Representation and Warranty Clause Example with 6 Variations from Business Contracts

Representation and Warranty. 7.1 Authorization; Enforceability. Each of ViewRay and Tesla PEKO represents and warrants to the other party that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into this Agreement; (b) it is duly authorized by all requisite action to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and that the same do not conflict or cause a default with respe...ct to such party's obligations under any other agreement; (c) it has duly executed and delivered this Agreement; and (d) it is authorized to disclose any and all Confidential Information made available to the other party pursuant to this Agreement. 7.2 Products. (a) Tesla PEKO warrants to ViewRay that all Products supplied to ViewRay pursuant to Section 3 shall: (i) for a period of twelve (12) months from the date of acceptance by the ViewRay customer but not more than eighteen (18) twelve (12) months from the date of shipment by PEKO to ViewRay, whichever is longer, conform to its then current published specifications and documentation and the Specifications (provided that in the event of a conflict between the Specifications and the published specifications or documentation, the terms of the Specifications will control), and (ii) be manufactured, Assembled, labeled, packaged, stored and tested (while in the possession or control of Tesla) PEKO) in accordance with the Specifications current as of the date of manufacture and the applicable laws and regulations in relation to the manufacture Assembly and testing of the Product (including all Applicable Standards). This warranty does not apply to any non-conformity of the Products resulting from misuse, mishandling or unauthorized modification of the Products or storage in an improper environment in each case by any party other than Tesla PEKO or its agents. [***] Certain information in this document has been omitted and filed separately with All purchased components integrated into any assembly provided by PEKO to ViewRay will have the Securities and Exchange Commission. Confidential treatment has been requested with respect warranty provided by the original manufacturer passed through to the omitted portions. ViewRay. (b) Tesla PEKO warrants to ViewRay that all Products shall be delivered free and clear of all liens and encumbrances. 7.3 Remedy. In the event any Products purchased by ViewRay from Tesla PEKO fail to conform to the warranty set forth in Section 7.2, Tesla PEKO shall, at Tesla's PEKO's option, repair or replace the Products. ViewRay shall notify Tesla PEKO of any such nonconformity and return the applicable Products in accordance with Section 3.9. It is understood and agreed that the remedy set forth in this Section 7.3 shall not limit either party's other remedies at law or equity, including a party's remedies with respect to third party claims arising pursuant to Sections 8.2-8.3. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 7.4 Disclaimer. (a) EXCEPT FOR THE WARRANTIES EXPRESSLY MADE IN SECTIONS 7.1-7.2, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED (WHETHER WRITTEN OR ORAL), INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO, THE PRODUCTS. (b) THE REPRESENTATIONS AND WARRANTIES OF EACH OF TESLA PEKO AND VIEWRAY EXTEND ONLY TO THE OTHER PARTY. NEITHER PARTY WILL BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST SUCH OTHER PARTY BY A THIRD PARTY, EXCEPT TO THE EXTENT PROVIDED IN SECTIONS 8.2-8.3. View More

Representation and Warranty. 7.1 Authorization; Enforceability. Each of ViewRay and Tesla Jastec represents and warrants to the other party that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into this Agreement; (b) it is duly authorized by all requisite action to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and that the same do not conflict or cause a default with res...pect to such party's obligations under any other agreement; (c) it has duly executed and delivered this Agreement; and (d) it is authorized to disclose any and all Confidential Information made available to the other party pursuant to this Agreement. 7.2 Products. (a) Tesla Jastec warrants to ViewRay that all Products supplied to ViewRay pursuant to Section 3 this Agreement shall: (i) for a period of twelve (12) months from the date of acceptance by the ViewRay customer but not more than eighteen (18) months from the date of shipment to ViewRay, whichever the Product is longer, commissioned following installation and satisfaction of the installation acceptance tests contained in the ATP at the ViewRay customer site in accordance with Section 3.7, conform to its then current published specifications and documentation and the Specifications (provided that in the event of a conflict between the Specifications and the published specifications or documentation, the terms of the Specifications will control), and Specifications, (ii) be manufactured, labeled, packaged, stored and tested (while in the possession or control of Tesla) Jastec) in accordance with the Specifications current as of the date of manufacture and the applicable laws Applicable Laws and regulations in relation to the manufacture and testing of the Product (including all Applicable Standards). Standards), and (iii) be free of defects in materials or workmanship. This warranty does not apply to any non-conformity of the Products in the event and to the extent resulting from misuse, mishandling or storage in an improper environment in each case by any party other than Tesla Jastec or its agents. (b) Jastec warrants to ViewRay that all Products shall be delivered free and clear of all liens and encumbrances. 7.3 Remedy. In the event any Products purchased by ViewRay from Jastec fail to conform to the warranty set forth in Section 7.2 and Jastec receives written notice of such nonconformity during the applicable warranty period, Jastec shall, at Jastec's option, repair or replace the Products using the procedures set forth in Section 3.7(b). ViewRay shall notify Jastec of any such nonconformity in accordance with Section 3.7(b). It is understood and agreed that the remedy [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Tesla warrants to ViewRay that all Products shall be delivered free and clear of all liens and encumbrances. 7.3 Remedy. In the event any Products purchased by ViewRay from Tesla fail to conform to the warranty set forth in Section 7.2, Tesla shall, at Tesla's option, repair or replace the Products. ViewRay shall notify Tesla of any such nonconformity and return the applicable Products in accordance with Section 3.9. It is understood and agreed that the remedy set forth in this Section 7.3 shall not limit either party's other remedies at law be the sole and exclusive remedy for defects or equity, including non-conformances in a Product once its warranty period begins, excepting only a party's remedies with respect to third party claims arising pursuant to Sections 8.2-8.3. 7.4 Disclaimer. (a) EXCEPT FOR THE WARRANTIES EXPRESSLY MADE IN SECTIONS 7.1-7.2, SECTION 7.1 AND SECTION 7.2, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED (WHETHER WRITTEN OR ORAL), INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO, THE PRODUCTS. (b) THE REPRESENTATIONS AND A:t\D WARRANTIES OF EACH OF TESLA AND VIEWRAY EXTEND ONLY TO THE OTHER PARTY. NEITHER PARTY WILL BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST SUCH OTHER PARTY BY A THIRD PARTY, EXCEPT TO THE EXTENT PROVIDED IN SECTIONS 8.2-8.3. View More

Representation and Warranty. 7.1 Authorization; Enforceability. Each of ViewRay and Tesla PEKO represents and warrants to the other party that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into this Agreement; (b) it is duly authorized by all requisite action to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and that the same do not conflict or cause a default with respe...ct to such party's obligations under any other agreement; (c) it has duly executed and delivered this Agreement; and (d) it is authorized to disclose any and all Confidential Information made available to the other party pursuant to this Agreement. 7.2 Products. (a) Tesla PEKO warrants to ViewRay that all Products supplied to ViewRay pursuant to Section 3 shall: (i) for a period of twelve (12) months from the date of acceptance by the ViewRay customer but not more than eighteen (18) twelve (12) months from the date of shipment by PEKO to ViewRay, whichever is longer, conform to its then current published specifications and documentation and the Specifications (provided that in the event of a conflict between the Specifications and the published specifications or documentation, the terms of the Specifications will control), and (ii) be manufactured, Assembled, labeled, packaged, stored and tested (while in the possession or control of Tesla) PEKO) in accordance with the Specifications current as of the date of manufacture and the applicable laws and regulations in relation to the manufacture Assembly and testing of the Product (including all Applicable Standards). This warranty does not apply to any non-conformity of the Products resulting from misuse, mishandling or unauthorized modification of the Products or storage in an improper environment in each case by any party other than Tesla PEKO or its agents. [***] Certain information in this document has been omitted and filed separately with All purchased components integrated into any assembly provided by PEKO to ViewRay will have the Securities and Exchange Commission. Confidential treatment has been requested with respect warranty provided by the original manufacturer passed through to the omitted portions. ViewRay. (b) Tesla PEKO warrants to ViewRay that all Products shall be delivered free and clear of all liens and encumbrances. 7.3 Remedy. In the event any Products purchased by ViewRay from Tesla PEKO fail to conform to the warranty set forth in Section 7.2, Tesla PEKO shall, at Tesla's PEKO's option, repair or replace the Products. ViewRay shall notify Tesla PEKO of any such nonconformity and return the applicable Products in accordance with Section 3.9. It is understood and agreed that the remedy set forth in this Section 7.3 shall not limit either party's other remedies at law or equity, including a party's remedies with respect to third party claims arising pursuant to Sections 8.2-8.3. 7.4 Disclaimer. (a) EXCEPT FOR THE WARRANTIES EXPRESSLY MADE IN SECTIONS 7.1-7.2, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED (WHETHER WRITTEN OR ORAL), INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO, THE PRODUCTS. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) THE REPRESENTATIONS AND WARRANTIES OF EACH OF TESLA PEKO AND VIEWRAY EXTEND ONLY TO THE OTHER PARTY. NEITHER PARTY WILL BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST SUCH OTHER PARTY BY A THIRD PARTY, EXCEPT TO THE EXTENT PROVIDED IN SECTIONS 8.2-8.3. View More

Representation and Warranty. 7.1 Authorization; Enforceability. Each of ViewRay and Tesla Jastec represents and warrants to the other party that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into this Agreement; (b) it is duly authorized by all requisite action to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and that the same do not conflict or cause a default with res...pect to such party's obligations under any other agreement; (c) it has duly executed and delivered this Agreement; and (d) it is authorized to disclose any and all Confidential Information made available to the other party pursuant to this Agreement. 7.2 Products. (a) Tesla Jastec warrants to ViewRay that all Products supplied to ViewRay pursuant to Section 3 this Agreement shall: (i) for a period of twelve (12) months from the date of acceptance by the ViewRay customer but not more than eighteen (18) months from the date of shipment to ViewRay, whichever the Product is longer, commissioned following installation and satisfaction of the installation acceptance tests contained in the ATP at the ViewRay customer site in accordance with Section 3.7, conform to its then current published specifications and documentation and the Specifications (provided that in the event of a conflict between the Specifications and the published specifications or documentation, the terms of the Specifications will control), and Specifications, (ii) be manufactured, labeled, packaged, stored and tested (while in the possession or control of Tesla) Jastec) in accordance with the Specifications current as of the date of manufacture and the applicable laws Applicable Laws and regulations in relation to the manufacture and testing of the Product (including all Applicable Standards). Standards), and (iii) be free of defects in materials or workmanship. This warranty does not apply to any non-conformity of the Products in the event and to the extent resulting from misuse, mishandling or storage in an improper environment in each case by any party other than Tesla Jastec or its agents. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Tesla Jastec warrants to ViewRay that all Products shall be delivered free and clear of all liens and encumbrances. 7.3 Remedy. In the event any Products purchased by ViewRay from Tesla Jastec fail to conform to the warranty set forth in Section 7.2, Tesla 7.2 and Jastec receives written notice of such nonconformity during the applicable warranty period, Jastec shall, at Tesla's Jastec's option, repair or replace the Products. Products using the procedures set forth in Section 3.7(b). ViewRay shall notify Tesla Jastec of any such nonconformity and return the applicable Products in accordance with Section 3.9. 3.7(b). It is understood and agreed that the remedy set forth in this Section 7.3 shall not limit either party's other remedies at law be the sole and exclusive remedy for defects or equity, including non-conformances in a Product once its warranty period begins, excepting only a party's remedies with respect to third party claims arising pursuant to Sections 8.2-8.3. 7.4 Disclaimer. (a) EXCEPT FOR THE WARRANTIES EXPRESSLY MADE IN SECTIONS 7.1-7.2, SECTION 7.1 AND SECTION 7.2, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED (WHETHER WRITTEN OR ORAL), INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO, THE PRODUCTS. (b) THE REPRESENTATIONS AND A:t\D WARRANTIES OF EACH OF TESLA AND VIEWRAY EXTEND ONLY TO THE OTHER PARTY. NEITHER PARTY WILL BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST SUCH OTHER PARTY BY A THIRD PARTY, EXCEPT TO THE EXTENT PROVIDED IN SECTIONS 8.2-8.3. View More

Representation and Warranty. 7.1 Authorization; Enforceability. Each of ViewRay and Tesla QED represents and warrants to the other party that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into this Agreement; (b) it is duly authorized by all requisite action to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and that the same do not conflict or cause a default with respec...t to such party's obligations under any other agreement; (c) it has duly executed and delivered this Agreement; and (d) it is authorized to disclose any and all Confidential Information made available to the other party pursuant to this Agreement. 7.2 Products. (a) Tesla QED warrants to ViewRay that all Products supplied to ViewRay pursuant to Section 3 shall: (i) for a period of twelve (12) months from the date of acceptance by the ViewRay customer but not more than eighteen (18) months from the date of shipment by QED to ViewRay, whichever is longer, conform to its then current published specifications and documentation and the Specifications (provided that in the event of a conflict between the Specifications and the published specifications or documentation, the terms of the Specifications will control), and (ii) be manufactured, labeled, packaged, stored and tested (while in the possession or control of Tesla) QED) in accordance with the Specifications current as of the date of manufacture and the applicable laws and regulations in relation to the manufacture and testing of the Product (including all Applicable Standards). This warranty does not apply to any non-conformity of the Products resulting from misuse, mishandling or unauthorized modification of the Products or storage in an improper environment in each case by any party other than Tesla QED or its agents. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Tesla QED warrants to ViewRay that all Products shall be delivered free and clear of all liens and encumbrances. 7.3 Remedy. In the event any Products purchased by ViewRay from Tesla QED fail to conform to the warranty set forth in Section 7.2, Tesla QED shall, at Tesla's QED's option, repair or replace the Products. ViewRay shall notify Tesla QED of any such nonconformity and return the applicable Products in accordance with Section 3.9. It is understood and agreed that the remedy set forth in this Section 7.3 shall not limit either party's other remedies at law or equity, including a party's remedies with respect to third party claims arising pursuant to Sections 8.2-8.3. 7.4 Disclaimer. (a) EXCEPT FOR THE WARRANTIES EXPRESSLY MADE IN SECTIONS 7.1-7.2, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED (WHETHER WRITTEN OR ORAL), INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO, THE PRODUCTS. (b) THE REPRESENTATIONS AND WARRANTIES OF EACH OF TESLA QED AND VIEWRAY EXTEND ONLY TO THE OTHER PARTY. NEITHER PARTY WILL BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST SUCH OTHER PARTY BY A THIRD PARTY, EXCEPT TO THE EXTENT PROVIDED IN SECTIONS 8.2-8.3. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. View More

Representation and Warranty. 7.1 Authorization; Enforceability. Each of ViewRay and Tesla MSC represents and warrants to the other party that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into this Agreement; (b) it is duly authorized by all requisite action to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and that the same do not conflict or cause a default with respec...t to such party's obligations under any other agreement; (c) it has duly executed and delivered this Agreement; and (d) it is authorized to disclose any and all Confidential Information made available to the other party pursuant to this Agreement. 7.2 Products. (a) Tesla MSC warrants to ViewRay that all Products supplied to ViewRay pursuant to Section 3 shall: (i) for a period of twelve (12) months from the date of acceptance by the ViewRay customer but not more than eighteen (18) months from the date of shipment by MSC to ViewRay, whichever is longer, conform to its then current published specifications and documentation and the Specifications (provided that in the event of a conflict between the Specifications and the published specifications or documentation, the terms of the Specifications will control), and (ii) be manufactured, labeled, packaged, stored and tested (while in the possession or control of Tesla) MSC) in accordance with the Specifications current as of the date of manufacture and the applicable laws and regulations in relation to the manufacture and testing of the Product (including all Applicable Standards). This warranty does not apply to any non-conformity of the Products resulting from misuse, mishandling or storage in an improper environment in each case by any party other than Tesla MSC or its agents. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Tesla MSC warrants to ViewRay that all Products shall be delivered free and clear of all liens and encumbrances. 7.3 Remedy. In the event any Products purchased by ViewRay from Tesla MSC fail to conform to the warranty set forth in Section 7.2, Tesla MSC shall, at Tesla's MSC's option, repair or replace the Products. ViewRay shall notify Tesla MSC of any such nonconformity and return the applicable Products in accordance with Section 3.9. It is understood and agreed that the remedy set forth in this Section 7.3 shall not limit either party's other remedies at law or equity, including a party's remedies with respect to third party claims arising pursuant to Sections 8.2-8.3. 7.4 Disclaimer. (a) EXCEPT FOR THE WARRANTIES EXPRESSLY MADE IN SECTIONS 7.1-7.2, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED (WHETHER WRITTEN OR ORAL), INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO, THE PRODUCTS. (b) THE REPRESENTATIONS AND WARRANTIES OF EACH OF TESLA MSC AND VIEWRAY EXTEND ONLY TO THE OTHER PARTY. NEITHER PARTY WILL BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST SUCH OTHER PARTY BY A THIRD PARTY, EXCEPT TO THE EXTENT PROVIDED IN SECTIONS 8.2-8.3. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. View More