Representations and Warranties Disclaimers. 11.1 Midmark warrants that: (a) the Services will substantially perform in accordance with applicable Documentation; (b) it will use commercially reasonable efforts, in accordance with industry standard practices, to protect the Services from the introduction of Malicious Code; and (c) it will perform the support services in a professional and workmanlike manner in accordance with applicable industry standards. You shall notify Midmark of any non-compliance with the foregoing warranties within 30 days after the event giving rise to the breach of warranty occurs. Upon receipt of a timely breach of warranty claim, as Your sole and exclusive remedy and Midmark’s sole obligation for a breach of the warranties in this Section 11.1, Midmark shall use commercially reasonable efforts to repair or replace any Services or reperform any support services that do not conform with the foregoing warranties.
11.2 EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MIDMARK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND LACK OF NEGLIGENCE. XXXXXXX DOES NOT REPRESENT THAT THE SERVICES WILL BE COMPLETELY SECURE, WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF OR ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE, THAT ANY INFORMATION GENERATED, POSTED, MAINTAINED, OR ACCESSED WILL BE ACCURATE, TIMELY, OR COMPLETE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED.
Representations and Warranties Disclaimers. 13.1 Each of Vaccinex and Merck represents and warrants to the other that (a) it has the full right and authority to enter into this Agreement and to perform its obligations hereunder (including its Compound supply obligations); (b) it has the full right and authority to grant the licenses hereunder that it purports to grant; and (c) subject to Sections 3.10 and 3.11, it has not entered into, and during the term of the Agreement will not enter into, any agreement or arrangement with any Third Party which would (i) prevent the Parties from performing the Study; or (ii) prevent either Party or both Parties from pursuing any additional studies with respect to the Combination; or (iii) violate the exclusivity obligations of such Party during the periods set forth in Sections 3.10 and 3.11, as applicable.
13.2 Vaccinex agrees to Manufacture and supply the Vaccinex Compound for purposes of the Study as set forth in Article 8, and Vaccinex hereby represents and warrants to Merck that, at the time of Delivery of the Vaccinex Compound, such Vaccinex Compound shall have been Manufactured and supplied in compliance with: (i) the Specifications for the Vaccinex Compound; (ii) the Clinical Quality Agreements; and (iii) all Applicable Law, including cGMP and health, safety and environmental protections. Merck agrees to Manufacture and supply Merck Compound for purposes of the Study as set forth in Article 8, and Merck hereby represents and warrants to Vaccinex that, at the time of Delivery of Merck Compound, such Merck Compound shall have been Manufactured and supplied in compliance with: (a) the Specifications for Merck Compound; (b) the Clinical Quality Agreements; and (c) all Applicable Law, including cGMP and health, safety and environmental protections.
13.3 Without limiting the foregoing, each Party is responsible for obtaining all regulatory approvals (including facility licenses) that are required to Manufacture its Compound in accordance with Applicable Law (provided that for clarity, Vaccinex shall be responsible for obtaining Regulatory Approvals for the Study as set forth in Section 3.3).
13.4 Vaccinex does not undertake that the Study shall lead to any particular result, nor is the success of the Study guaranteed. Neither Party accepts any responsibility for any use that the other Party may make of the Clinical Data nor for advice or information given in connection therewith.
Representations and Warranties Disclaimers. 8.1. Each party represents and warrants to the other party that (a) it has full right, power and authority to enter into and fully perform its obligations under this Agreement, (b) the execution, delivery and performance of the terms and conditions of this Agreement do not conflict with any other agreement to which it is a party or by which it is bound, and (c) it will at all times comply with all laws, rules and regulations applicable to its activities, duties and obligations hereunder, including but not limited to data privacy and protection laws.
8.2. Talkable represents and warrants that the Services (other than content, data or other intellectual property from You) do not infringe any intellectual property rights of any third party. During the Term of this Agreement, if any portion of the Services (other than content, data or other intellectual property from You) is found to be in violation of this warranty, Talkable will, at its sole expense, make reasonable commercial efforts to modify or replace the Services so that they comply with this warranty, without any material loss of the Services' functionality, or to obtain the right for You to continue to use the Services consistent with this Agreement.
8.3. You represent and warrant that the Creative Assets do not infringe any intellectual property rights of any third party.
8.4. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Representations and Warranties Disclaimers. (a) By Each Party. Each party represents and warrants to the other as follows:
Representations and Warranties Disclaimers. 13.1 Each of Lilly and Athenex represents and warrants to the other that it has the full right and authority to enter into this Agreement.
13.2 Neither Party undertakes that the Study shall lead to any particular result and both Parties agree and understand that the success of the Study is not guaranteed. Neither Party accepts any responsibility for any use that the other Party may make of the Clinical Data nor for advice or information given in connection therewith.
Representations and Warranties Disclaimers. 13.1 Each of Syndax and Merck represents and warrants to the other that ***.
13.2 Neither Syndax nor Merck represents or warrants that the Study will lead to any particular result, nor is the success of the Study guaranteed. Neither Party accepts any responsibility for any use that the other Party may make of the Clinical Data nor for advice or information given in connection therewith.
Representations and Warranties Disclaimers. Each of Pfizer and Ideaya represents and warrants to the other that it has the full right and authority to enter into this Agreement and to grant the rights and licenses that it purports to grant hereunder and that this Agreement constitutes a legal and valid obligation binding upon such Party, enforceable in accordance with its terms.
Representations and Warranties Disclaimers. Section 8.1 Representations 11 Section 8.2 Disclaimer of Warranties 12 Section 9.1 Term 12 Section 9.2 Termination 12 Section 9.3 Effects of Termination 13 Section 10.1 Jurisdiction; Service 14 Section 10.2 Remedies 14
Representations and Warranties Disclaimers. Section 8.1 Representations 11 Section 8.2 Disclaimer of Warranties 12 Section 9.1 Term 12 Section 9.2 Termination 12 Section 9.3 Effects of Termination 13 Section 10.1 Jurisdiction; Service 14 Section 10.2 Remedies 14 Section 11.1 Notices 14 Section 11.2 No Assignment 15 Section 11.3 Costs and Expenses 15 Section 11.4 Effect of Waiver or Consent 15 Section 11.5 Amendment 15 Section 11.6 Authority 15 Section 11.7 Governing Law 15 Section 11.8 Further Assurances 15 Section 11.9 Severability 15 Section 11.10 Counterparts 16 Section 11.11 Entire Agreement 16 Section 11.12 No Third Party Beneficiaries 16 Schedule A Licensed Marks Schedule B Territory Schedule C Notices TRADEMARK LICENSE AGREEMENT, dated December 22, 2011 (this “Agreement”), between Third Point LLC, a Delaware limited liability company (“Licensor”), and Third Point Reinsurance Company Ltd., a Bermuda Class 4 insurance company (“Licensee”, and together with Licensor, the “Parties”).
Representations and Warranties Disclaimers. (a) By IPS. IPS represents and warrants to the Company that: (i) IPS ------ has all right, power and authority to enter into and perform its obligations set forth in this Agreement in accordance with its terms without the consent of any third Person; (ii) the IPS Application Software as delivered to the Company will not infringe or violate any Intellectual Property of any third Person; (iii) all Services provided herein shall be provided in a professional and workmanlike manner.
