Representations and Warranties Disclaimer. Each party represents and warrants to the other party that (a) it has and shall have full right and authority to enter into this Agreement and to grant the rights provided hereunder, (b) this Agreement shall be enforceable against it, and (c) the entry into and performance of this Agreement by it do not contravene other agreements, laws, or orders to which it is subject. CONVERCENT DOES NOT MAKE, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CONVERCENT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF PERFORMANCE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CONVERCENT DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTED.
Representations and Warranties Disclaimer. 7.1 Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with this Agreement; (d) it will comply with all applicable laws and regulations in its performance of this Agreement; (e) the content, media and other materials used or provided as part of the Activities shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
7.2 EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
Representations and Warranties Disclaimer. Each Party represents and warrants to the other that: (a) it has full power to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights and licenses granted under this Agreement; and (b) its compliance with the terms and conditions of this Agreement will not violate laws or regulations applicable to such Party or any third party agreements to which it is a party. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS UNDER THIS AGREEMENT ALL IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
Representations and Warranties Disclaimer. 13.01 Dainippon represents and warrants that to the best of Dainippon’s knowledge as of the Effective Date:
(a) Dainippon is the owner of the right, title, and interest in and to the Compounds and the Patent Rights and agrees not to transfer ownership of the Patent Rights to any third party during the period of this Agreement without the prior written consent of Sunesis. Dainippon has the sole right and authority to enter into this Agreement and grant the rights and licenses hereunder.
(b) Dainippon has not previously granted, and during the period of this Agreement will not grant, any rights in the Compounds and the Patent Rights that are inconsistent with the rights and licenses granted to Sunesis herein. Dainippon shall not suffer or permit any liens or restrictions to be imposed on the Patent Rights without the prior written consent of Sunesis unless the lien holder agrees to take such intellectual property subject to Sunesis’ rights therein.
(c) Schedule 1.17 accurately and completely identifies all of the patents and patent applications within the Patent Rights as of the Effective Date. To the extent that Dainippon has omitted from the Patent Rights any patent or patent application, the claims of which would dominate the practice of the Patent Rights or be [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. infringed by the manufacture, sale, use, importation or other exploitation of the Compounds, Dainippon shall grant Sunesis a semi-exclusive license, including the right to sublicense, under such patent to perform the rights and obligations of this Agreement.
(d) There are no patent rights of any third party which may prevent or hinder any performance of obligations or exercise of rights under this Agreement, and none of the Patent Rights are invalid, unenforceable or have been misused; provided that no such warranty is made under this Section 13.01(d) with respect to patent rights disclosed to Sunesis in writing prior to the Effective Date.
(e) With respect to the composition of matter, method of use and manufacture relating to the Compounds, Dainippon owns the right, title and interest in and to the Compounds and the Products.
(f) As of the Effective Date, there are no existing actions, suits or proceedings, and Dainippon has not received any written claim or demand from a third party, that challenge...
Representations and Warranties Disclaimer. THIS AGREEMENT IS A SERVICE AGREEMENT. WE DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY SERVICES OR ANY GOODS PROVIDED BY A THIRD PARTY. 18.2. Persons Liable Exclusions. IN NO EVENT SHALL EITHER PARTY, OR THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS
Representations and Warranties Disclaimer. 11.1. Each Party represents and warrants to the other Party that (a) it is duly organized, validly existing, and in good standing, as a corporation or other entity as represented herein under the Applicable Laws of its jurisdiction of incorporation, organization or chartering; (b) it has the full right, power and authority to enter into this Agreement, to grant any rights and licenses granted hereunder and to perform its obligations hereunder; (c) the execution of this Agreement by its representative whose signature is set forth below has been duly authorized by all necessary corporate action; and (d) when executed by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
11.2. In addition to the mutual representations and warranties set forth above, Velocity Global represents and warrants to Client that (a) Velocity Global will deliver the Services and perform its obligations under this Agreement in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to perform its obligations under this Agreement; and (b) neither the Platform nor the Services nor any portion thereof violates, infringes or misappropriates any third-party intellectual property right or trade secret. Client’s sole remedy for Velocity Global’s misrepresentation and/or breach of warranty as it relates to Section 11.2(b) above is that Velocity Global will, at its option and expense, either (1) obtain for Client the right to continue using the affected portion(s) of the Platform and/or the Services in accordance with the rights granted to Client under this Agreement; (2) modify or replace the affected portion(s) of the Platform and/or the Services to make them non-infringing while providing reasonably similar functionality; or (3) if neither of the foregoing actions can be accomplished on a commercially reasonable basis, notify Client and either Party may then terminate this Agreement with immediate effect and Velocity Global will refund to Client a prorated amount of any prepaid fees.
11.3. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1 AND 11.2 ABOVE, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. VELOCITY GLOBAL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INF...
Representations and Warranties Disclaimer. (a) BMS represents and warrants that it owns the Transferred Materials and any other materials that OXiGENE may purchase pursuant to this Section 2, and that BMS has the right to sell same to OXiGENE and that BMS will furnish to OXiGENE all information in its possession or control concerning the safety and quality of the Transferred Materials and such other materials.
Representations and Warranties Disclaimer. 6.01 Each party represents and warrants that, except as authorized hereunder, neither it nor any Intellectual Property shall to its knowledge infringe upon any third party intellectual property rights, including, without limitation, trademarks, copyrights, patents and trade secrets.
Representations and Warranties Disclaimer. 8.1 This Agreement is subject to and the Parties are the beneficiaries of the representations, warranties and covenants set forth in the Asset Purchase Agreement.
Representations and Warranties Disclaimer. 9.1. Each Party represents and warranties to all other Parties that:
9.1.1. it is a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;
9.1.2. it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement;
9.1.3. it has the full right, corporate power and authority to enter into this Agreement and to perform its obligations hereunder;
9.1.4. the execution of this Agreement by the representative whose signature is set forth at the end of this Agreement, and the delivery of this Agreement to the other Parties, have been duly authorized by all necessary corporate action;
9.1.5. this Agreement has been executed and delivered by such Party and (assuming due authorization, execution and delivery by the other Parties) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity; and
9.1.6. it has obtained all material licenses, authorizations, approvals, consents or permits required by applicable laws to conduct its business generally and to perform its obligations under this Agreement.
9.2. [***]
