Warranty of Noninfringement and Title Sample Clauses

Warranty of Noninfringement and Title. DataBank represents and warrants to Customer that DataBank owns or otherwise possesses the intellectual property , including without limitation, the DataBank Technology, required to provide the Services required for DataBank’s performance hereunder, and that DataBank’s license of the DataBank Technology and provision of the Services hereunder will not infringe or misappropriate any third party intellectual property (but excluding any infringement contributory caused by RealPage, where, but for such contributory infringement, no such claim for infringement would have arisen).
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Warranty of Noninfringement and Title. DataBank represents and warrants to Customer that DataBank owns or otherwise possesses the intellectual property , including without limitation, the DataBank Technology, required to provide the Services required for DataBank’s performance hereunder, and that DataBank’s license of the DataBank Technology and provision of the Services hereunder will not infringe or misappropriate any third party intellectual property (but excluding any infringement contributory caused by RealPage, where, but for such contributory infringement, no such claim for infringement would have arisen). 5.5 SAS 70 Audit. Within five (5) business days of execution of this Agreement, DataBank represents, warrants and covenants that it will deliver to Customer a SAS 70 Type 1 audit (using control objectives that are reasonably satisfactory to RealPage) (the “SAS 70 Audit”). Thereafter, DataBank shall deliver to RealPage on or before [January 1] of each year during the Initial Term and any Renewal Term hereunder a SAS 70 Audit for the then current audit period. 5.6
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Related to Warranty of Noninfringement and Title

  • Noninfringement The Goods, Services, Deliverables, and Contractor’s performance under this Agreement do not infringe, or constitute an infringement, misappropriation or violation of, any third party’s intellectual property right.

  • 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.

  • Exclusion of Implied Warranties etc This Agreement expressly excludes any warranty, condition or other undertaking implied at law or by custom or otherwise arising out of any other agreement between the Parties and any representation by any Party not contained in a binding legal agreement executed by the Parties.

  • 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.

  • 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.

  • Warranties of Seller With respect to each Transaction, Seller represents and warrants to Buyer on the Trade Date for each Product that such Product complies with any Applicable Program for which the Product is specified as so complying in the Product Order, and on the Delivery Date for each Product that: (i) Seller has good and marketable title to such Product; (ii) Seller has not sold the Product or any Environmental Attribute of the Product to be transferred to Buyer to any other person or entity;

  • Breach of Representations or Warranties Any representation or warranty made by the Borrower to the Lenders or the Administrative Agent under this Agreement, or any certificate or information delivered in connection with this Agreement, shall be false in any material respect when made or deemed made.

  • Copyright Infringement Contractor shall also indemnify, defend and hold harmless all Indemnitees from all suits or claims for infringement of the patent rights, copyright, trade secret, trade name, trademark, service xxxx, or any other proprietary right of any person or persons in consequence of the use by the City, or any of its boards, commissions, officers, or employees of articles, work or deliverables supplied in the performance of Services. Infringement of patent rights, copyrights, or other proprietary rights in the performance of this Agreement, if not the basis for indemnification under the law, shall nevertheless be considered a material breach of contract.

  • Warranties and Guaranties 10 3.8 Insurance..................................................................................... 10 3.9

  • Warranty of Services Contractor warrants that the services provided conform to the contract requirements, including all descriptions, specifications and attachments made a part of this contract. The Department’s acceptance of services provided by Contractor shall not relieve Contractor from its obligations under this warranty. In addition to its other remedies under this contract, at law, or in equity, the Department may, at Contractor's expense, require prompt correction of any services failing to meet Contractor's warranty herein. Services corrected by Contractor shall be subject to all the provisions of this contract in the manner and to the same extent as services originally furnished.

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