Xxxxxxxx Warranties Sample Clauses

Xxxxxxxx Warranties. Pearson hereby warrants and covenants to E-Pub as follows:
Sample 1Sample 2
AutoNDA by SimpleDocs
Xxxxxxxx Warranties. HFS makes the following warranties for the Software: (a) HFS warrants that the Software will perform the functions and operations HFS specifies on the Hardware (but no other hardware), provided ARAC follows HFS's written instructions, installs updates and modifications and makes corrections as directed, and is not in default under this Agreement or the License Agreement. HFS's sole obligation under this warranty shall be to remedy any nonperformance of the Software within a reasonable time after ARAC reports it to HFS. HFS DOES NOT WARRANT IN ANY WAY THE PERFORMANCE OR FUNCTIONING OF THE SOFTWARE UNLESS IT IS UTILIZED AS PART OF HARDWARE CERTIFIED BY HFS OR AN APPROVED VENDOR. ALL WARRANTIES UNDER THIS SUBSECTION ARE CONTINGENT UPON PROPER USE OF THE SOFTWARE AND TRAINING MATERIALS AND SHALL NOT APPLY IF ARAC OR ARAC'S HARDWARE VENDOR WHO IS NOT AN APPROVED VENDOR FAILS TO COMPLY WITH THE PROVIDED INSTALLATION AND OPERATING INSTRUCTIONS, MAKES OR PERMITS THE UNAUTHORIZED ALTERATION OR REPAIR OF THE HARDWARE OR SOFTWARE, OR FAILS TO IMPLEMENT ALL UPDATES OR CORRECTIONS TO THE SOFTWARE HFS MAKES AVAILABLE TO ARAC. (b) HFS has the right to license the Software to ARAC under this Agreement and, to the best of its knowledge, the Software does not infringe any Intellectual Property Rights of any third party.
Sample 1Sample 2
Xxxxxxxx Warranties. During the effective term of this Contract, the Xxxxxxx warrants to the Pledgee that: 6.1.1 Except the shares transfer made by the Xxxxxxx to Linktone Ltd or the person appointed by Linktone Ltd in accordance with the Contract Regarding Exclusive Purchasing Right reached between the Xxxxxxx, Linktone Ltd, and Langyi on December 14, 2007, without the Pledgee's prior written approval, the Xxxxxxx may not transfer his shares or set or permit any pledge on his shares that may affect the rights and interests of the Pledgee; 6.1.2 The Xxxxxxx will abide by all the laws and regulations relating to right pledge, and in five days after receiving the notice, order, or proposal issued or made by the concerned authority, it will present such notice, order, or proposal to the Pledgee which the Xxxxxxx shall abide by, or raise opposing opinion and presentation towards such matter according to the reasonable request of the Pledgee or with the approval of the Pledgee. 6.1.3 The Xxxxxxx will immediately notify the Pledgee of any event or any received notice that may affect the Xxxxxxx'x shares or rights of any part, and of any event or any received notice that may change any undertaking and obligation of the Xxxxxxx specified herein or that may affect obligation of the Xxxxxxx specified herein. The Xxxxxxx agrees that the Pledgee's execution of its pledge right obtained herein shall not be interrupted or impeded by the Xxxxxxx, the Xxxxxxx'x successor, the Xxxxxxx'x client, or any other person by legal means. The Xxxxxxx guarantees to the Pledgee that, in order to protect and consummate the guarantee under this Contract on the payment of the technical and consulting service fees under Service Agreement, the Xxxxxxx will faithfully sign and urge the other parties relevant to the pledge right to sign all the right certificates and covenants required by the Pledgee and/or conduct and urge the other concerned parties to conduct the acts required by the Pledgee, provide convenience for the Pledgee's execution of its rights and authorization, sign all the shares ownership change documents with the Pledgee or the Pledgee's appointed person (natural person/legal person), and provide the Pledgee all necessary notices, orders, and decisions regarding pledge right in a reasonable time. The Xxxxxxx guarantees to the Pledgee that the Xxxxxxx will abide by and fulfill all its guarantees, warranties, agreements, representations, and conditions. If the Xxxxxxx fails to fulfill or wholly f...
Sample 1
Xxxxxxxx Warranties. 7.1 The Sellers acknowledge that the Buyer is entering into this Agreement on the basis of, and in reliance on, the Warranties. 7.2 The Sellers jointly and severally warrant and represent to the Buyer that each Warranty is fair, true, reasonably disclosed and not misleading in any material respect on the date of this Agreement. 7.3 The Warranties are deemed to be repeated on each day of the Interim Period, up to and including the Completion Date, by reference to the facts then existing. Any reference made to the date of this Agreement (whether express or implied) in relation to any Warranty shall be construed, in connection with the repetition of the Warranties, as a reference to the date of such repetition. 7.4 The Sellers shall ensure that the Target Companies do not do anything during the Interim Period which would be inconsistent with any of the Warranties, breach any Warranty or cause any Warranty to be untrue or misleading. 7.5 If at any time during the Interim Period the Sellers (or any of them) become(s) aware that a Warranty has been breached, is untrue or is misleading in any material respect, or has a reasonable expectation that any of those things might occur, they shall immediately: (a) notify the Buyer as soon as reasonably practicable of the relevant occurrence in sufficient details to enable the Buyer to make an accurate assessment of the situation; and (b) if requested by the Buyer, use their reasonable endeavours to prevent or remedy the notified occurrence. 7.6 If at any time during the Interim Period it becomes apparent of a unremedied material breach of Warranty, or of the Warranty that is untrue or misleading in a material respect, the Buyer may (without prejudice to any other rights or remedies it has): (a) rescind this Agreement by notice in writing to the Sellers prior to the Completion Date; or (b) proceed to Completion.
Sample 1
Xxxxxxxx Warranties. Subject to Section 6.3, Xxxxxxxx warrants that: (a) Xxxxxxxx has validly entered into this Agreement and has the legal power to do so; (b) this Agreement, the Order Forms and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for the protection of Client Content; (c) the Purchased Services will function in conformity with the specifications set forth in the Agreement and any applicable Order Form and will be provided in accordance with the Service Levels; (d) Xxxxxxxx will not materially decrease the functionality of the Purchased Services during a subscription Term; (e) the Purchased Services and Vizlly Content will not introduce Malicious Code into Client’s systems; and (f) Vizlly and the Purchased Services to be provided pursuant to the Agreement do not and will not infringe any third party’s copyright, trade secret rights or trademarks and do not infringe a patent of any third party in the United States or in the country where Client is located. For any breach of the warranty in paragraph (c), Client’s exclusive remedies are those described in the Service Levels. For any breach of any other warranty in this Section, Client’s exclusive remedies are those described in Subsections 11.3(a) and 11.3(d).
Sample 1
Xxxxxxxx Warranties. Xxxxxxxx represents and warrants to Holdco at the date of this Agreement and on each subsequent day until and including 8:00 am on the Second Court Date (except that where any statement is expressed to be made only at a particular date it is given only at that date) that:
Sample 1
Xxxxxxxx Warranties. 8.1 The Cukurova Parties hereby jointly and severally warrant and represent to Alfa (for the benefit of Alfa and its successors in title) in the terms of the Cukurova Warranties, acknowledges that Alfa is entering into this Agreement in reliance on the Cukurova Warranties and may treat them as conditions of this Agreement; provided, however, that Cukurova Warranties shall not be given in relation to any Excluded Asset. The Cukurova Parties shall deliver the Cukurova Disclosure Letter to Alfa before 5.30 p.m. on 7 June and if they do so, Alfa shall notify to Cukurova in writing within three business days after delivery of the Cukurova Disclosure Letter whether the Cukurova Disclosure Letter is in a form and substance which is satisfactory to Alfa, acting in its absolute discretion. If Alfa notifies Xxxxxxxx that the Cukurova Disclosure Letter is in a form and substance which is satisfactory to Alfa, the Cukurova Warranties will be deemed to have been given at the date of this Agreement subject to any matters fairly disclosed in the Cukurova Disclosure Letter. 8.2 The Cukurova Warranties shall be deemed repeated immediately before Completion with reference to the then existing facts and circumstances, subject only to any matter which is fairly disclosed in the Satisfactory Cukurova Disclosure Letter (if any). Notwithstanding clause 7.1, no right to damages or compensation or right of termination in respect of breach of any of the Cukurova Warranties as deemed to have been repeated under this clause 8.2 shall arise in consequence of any act or thing done or omitted to be done at any time after the date of this Agreement as required by this Agreement or at the request of or with the prior written approval of Alfa unless such breach occurs as a deliberate act, omission or default of either of the Cukurova Parties. 8.3 Each of the Cukurova Warranties is given independently from and shall not be limited by reference to any of the others of them or anything else contained in this Agreement or any other agreement or document referred to herein. 8.4 Save as necessary to give effect to the express terms of this Agreement, the Cukurova Parties shall not, and shall procure that the Relevant Companies, the Turkcell Group Companies and all other members of Cukurova’s Group shall not, do, allow or permit before Completion anything which is or might cause or constitute or result in a breach of any of the Cukurova Warranties as given on the date hereof and/or as deemed to b...
Sample 1
AutoNDA by SimpleDocs
Xxxxxxxx Warranties. Xxxxxxxx represents and warrants that no trade secrets or other confidential information of any other person, firm, corporation, institution or other entity will be wrongfully disclosed by it to Company in connection with any of the Services. Xxxxxxxx further represents and warrants that none of the provisions of this Agreement, nor the Services performed by Xxxxxxxx hereunder, contravenes or is in conflict with any agreement of Xxxxxxxx with, or obligation to, any other person, firm, corporation, institution or other entity including, without limiting the generality of the foregoing, employment agreements, consulting agreements, service agreements, disclosure agreements or agreements for assignment of inventions.
Sample 1
Xxxxxxxx Warranties. 1The Supplier warrants that the Software will conform in all material respects with the Software Specification for a period of 28 days from the date of this licence (”Warranty Period”). No other warranty is offered for the Software. 6.2If, within the Warranty Period, the Customer notifies the Supplier in writing of any material failure of the Software to perform in accordance with the Software Specification, then, in full satisfaction of the failure, the Supplier shall, at the Supplier's option, do one of the following:
Sample 1

Related to Xxxxxxxx Warranties

  • Your Warranties You warrant that You have validly entered into this Agreement and have the legal power to do so.

  • Our Warranties We warrant that (i) the Services shall perform materially in accordance with the User Manual, and (ii) the functionality of the Services will not be materially decreased during a Subscription Term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 13.3 (Termination for Cause) and Section 13.4 (Refund or Payment upon Termination) below.

  • Manufacturer’s Warranties If a Lease Vehicle is covered by a Manufacturer’s warranty, the Lessee, during the Vehicle Term for such Lease Vehicle, shall have the right to make any claims under such warranty that the Lessor could make.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

  • Service Warranties Contractor warrants that: (i) the Services will be rendered with promptness and diligence and will be executed in a workmanlike manner, in accordance with the practices and professional standards used in well-managed operations performing services similar to the Services; and (ii) Contractor will perform the Services in the most cost-effective manner consistent with the required level of quality and performance. Contractor warrants that each Deliverable will conform to and perform in accordance with the requirements of this Agreement and all applicable specifications and documentation. For each such Deliverable, the foregoing warranty shall commence for such Deliverable upon the JBE’s acceptance of such Deliverable, and shall continue for a period of one (1) year following acceptance. In the event any Deliverable does not to conform to the foregoing warranty, Contractor shall promptly correct all nonconformities to the satisfaction of the JBE.

  • Limited Warranties State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to, the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided “AS IS”, and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years, and if any changes are required, State Street will make the changes to its products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. State Street will defend or, at our option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes direct infringement of any patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent or copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for the Customer the right to continue using the System or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation.

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • Vendor’s Warranties CONTRACTOR irrevocably appoints the LEA its agent and attorney-in-fact during the term of this Agreement, so long as the LEA shall not be in default hereunder for the purpose of asserting from time to time whatever claims and rights which CONTRACTOR may have against the Vendor, including warranty claims with respect to the Accepted Buses, but for no other purpose whatsoever. The LEA’s sole remedy for the breach of a warranty shall be against the Vendor and not against CONTRACTOR, nor shall such matters have any effect whatsoever of this Agreement, including the LEA’s obligation to make timely Installment Payments hereunder. The LEA expressly acknowledges that CONTRACTOR makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties from the Vendor.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • SUPPLIER’S WARRANTIES 16.1 The Supplier represents, warrants and undertakes to the Authority that: 16.1.1 the Supplier has the full right, power and authority to enter into and perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement; 16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail; 16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date; 16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority; 16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier; 16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances; 16.1.7 to the extent any musical compositions are contained in the Deliverables: 16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and 16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement; 16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights; 16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety); 16.1.10 the Deliverables will be free from all Viruses; 16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court; 16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables; 16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date; 16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and 16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disrepute. 16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.

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