Representations Warranties and Disclaimers. I represent and warrant that I am legally entitled to grant the rights and promises set forth in this Agreement. IN ALL OTHER RESPECTS THE SPECIFICATION IS PROVIDED "AS IS." The entire risk as to implementing or otherwise using the Specification is assumed by the implementer and user. Except as stated herein, I expressly disclaim any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to the Specification. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. All of my obligations under Section 3 regarding the transfer, successors in interest, or assignment of Granted Claims will be satisfied if I notify the transferee or assignee of any patent that I know contains Granted Claims of the obligations under Section 3. Nothing in this Agreement requires me to undertake a patent search.
Representations Warranties and Disclaimers a. Seller in no way warrants the Properties’ condition, habitability, safety, or use for a particular purpose.
b. Seller is not a “foreign person” as such term is defined in Section 1445 of the Internal Revenue Code, as amended or any regulation promulgated thereunder.
c. Purchaser acknowledges there is pending and threatened litigation and condemnation actions against some of the Properties.
d. Purchaser represents that the execution, delivery, and performance of this Agreement by Purchaser and all agreements, instruments, and documents herein provided to be executed by Purchaser on the Closing Date: (i) do not violate the governance of Purchaser, or any contract, agreement, commitment, lease, order, judgment, or decree to which Purchaser is a party; and (ii) have been duly authorized by the resolution or consent of the directors, partners, shareholders, members, or limited partners of Purchaser and the appropriate and necessary action has been taken by such parties on the part of Purchaser. This Agreement is valid and binding upon Purchaser, subject to bankruptcy, reorganization and other similar laws affecting the enforcement of creditors' rights generally.
e. Purchaser is acquiring the Properties on an "AS IS, WHERE IS" basis, without any representation or warranty of any kind or nature whatsoever, express or implied, and Purchaser acknowledges that no such representations or warranties have been made except as set forth in writing herein. In deciding whether to acquire the Property, Purchaser is relying solely on Purchaser's investigation of the Property.
f. Purchaser represents Purchaser is a sophisticated individual or entity, by reason of Purchaser’s business and financial experience and has adequate information to make an informed decision regarding the purchase of the Properties, has such knowledge and experience so as to be aware of and understand the inherent risks in the purchase of property from a bankruptcy estate, has independently, and without reliance upon Seller, made its own analysis and decision to purchase the Properties, and has relied solely upon its own investigation and analysis of the conditions of and title to the Properties.
g. Purchaser waives any statutory right to terminate or rescind this Agreement.
h. Purchaser acknowledges receipt of Seller’s notices that the Properties are located in a special flood hazard area, subject to past flooding, constituting health and safety risk, contain defects in the basement or foundation, ...
Representations Warranties and Disclaimers. 10.1 BTG represents and warrants that, as of the Effective Date of this Agreement:
10.1.1 It has the legal power to extend the rights granted to License under this Agreement.
10.1.2 No license or covenant not to xxx has been granted to any third party to make, have made, use, have used, develop, have developed, improve, have improved, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under the Licensed Patents.
10.1.3 Neither BTG nor its Affiliates has made any claim against a third party alleging any infringement, misappropriation or violation of any of the Licensed Patents.
10.1.4 There have been no claims or judicial proceedings commenced by or against BTG concerning any of the Licensed Patents or the Licensed Knowhow, and BTG has received no notice alleging or threatening any such claims or judicial proceedings.
10.1.5 BTG has granted no lien or encumbrance involving the Licensed Patents or Licensed Knowhow, and BTG will not encumber the Licensed Patents after the Effective Date of this Agreement.
10.2 Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement. This Agreement has been duly authorized and duly executed and delivered by both parties, and it is valid, binding and enforceable against both parties in accordance with its terms.
10.3 Except as set forth in this Article X, neither party makes or extends any other representations or warranties, and BTG makes no representation or warranties, express, implied or statutory, with respect to the Licensed Patents or Licensed Knowhow that is not expressly set forth in this Article. Except as provided herein, all Licensed Patents and Licensed Knowhow are made available to Licensee on an "as is" basis, and all Licensee Technology is made available to BTG on an “as is” basis. BTG does not warrant that the Licensed Patents are valid or enforceable; that the Licensed Patents or Licensed Knowhow have utility, are error free, or that they will meet Licensee's requirements; or that their exploitation does not or will not infringe any existing or future patent of another person, or that any of the Licensed Patents are valid. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY PATENTS, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. The entire risk as to the results obtained by practicing under the Licensed Patents and utilizing the Licensed Kno...
Representations Warranties and Disclaimers. 9.1 XENOMICS represents and warrants to ASURAGEN (i) that it has the right to sublicense the Patent Rights in Territory and that XENOMICS has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that, subject to the Exclusive License Agreement, it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, and (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms.
9.2 ASURAGEN hereby represents and warrants to XENOMICS that it has the right and power to enter into this Agreement and to perform its obligations, and that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. ASURAGEN agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations in Territory relating to the design, sale, use, delivery in commerce and promotion of the Products and Services.
9.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 9, XENOMICS MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT RIGHT, TRADEMARK, SOFTWARE, NON-PUBLIC OR OTHER INFORMATION, OR TANGIBLE RESEARCH PROPERTY, LICENSED OR OTHERWISE PROVIDED TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THE SAME. XENOMICS DOES NOT WARRANT THE VALIDITY OF THE PATENT RIGHTS SUBLICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE SUBLICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE(S) WITHOUT INFRINGING ON OTHER PATENTS.
9.4 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, XENOMICS ADDITIONALLY DISCLAIMS ALL OBLIGATIONS ON THE PART OF XENOMICS FOR DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND COURT COSTS ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, DELIVERY, SALE AND PROVISION OF THE PRODUCTS UNDER THIS AGREEMENT. SUBLICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY THE PRODUCTS MANUFACTURED, USED, DELIVERED, SOLD OR PROVIDED BY SUBLICENSEE AND ITS AFFILIATE(S) THAT ARE SUBJECT TO THIS AGREEMENT UNLESS THE SAME HAS RESULTED FROM ANY MATERIAL BREACH OF AN OBLIGATION, REPRESENTATION, WARRANTY BY XENOMICS UNDER THIS AGREEMENT OR...
Representations Warranties and Disclaimers. Each Party represents and warrants as of the Effective Date that it has the authority and is appropriately authorized to enter into this Agreement and to perform its obligations under this Agreement free of any restrictions or encumbrances. Recipient understands and acknowledges that the CUSL Materials are experimental in nature and may have unknown characteristics. All the CUSL Materials are being provided on an “as is” basis with no warranties of any kind, express or implied, with respect thereto, and CUSL hereby expressly disclaims the applicability of any express or implied warranties of merchantability, fitness for a particular purposes, or non-infringement of third party intellectual property rights. CUSL cannot be held liable if the CUSL Materials cannot offer the needed quality to conduct the Research. Recipient understands and acknowledges that CUSL cannot insure the quantity of the CUSL Materials needed for the Research. CUSL is not responsible and cannot be held liable if there is not enough CUSL Materials. Recipient shall be solely responsible for the conduct of the Research and for any use, handling or storage of the CUSL Materials (and any Derivatives) in connection therewith. Under no circumstances will CUSL have any liability or responsibility for, and Recipient shall indemnify and hold CUSL harmless with respect to, any and all liabilities, obligations, losses and damages of any kind whatsoever arising from or in connection with any use, handling or storage of the CUSL Materials and/or Derivatives by or on behalf of the Recipient, except in case of negligence, non-compliance to Protocol or this Agreement by CUSL or in case of improper performance of its professional duties by CUSL team involved in the Research. The Recipient shall be responsible for and liable hereunder with respect to any breach of this Agreement which is caused by the actions of its Representatives . Term and termination This Agreement shall have effect as from its Effective Date and unless earlier terminated shall expire within (__/__/____) as of the Effective Date. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon written notice with immediate effect, if at any time the other Party breaches any terms of this Agreement. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon sixty (60) days prior written notice. In case an event prevents purs...
Representations Warranties and Disclaimers. 7.1 Each Party represents and warrants to the other the other Party that (i) it is duly organized, validly existing and in good standing under the laws of their respective state of incorporation, organization or formation, (ii) it has full corporate or entity power and authority to execute, deliver and perform this Agreement, (iii) this Agreement is enforceable against it in accordance with its terms, and (iv) this Agreement does not conflict with, violate or constitute a breach or default under any other agreement of a material nature or amount to which it is a party or to which it or its assets are subject.
7.2 Except as expressly set forth in this Agreement, THE CONFIDENTIAL INFORMATION, SAMPLES, MATERIALS, WORK PRODUCT AND TECHNOLOGY MADE AVAILABLE BY EACH PARTY TO THE OTHER PARTY HEREUNDER ARE BEING SUPPLIED “AS IS’, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, SAFETY, OR FITNESS FOR A PARTICULAR PURPOSE. THE SAMPLES HAVE NOT BEEN ANALYZED OR TESTED BY INSTITUTION AND MAY, THEREFORE, CONTAIN VIRUSES, BACTERIA OR OTHER POTENTIALLY DANGEROUS COMPONENTS. BIOCEPT ACKNOWLEDGES AND ACCEPTS THE RISKS OF SUCH VIRUSES, BACTERIA OR OTHER POTENTIALLY DANGEROUS COMPONENTS.
Representations Warranties and Disclaimers. 13.1 Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
Representations Warranties and Disclaimers. 3.2.1 WorldSpace represents and warrants that it has all right, title, and interest in and to the WorldSpace Intellectual Property Rights purported to be licensed by it to Analog and all power and authority necessary to grant the licenses to such intellectual property that are granted by WorldSpace to Analog hereunder.
3.2.2 Each Party represents and warrants that neither it nor any of its affiliates has the right or power to direct any third party to assert against the other Party any cause of action based upon the other Party’s purported infringement of any intellectual property owned or enforceable by such third party.
3.2.3 Nothing contained in this Agreement shall be construed as a warranty or representation that the manufacture, sale, lease, use, or other distribution of the Platform by either party or any component or products derived thereof will be free from infringement of patents, trademarks, copyrights, mask work rights, or other intellectual property or other rights of third parties, except to the extent as provided herein, or that a Customer will be able to manufacture or to sell or otherwise transfer any component or product based upon the rights it receives hereunder. Except to the extent, and only to the extent, expressly stated herein, neither Party makes any warranty as to the accuracy, sufficiency, or suitability of any Information or any Intellectual Property hereunder. Each Party assumes the risk of defects or inaccuracies in the Intellectual Property and Information, if any, supplied by the other Party. Neither Party shall be under any obligation by this Agreement to obtain any patent or, once having obtained a patent, to maintain that patent in force.
3.2.4 Except for the breach of Confidentiality and Nondisclosure requirements of this Agreement as provided in Section 3.3, neither Party will be liable to the other Party (nor to any third party claiming rights derived from the other Party’s rights under this Agreement) for incidental, consequential, special, punitive, or exemplary damages of any kind, including lost profits, loss of business, or other economic damage, and further including injury to property, as a result of breach of any warranty or other term of this Agreement, regardless of whether the Party liable or allegedly liable was advised, had reason to know, or in fact knew of the possibility thereof.
Representations Warranties and Disclaimers. I represent and warrant that I am legally entitled to grant the rights and promises set forth in this agreement. IN ALL OTHER RESPECTS THE CONTRIBTUIONS ARE PROVIDED "AS IS." The entire risk as to implementing or otherwise using the Draft Deliverable or Final Deliverable is assumed by the implementer and user. Except as stated herein, Member expressly disclaims any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to the Specification. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Representations Warranties and Disclaimers. 960 Each Bound Entity represents and warrants that such Bound Entity is legally entitled to grant the 961 rights and promises set forth in this Agreement. Signatory represents and warrants that it has the 962 authority to bind its Related Entities to this Agreement. ANY SPECIFICATION IS PROVIDED 963 “AS IS.” Except as stated herein, each Bound Entity expressly disclaim any warranties (express, 964 implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness 965 for a particular purpose, or title, related to a Specification. The entire risk as to implementing or 966 otherwise using a Specification is assumed by the implementer and user. IN NO EVENT WILL 967 ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS OR ANY FORM 968 OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY 969 CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO 970 THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT 971 (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER 972 PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Nothing in this 973 Agreement requires any Bound Entity to undertake a patent search or enforce any Essential 974 Claims, in whole or in part. 975 7 Withdrawal from Agreement 976 7.1 Voluntary Withdrawal 977 Any Member shall be permitted to withdraw from this Agreement at any time by giving written 978 notice to the Board of its intent to terminate its participation. If, after the Date, a Related Entity 979 of the Signatory ceases to be Controlled by or under common Control with the Signatory, such 980 Related Entity shall be permitted to withdraw from this Agreement at any time after the date on 981 which such Related Entity ceases to be Controlled by or under common Control with the 982 Signatory by giving written notice to the Board of its intent to terminate its participation. Such 983 voluntary withdrawal shall be effective upon receipt of the notice by the Board.
