party in receipt of a notice pursuant to paragraph 22.1 may terminate this Agreement by giving 30 days’ notice to the other. The party serving such notice to terminate may withdraw the same if the Force Majeure ceases during the 30 day notice period. In calculating whether a Force Majeure has continued for 3 months there will be ignored any period or periods totalling 1 month or less during the 3 month period during which the party serving the notice under paragraph 22.1 was able to fulfil its obligations under this Agreement.
Appears in 1 contract
Sources: Studentship Agreement
Warranties. 11.1 Lonza 13.1 The Content Provider warrants and undertakes to VGSL and Vodafone that:
11.1.1 13.1.1 it has full right and authority to enter into this Master Agreement and any Contract and that its entry into this Master Agreement and any Contract does not breach any third party's rights or any other agreement to which it is a party;
13.1.2 it shall implement and comply with any Guidelines provided from time to time by VGSL or any other Vodafone Group Company to the Services Content Provider which relate to:
13.1.2.1 content standards (including anti-social, adult, fraudulent, unlawful or otherwise inappropriate content) and, in particular, shall be performed in a professional and workmanlike manner and clearly classify the Content in accordance with all Applicable Lawsthe adult content classification framework criteria agreed between the Content Provider and VGSL;
11.1.2 Lonza will not knowingly include in 13.1.2.2 access or use of the Manufacturing Process Directory by Customers (including anti-social, fraudulent, underage, unlawful or improper use); or
13.1.2.3 the Vodafone Network and/or any elements that infringe any such intellectual or industrial property rights vested in any Third Partymobile device;
11.1.3 except with respect to any development services and Engineering Batches13.1.3 it shall not act in a way which shall impair or put in jeopardy the operation of the Directory, the manufacture Vodafone Network, any mobile device or any part of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of deliverythem;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 13.1.4 it has the necessary corporate authorizations licences, consents, permissions or approvals to enter into operate and perform this Agreementto grant Vodafone the rights to use the Content, the Marketing Materials and the Content Provider Marks in accordance with the terms of a Contract;
11.1.6 Lonza has never been debarred 13.1.5 it shall use reasonable skill and care in carrying out its obligations and exercising its rights under a Contract and/or this Master Agreement; and
13.1.6 it shall comply with all applicable laws and regulations when performing its obligations under this Master Agreement and/or a Contract.
13.2 The Content Provider warrants and undertakes to VGSL and Vodafone that the Generic Drug Enforcement Act Content shall:
13.2.1 be of 1992satisfactory quality and be kept fresh, 21 U.S.C. Secupdated and current (with reference to the nature of the Content's subject matter) and shall not be factually inaccurate;
13.2.2 not infringe any third party's rights (including intellectual Property Rights);
13.2.3 not offend taste or decency, nor be defamatory, obscene. 335a (a) racist, materially inaccurate, be so violent or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctionedabusive in nature as to be reasonably likely to cause serious offence in Vodafone's opinion, or otherwise declared ineligible under the Act; Lonza agrees be in breach of any applicable law, regulation or code of conduct or result in Vodafone or any Vodafone Group Company being in breach of any law;
13.2.4 not result in Vodafone or any other Vodafone Group Company being held to promptly notify Customer. Lonza also agrees that carry out any regulated activity in the event applicable Territory including but not limited to any gambling service, betting service or lottery (where “regulated activity” means any activity requiring specific governmental authorisation or license, other than the provision of telecommunications or electronic communications services);
13.2.5 not contain any content that it becomes debarred, suspended, excluded, sanctionedpromotes a Competitor or criticises Vodafone or any other company within the Vodafone Group, or otherwise declared ineligible under bring Vodafone Group Companies into disrepute or damages the Actreputation or goodwill of Vodafone, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear or any other Vodafone Group Company or any trade m▇▇▇ of any security interest, lien or other encumbrance in favour Vodafone Group Company In any of Lonzathe Territories; and
11.2 Customer warrants that:
11.2.1 as 13.2.6 not contain any computer viruses, logic bombs, trojan horses and/or any other items of software which would disrupt the proper operation of the date of this Agreement to the best of the Customer’s knowledge and beliefDirectory, the Customer Vodafone Network or any mobile device.
13.3 VGSL warrants and undertakes that it has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party full right and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations authority to enter into this Master Agreement. Each Vodafone Group Company which executes the Contract Acceptance Notice warrants and undertakes that it has full right and authority to execute that Contract Acceptance Notice.
13.4 The Parties acknowledge that their respective obligations and liabilities are exhaustively defined in each Contract and this Master Agreement (as the context requires) and that to the extent permitted by law, the express obligations and warranties provided in each such Contract and this Master Agreement are in lieu of and to the exclusion of any warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or provided or services performed under or in connection with each such Contract and/or this Master Agreement including (without limitation) as to the condition, quality, performance satisfactory quality or fitness for the purpose.
13.5 Save as otherwise notified to the Content Provider, VGSL shall act as the single point of contact between the Content Provider and each Vodafone Group Company entering into a Contract including, without limitation. in respect of any claims made by the Content Provider or such a Vodafone Group Company under this Master Agreement or any Contract.
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Sources: Master Global Content Reseller Agreement (Mandalay Media, Inc.)