Warranty of Good Title Sample Clauses

Warranty of Good Title. SUPPLIER warrants and covenants that it has good, merchantable title to the wood fiber being sold to BUYER hereunder, that it has good right to sell and convey the same, that the wood fiber is free from all encumbrances, and that the SUPPLIER will warrant and defend the same to BUYER against the claims of all persons.
Sample 1Sample 2Sample 3See All (10)
AutoNDA by SimpleDocs
Warranty of Good Title. Supplier agrees to indemnify Distributor from any liability to any third party for infringement of United States patents, copyrights, trademarks or trade secrets with respect to Supplier Products sold/licensed by Distributor pursuant to this Agreement. This obligation does not extend to any foreign patents, copyrights, trademarks, or trade secrets or to any Supplier Products manufactured or modified by Supplier to meet Distributor’s or a customer’s specifications. Supplier shall, at its option, be allowed sole and exclusive control over the defense, settlement and compromise of any claims of infringement. Supplier must be notified in writing by Distributor within 15 days of any third party claim which, if upheld, might result in a liability subject to indemnification under this Subsection. If the distribution of the Supplier Products is threatened by a claim of infringement, or is likely to be enjoined or liability for infringement is found, Supplier may, in its discretion and at its sole option: (i) procure for Distributor the right to continue distributing the Supplier Products; or (ii) modify the Supplier Products so as to make them non-infringing; or (iii) substitute non-infringing products; or (iv) refund the price paid by Distributor for the Supplier Products in its possession subject to their return by Distributor and terminate this Agreement with respect to the allegedly infringing products. THIS SUBSECTION STATES THE ENTIRE LIABILITY OF SUPPLIER WITH RESPECT TO INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT BY ANY SUPPLIER PRODUCT.
Sample 1Sample 2Sample 3See All (6)
Warranty of Good Title. UTSI will deliver good title to all equipment provided under this Agreement (including any additional purchases), free from any and all liens, claims or encumbrances.
Sample 1Sample 2
Warranty of Good Title. Insane Impact agrees to indemnify PTL from any liability to any third party for infringement of United States patents, copyrights, trademarks or trade secrets with respect to Insane Impact Products sold by PTL pursuant to this Agreement. This obligation does not extend to any foreign patents, copyrights, trademarks, or trade secrets or to any Insane Impact Products manufactured or modified by Insane Impact to meet PTL’s or a customer’s specifications. Insane Impact shall, at its option, be allowed sole and exclusive control over the defense, settlement and compromise of any claims of infringement. Insane Impact must be notified in writing by PTL within 10 days of any third-party claim which, if upheld, might result in a liability subject to indemnification under this Subsection. If the distribution of the Insane Impact Products is threatened by a claim of infringement, or is likely to be enjoined or liability for infringement is found, Insane Impact may, in its discretion and at its sole option: (i) procure for PTL the right to continue distributing the Insane Impact Products; or (ii) modify the Insane Impact Products so as to make them non-infringing; or (iii) substitute non-infringing products; or (iv) refund the price paid by PTL for the Insane Impact Products in its possession subject to their return by PTL and terminate this Agreement with respect to the allegedly infringing products. THIS SUBSECTION STATES THE ENTIRE LIABILITY OF INSANE IMPACT WITH RESPECT TO INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT BY ANY INSANE IMPACT PRODUCT.
Sample 1
Warranty of Good Title. Carahsoft represents and warrants that: (1) it has all of the necessary rights to grant the Services under these Service Terms; and (2) the Services and Application shall be provided free from any security interest or other lien or encumbrance of which Carahsoft at the time of contracting has no knowledge.
Sample 1
Warranty of Good Title. Supplier agrees to indemnify Distributor from any liability to any third party for infringement of United States and Suppliers Manufactures Companies patents, copyrights, trademarks or trade secrets with respect to Supplier Products sold/licensed by Distributor pursuant to this Agreement. This obligation does not extend to any foreign patents, copyrights, trademarks, or trade secrets or to any Supplier Products manufactured or modified by Supplier to meet Distributor’s or a customer’s specifications. Supplier shall, at its option, be allowed sole and exclusive control over the defense, settlement and compromise of any claims of infringement. Supplier must be notified in writing by Distributor within 10 days of any third-party claim which, if upheld, might result in a liability subject to indemnification under this Subsection. If the distribution of the Supplier Products is threatened by a claim of infringement, or is likely to be enjoined or liability for infringement is found, Supplier may, in its discretion and at its sole option: (i) procure for Distributor the right to continue distributing the Supplier Products; or (ii) modify the Supplier Products so as to make them non-infringing; or (iii) substitute non-infringing products; or
Sample 1
Warranty of Good Title. AutoART agrees to indemnify ATAR from any liability from any third-party supplier for infringement of Canadian patents, copyrights, trademarks or trade secrets with respect to AutoART products sold by ATAR. This obligation does not extend to any Custom Products manufactured or modified specifically by AutoART to meet ATAR specifications.
Sample 1
AutoNDA by SimpleDocs
Warranty of Good Title. Sales TargetsDistributor shall use reasonable commercial efforts to purchase and sell during each calendar year at least the dollar value of Supplier Products listed in this Section below (the “Annual Target”). Venue for any lawsuits brought by the parties to this Agreement against each other regarding or as a result of this Agreement shall be proper only in an appropriate [State] State Court or the United States District Court for the District of [State] .
Sample 1

Related to Warranty of Good Title

  • Warranty of Title Seller warrants that at the time of signing this Agreement, Seller neither knows, nor has reason to know, of the existence of any outstanding title or claim of title hostile to the rights of Seller in the goods.

  • Title to Properties; Absence of Liens and Encumbrances (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

  • Title to Properties; Encumbrances The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

  • Warranty Against Encumbrances Seller warrants that the goods are now free, and at the time of delivery shall be free, from any security interest or other lien or encumbrance.

  • Special Warranty of Title Seller shall warrant and defend the title to the Properties conveyed to Buyer against every person whomsoever lawfully claiming the Properties or any part thereof by, through or under Seller or its Affiliate, but not otherwise.

  • Warranty of Quality Contractor warrants that all products furnished under this Agreement shall meet the specifications set forth in this Agreement. Contractor shall replace any goods and/or services that do not meet the specifications of this Agreement at no cost to the District in time to minimize disruption to the District. To the extent Contractor is unable to provide replacement products meeting the specifications of this Agreement in time to minimize disruption to the District, the District may order replacement products from another vendor and charge Contractor for the difference between the price listed in Schedule A of this Agreement and the price paid by the District to another vendor to obtain substitute goods, in addition to holding Contractor in breach of this Agreement and exercising any other rights or remedies the District may have at law, including the termination of this Agreement.

  • WARRANTY OF TITLE TO GAS 1. Seller warrants the title to all gas delivered hereunder and the right to sell the same and that such gas shall be free and clear from all liens and adverse claims.

  • Title to Property and Encumbrances The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.

  • Title to Properties; Liens and Encumbrances The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.

  • Title Warranty Assignor warrants that: a. Except as specifically set forth in the Purchase and Sale Agreement described in Article 10. below or under the contracts and agreements listed in Exhibit 1 to this Assignment, and further except as a consequence of the formation of a unit, neither Assignor nor any parent, subsidiary or affiliate of Assignor during their respective periods of ownership has (A) executed any deed, conveyance, assignment or other instrument as an assignor, grantor, sublessor or in another capacity or (B) has breached any obligation under any Lease that would (i) result in Assignee's being entitled to receive less than the net revenue interest for any Lease, well or unit set forth in Exhibit 1 of all oil and gas in, under, and that may be produced, saved and marketed from or attributable to such Lease, well or unit, or (ii) obligate Assignee to bear the costs and expenses relating to the maintenance, development and operation of such Lease, well or unit in an amount greater than the working interest for such Lease, well or unit set forth in Exhibit 1, unless the net revenue interest attributable to said working interest is increased by a proportionate or greater amount; and b. Except as specifically set forth in the Purchase and Sale Agreement described in Article 10. below or under the contracts and agreements listed in Exhibit 1 to this Assignment, the Assets are free of all liens, security interests and encumbrances; (the limited warranty set forth in subparagraphs (a) and (b) above shall hereinafter be referred to as the Special Limited Warranty ). Assignor shall convey the Assets with no warranty whatsoever other than the Special Limited Warranty, but with full substitution and subrogation to Assignee in and to all covenants, agreements, representations and warranties made by others heretofore given or made in connection with the Assets or any part thereof.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!