Representations and Warranty. 8.1 You represent and warrant that you and the Representative, will perform all activities relating to the Service:
(a) in accordance with Best Industry Practice and in a professional and lawful manner;
(b) if applicable, using appropriately skilled and experienced Representatives whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verified;
(c) in strict accordance with the standards and timelines set out in Schedule 1 or Appendix 1, free of defects, errors or faults, in order to meet the Objectives of this Agreement; and
(d) in accordance with applicable law including PIPA, rules, regulations and guidelines or policies provided by us.
8.2 You represent and warrant that:
(a) upon installation, the Equipment will be compatible with existing equipment and software on our systems and the Equipment will meet all the technical documentation and requirements required to operate the Service in accordance with our requirements and objectives; and
(b) you have the right to license all intellectual property rights in a Service, Software and Documents, to us.
8.3 You represent and warrant that you are not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on your ability to perform your obligations and you will notify us immediately if you have any actual or potential conflict of interest which might affect your ability to provide the Service.
8.4 You represent and warrant that this Agreement is executed by you or by your duly authorized Representative and that you have obtained all required authorizations and capacity in order that you can fulfill your obligations.
8.5 You declare that you are in possession of all Consents necessary for the provision of a Service and you will maintain such Consents at all times while providing the Service.
8.6 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to us and provide copies of such warranties or guarantees.
8.7 You declare that all payments to us, including but not limited to, taxes and social insurance, are current.
8.8 You shall provide information or sign any other agreements necessary or as requested by us, in order that either you or we can fulfill their obligations under this Agreement.
8.9 You represent and warrant that you are that a Service does not infringe or misappropriate any patent, copyright, trade...
Representations and Warranty. 5.1 Each Party represents and warrants that:
(a) it has full capacity and authority to enter into and to perform this Agreement;
(b) this Agreement is executed by its duly authorised Representative;
(c) there are no actions, claims or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it (or, in the case of the Supplier, any of its Affiliates) that might affect its ability to perform its obligations under this Agreement;
(d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable (as the case may be for each Party) bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); and
(e) it will remain compliant with the Xxxxxxx Xxx 0000 and will not, and will not attempt to, bribe, corrupt or offer any improper inducement or bribe to any person at any time.
5.2 The Supplier represents and warrants that:
(a) the Goods and Services shall comply with the Documents and Specifications;
(b) it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation;
(c) it and its Representatives, have all necessary consents (including, where its procedures so require, the consent of its parent company) and regulatory approvals to enter into this Agreement;
(d) its execution, delivery and performance of its obligations under this Agreement does not and will not constitute a breach of any law or obligation applicable to it;
(e) as at the Effective Date, all written statements and representations in any written submissions made by the Supplier as part of the procurement process, its tender, its response to a request for proposal and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement;
(f) it shall take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into systems, data, software or the Government’s Confidential Information (held in electronic form) owned by o...
Representations and Warranty. The Contractor represents that the Consultant (and any replacement consultant) meets the Minimum Qualifications to perform the Services as stated in the New York State Contract Reporter Ad dated [ ] annexed hereto as Attachment A. The Contractor hereby warrants that the Services will be performed in a professional and workmanlike manner, in accordance with highest applicable industry standards. For purposes of this Agreement, “highest applicable industry standards” shall be defined as the degree of care, skill, efficiency, and diligence that a prudent person possessing technical expertise in the subject area and acting in a like capacity would exercise in similar circumstances. Contractor shall re-perform, at its own expense, any work not in compliance with this warranty. Such re-performance of Services will be completed within 90 days of notification to the Contractor of non-compliant work.
Representations and Warranty. 4.1 The Transferor hereby unconditionally and irrevocably represents and warrants to the Transferee as follows:
Representations and Warranty. Contractor/Supplier represents and warrants to the University that any Work/Materials performed or furnished under this Contract shall (a) conform to the terms and provisions of this Contract, (b) be performed or furnished in a good and workmanlike manner and in accordance with standards of care, skill and diligence consistent with recognized applicable industry practices and procedures, (c) be new, unless this Contract provides otherwise, and (d) be of good quality and free from faults and defects in materials and workmanship, in each case, for a period of one year (or longer if otherwise specified in this Contract) after final completion of the performance or furnishing of the Work/Materials. The warranty provided for in this Paragraph 3 shall be in addition to, and not in limitation of, any other warranty or remedy required or permitted by law or this Contract, and such warranty shall be interpreted to require the Contractor/Supplier, at its expense, to replace any defective or faulty Work/Materials that are disclosed to the Contractor/Supplier within said one year period. Any such correction shall also be warranted for an additional warranty period of one year from the date of such correction.
Representations and Warranty a. Licensor represents that as of the date of this Agreement, Licensor has sufficient rights, title and interest in and to the Intellectual Property and Marks to provide the license contemplated herein; and that the grant of license herein shall not violate, conflict with or result in a breach of or default by Licensor of any other agreement.
b. Licensor represents that as of the date of this Agreement, Licensor has no knowledge that the Intellectual Property or Marks (including the use thereof in accordance with this Agreement) infringes any patents, copyrights, trademarks, trade secrets or other intellectual property rights of any third party.
c. Licensor represents and warrants that the Intellectual Property and any documentation and/or training provided by Licensor shall be sufficient and adequate to permit Licensee to use and access the Intellectual Property in accordance with this Agreement; and to permit a reasonably skilled software developer to make customizations to the APIs providing access to the functionality of the Intellectual Property in accordance with this Agreement.
d. Licensor warrants that the media on which the Intellectual Property is distributed will be free from defects in materials and workmanship under normal use for a period of ninety (90) days from delivery. Licensor will replace any defective media returned to Licensor within the ninety (90) day period.
e. EXCEPT AS SET FORTH IN SECTIONS 10.A., 10.B., 10.C. AND 10.D. ABOVE, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE INTELLECTUAL PROPERTY AND MARKS, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO LICENSEE UNDER THIS AGREEMENT. OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND MARKS.
Representations and Warranty. Contractor represents and warrants that it has administered privacy and confidentiality training to all of its employees and subcontractors before they are permitted to access to District Information, and that Contractor’s certifications (for example, SSAE-16, SysTrust, PCI DSS, VPAT) are valid and accurate and will remain so throughout the Term of the Agreement. Contractor warrants that to the best of its knowledge at the time of delivery, Software (i) shall be free of harmful code (i.e. computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to computers, data, or software), and (ii) shall not infringe or violate any intellectual property right. Without limiting the generality of the foregoing, if District believes harmful code may be present in any software delivered, Contractor shall, upon District’s request, provide a master copy of the Software for comparison and correction. Where Contractor resells hardware or Software it purchased from a third party, and such third party offers additional or more advantageous warranties than those set forth herein, Contractor shall pass through any such warranties to District and shall cooperate in enforcing them. Such warranty pass-through shall be supplemental to, and not relieve Contractor from Contractor's warranty obligations set forth above.
Representations and Warranty. 5.1 You represent and warrant that you and the Representative, will perform all activities relating to the Services:
a) in accordance with Good Industry Practice and in a professional and lawful manner;
b) if applicable, using appropriately skilled and experienced personnel whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verified;
c) in strict accordance with the standards and timelines set out in Schedule A and Appendix 1, free of defects, errors or faults, in order to meet the needs of the Government; and
d) in accordance with applicable law; rules, regulations, manuals, guidelines or policies, including the current financial instructions issued by the Accountant General of the Government.
5.2 You represent and warrant that this Agreement is executed by you or by your duly authorized Representative and that you have obtained all required authorizations and capacity in order that you can fulfill your obligations.
5.3 You are responsible for all acts or omissions of a Representative relating to the Services and for ensuring their compliance with the requirements of this Agreement.
5.4 You will seek prior permission from the Government prior to outsourcing any service. In the event of any outsourcing, you will be responsible for all outsourced services or personnel.
5.5 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to Government and provide copies of such warranties or guarantees.
5.6 You will provide information or sign any other agreements necessary or as requested by the Government, in order that either you or the Government can fulfill their obligations under this Agreement.
5.7 You acknowledge and warrant that you are fully satisfied as to the scope and nature of the Services and of your obligations under this Agreement and that you have the corporate power and authority to enter into, and perform your obligations under, the Agreement.
Representations and Warranty. Executive represents and warrants that Executive’s entering into this Agreement and the performance by Executive hereunder will not conflict with, violate or constitute a breach of, or require any consent or approval under, any agreement, license, arrangement or understanding, whether written or oral, or any law, judgment, decree, order, rule or regulation to which Executive is a party or, to the best of his knowledge, by which Executive is bound.
Representations and Warranty. 7.1 The Supplier represents and warrants the following:
7.1.1 It has the full legal and financial power to enter into this Purchase Order and to perform its obligations under the Purchase Order.
7.1.2 That the goods and services provided conform to Hoosier Energy specifications and requirements.
7.1.3 That all goods and services will be new (unless specified otherwise) and free from defects in material and/or workmanship.
7.1.4 That all goods and services will be free from defects in design, unless the design was provided by Hoosier Energy.
7.1.5 That all goods and services will be fit and safe for their intended purpose(s).
7.1.6 That it has clear title to the goods and that goods and services will be delivered free of liens or encumbrances.
7.1.7 That it shall employ only competent and experienced personnel to perform the tasks in the Purchase Order.
7.1.8 No federal, state, local or foreign statute, law, rule, regulation or order will be violated in the performance of this Purchase Order.
7.2 For a period of twelve (12) months after Hoosier Energy’s acceptance, the Supplier shall, at its own cost (including freight when applicable), re- perform all matters related to this Purchase Order that do not fully comply with this warranty. If the non-conforming goods or services cannot be repaired, replaced or re-performed so as to conform to the requirements of the Purchase Order, Supplier shall promptly refund all or that portion of the Purchase Order price (including freight) that has been paid by Hoosier Energy for such goods and/or services.
7.3 Payment for, inspection of, or receipt of goods or services shall not constitute a waiver of any breach of warranty.
