Warranty and Representations. 13.1 As an essential term of this Agreement, each party hereby warrants and represents to the other party that it is entitled to disclose to and license the other party to xxx its Confidential Information, Improvement Inventions, and Patents under the terms of this Agreement without violating the trade secret or contractual rights of any third party.
13.2 EXCEPT AS SET FORTH IN SECTION 13.1, OR AS OTHERWISE SPECIFICALLY STATED HEREIN, THE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS OR A PARTICULAR PURPOSE, PATENT VALIDITY, OR NON-INFRINGEMENT OF A THIRD-PARTY PATENT OF OTHER INTELLECTUAL PROPERTY RIGHTS REGARDING THE USE OR COMMERCIALIZATION OF PRODUCT, CONFIDENTIAL INFORMATION, IMPROVEMENT INVENTIONS, OR PATENTS.
Warranty and Representations. 9.1 BZ will carry out the Contract with reasonable skill and care and where Goods or Services supplied by BZ are proved to be defective within six months of delivery due solely to defective materials or defective workmanship then BZ at its discretion shall (a) replace such Goods or offer to re-perform the relevant Services without charge as the case may be or (b) allow the Purchaser a reasonable credit in respect of such Goods or Services.
9.2 Only written warranties and representations, and not verbal ones, made by BZ may be relied on by the Purchaser. The Purchaser warrants that he has disclosed to BZ in writing all matters which may affect the fitness for their purpose of Goods supplied or the effectiveness of Services rendered. The conditions of the contract are limited to those stated in writing by BZ.
9.3 BZ may at any time change its warranty without incurring any liability to the Purchaser.
9.4 All conditions and representations expressed or implied by statue, common law or otherwise in relation to the Goods are hereby excluded to the fullest extend permitted by law save for liability for death or personal injury caused by negligence.
Warranty and Representations. Licensor warrants and represents that it has the legal right to grant the license set forth herein.
Warranty and Representations. (a) Company's Disclaimer of Express and/or Implied Warranties. CUSTOMER ACKNOWLEDGES AND AGREES THAT COMPANY HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING, OR WITH RESPECT TO THE COMPANY'S OBLIGATIONS, SERVICES AND/OR THE EQUIPMENT. CUSTOMER ACKNOWLEDGES THAT THERE IS NO WARRANTY IMPLIED BY LAW, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND THE IMPLIED WARRANTY OF CUSTOM OR USAGE. CUSTOMER FURTHER ACKNOWLEDGES IN NO EVENT DOES COMPANY WARRANT AND/OR GUARANTY TO THE CUSTOMER THAT THE ELECTRICAL SERVICES TO THE FACILITY WILL BE UNINTERRUPTED OR THAT THE INSTALLATION OF THE EQUIPMENT AND PROVISION OF SERVICES PROVIDED HEREUNDER WILL AVERT OR PREVENT THE INTERRUPTION OF ELECTRIC SERVICES.
Warranty and Representations. Buyer represents that it has inspected the timber included in this Contract, is satisfied therewith, and enters into this Contract upon their own knowledge and information and not upon nor as a result of any inducement or representation of Seller, or any representative of Seller. Buyer shall not discriminate against disadvantaged minority, women or emerging small business enterprises, or a business enterprise that is owned or controlled by or that employs a disabled veteran, in the awarding of subcontracts, as required by ORS 279A.110. Seller warrants that it is the owner of timber sold hereunder and has the right to sell it free and clear of all encumbrances that would substantially interfere with the rights of Buyer, and Xxxxxx will defend the title to and the right to remove the timber against the claims of all persons. Notwithstanding the foregoing, the parties agree that, should the harvest of the timber sold hereunder be impeded or prevented due to Federal and/or State laws and rules and regulations pursuant thereto regarding environmental matters and/or threatened and endangered species, Seller has the exclusive right to either eliminate from this Contract such timber or substitute other timber of substantially equal quality and volume.
Warranty and Representations. 5.1 You represent and warrant that you and the Representative, will perform all activities relating to the Services:
a) in accordance with Good Industry Practice and in a professional and lawful manner;
b) if applicable, using appropriately skilled and experienced personnel whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verified;
c) in strict accordance with the standards and timelines set out in Schedule A and Appendix 1, free of defects, errors or faults, in order to meet the needs of the Government; and
d) in accordance with applicable law; rules, regulations, manuals, guidelines or policies, including the current financial instructions issued by the Accountant General of the Government.
5.2 You represent and warrant that this Agreement is executed by you or by your duly authorized Representative and that you have obtained all required authorizations and capacity in order that you can fulfill your obligations.
5.3 You are responsible for all acts or omissions of a Representative relating to the Services and for ensuring their compliance with the requirements of this Agreement.
5.4 You will seek prior permission from the Government prior to outsourcing any service. In the event of any outsourcing, you will be responsible for all outsourced services or personnel.
5.5 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to Government and provide copies of such warranties or guarantees.
5.6 You will provide information or sign any other agreements necessary or as requested by the Government, in order that either you or the Government can fulfill their obligations under this Agreement.
5.7 You acknowledge and warrant that you are fully satisfied as to the scope and nature of the Services and of your obligations under this Agreement and that you have the corporate power and authority to enter into, and perform your obligations under, the Agreement.
Warranty and Representations. (a) Gliatech hereby expressly warrants and represents to Distributor that all Products purchased by Distributor pursuant to this Agreement have been approved for sale and use in the Territory and shall be free from defects in materials and workmanship. Gliatech agrees to indemnify, defend and hold Distributor harmless against all claims, actions, suits, losses, damages and expenses in respect of claims made by third parties alleging personal injury or death resulting from use of the Product; PROVIDED, HOWEVER, that Gliatech shall not be liable to Distributor for any claim by Distributor for loss of profits, or for special, incidental or consequential damages owing to any defect in the Products, whether caused by Gliatech's negligence or otherwise. Notwithstanding anything to the contrary herein, Gliatech shall not indemnify or defend Distributor or hold Distributor harmless against any claim, action, suit, loss, damages or expenses in respect of claims arising out of any wrongful act, by Distributor, including any breach of this Agreement.
(b) As between Gliatech and Distributor, the liability of Gliatech to Distributor, otherwise than in respect of third party claims, shall be limited at Gliatech's option to replace those Products which are shown to be defective either in materials or workmanship or to issue a credit note for the full invoice value of such defective Products.
(c) Any claim or defect in materials or workmanship shall be allowed only when submitted to Gliatech in writing within seven (7) days after discovery of the defect, and in no event later than thirty (30) days after the delivery of the Products to Distributor, together with the alleged defective Products if requested by Gliatech. No claim shall be allowed in respect of any Products which have been altered, neglected, damaged, handled or stored in any manner which adversely affects them.
(d) Except for the warranties and representations stated above, Gliatech makes no warranties or representations of any kind whatsoever, express or implied, and all other warranties and representations of whatever kind, including warranties of merchantability and fitness for a particular purpose, are hereby disclaimed by Gliatech and waived by Distributor. The preceding subclauses (a) through (c) of this Article 19 set forth exclusively all of Gliatech's liability in contract, tort or otherwise in the event of defective Products and/or for breach of any warranties or representations.
(e) Distributor agr...
Warranty and Representations. 10.1. FPDI represents and warrants that the items listed in Appendices 1 and 2 are the complete components of DIVA Medical Software applications in all formats, associated documentation, and tools necessary for KODAK to successfully operate and commercially exploit the DIVA Medical Software.
10.2. FPDI represents and warrants that there is no Open Source software code contained in the DIVA Medical Software.
10.3. FPDI represents and warrants that as of the Effective Date, there are no past royalties owed for Third Party Software.
10.4. FPDI represents and warrants that the individuals listed in Appendix 3 as the DIVA Medical Software Employees are knowledgeable in the development, use, maintenance, and/or marketing of DIVA Medical Software.
10.5. FPDI represents and warrants that there are no outstanding obligations to any of the DIVA Medical Employees which KODAK would be obligated to satisfy provided that Kodak will include in its offers to the DIVA Medical Employees the conditions set forth in Section 7.2.2 of this Agreement.
10.6. FPDI represents and warrants that there are no other customers other than the Software Support Customers listed in Appendix 4 for which KODAK would be obligated to provide software support services of any kind.
10.7. FPDI represents that as of the Effective Date, no claim has been made or alleged against the Assigned Software that such Software infringes the intellectual property rights of any third
Warranty and Representations. 17.1 The Service Provider warrants and represents that:
(a) the Service Provider has the full capacity and authority and all necessary consents (including but not limited to, where its procedures so require, the consent of its parent company) to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of the Service Provider;
(b) in entering the Contract it has not committed any offence under the Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015;
(c) it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) Act 1992, or committed any breach of the Data Protection Act 1998 by unlawfully processing personal data in connection with any blacklisting activities;
(d) as at the Commencement Date, all information contained in the ESPD and bidder’s tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Purchaser prior to execution of the Contract;
(e) no claim is being asserted and no litigation, alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract;
(f) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract;
(g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Service Provider’s assets or revenue;
(h) it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract;
(i) in the 3 years prior to the Commencement Date: it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accou...
Warranty and Representations. 3.1. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable` statute.
