Warranties Contract Clauses (504)

Warranties. Independent Contractor will assume sole responsibility for his compliance with applicable federal and state laws and regulations, and shall rely exclusively upon his own determination, or that of its legal advisers, that the performance of services and the receipt of fees hereunder comply with such laws and regulations.13.Non-Assignability of Contract. This Agreement is personal to Independent Contractor and he shall not have the right to assign any of his rights or delegate any of his duties wi...thout the express written consent of the Company. View More

Warranties. Subject to Section 24 of the Companies Act, the Company warrants by its execution hereof that it has power to enter into and has duly authorised the execution and delivery of this Deed and that its obligations hereunder constitute legal, valid and binding obligations enforceable against the Company in accordance with its terms.

Warranties. 9.1. Mutual Representations and Warranties. Each Party represents and warrants as of the Effective Date and at all times throughout the term of this Agreement: (a) that it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; (b) that the execution of this Agreement by such Party and performance of its obligations thereunder comply with all applicable laws, rules, and regulations (including privacy, export control and obscenity l...aws) but, with respect to ATTi, excluding the content in any ATTi SEM Product Listing); and (c) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms. Marchex makes no representations or warranties for any purposes with respect to any ATTi Advertiser, the business or operations of any ATTi Advertiser, or the results of any calls placed to Call Tracking Numbers. ATTi represents and warrants that it has all consents, approvals, licenses and permissions necessary for ATTi to perform all of its obligations hereunder and for Marchex to exercise all of its rights hereunder; its use of the Marchex Network will not introduce into the Marchex Network any computer virus, Trojan horse, adware, spyware or other harmful or malicious code that, without limitation, is designed to damage, copy, lock-out, or take control of data, systems, network, hardware or software without knowledge and authorization. 9.2. Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ITEMS OR SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH PARTY ACKNOWLEDGES THAT THE WEBSITES, SERVERS, AND OTHER ITEMS, INCLUDING HARDWARE AND SOFTWARE, USED OR PROVIDED IN CONNECTION WITH HOSTING SUCH WEBSITES OR PERFORMANCE OF ANY SERVICES HEREUNDER ARE PROVIDED "AS IS." EACH PARTY FURTHER ACKNOWLEDGES THAT EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY THAT THE SERVICES IT PROVIDES HEREUNDER WILL BE FREE FROM BUGS, FAULTS, DEFECTS, OR ERRORS OR THAT ACCESS TO ANY OF THE SERVICES WILL BE UNINTERRUPTED. View More

Warranties. Consultant warrants that he/she is not bound by any agreement with any current or former employer or other party that would prevent him/her from fully performing hereunder. Consultant further warrants that neither Services performed hereunder nor Works produced hereunder will infringe or otherwise violate the legal rights of any party, and warrants that his/her performance of the Services shall comply with all applicable laws and regulations. Consultant warrants that all Services will be perform...ed in a competent, professional, and workmanlike manner. Consultant warrants that he/she is authorized to perform Services in the United States. Consultant will defend, indemnify and hold B&N harmless against and from all claims, damages, injuries, cost, expenses and losses arising out of Consultant's breach of a breach of the obligations of Confidentiality in paragraph 6, as well as the Warranties in this paragraph 7. View More

Warranties. SELLER warrants to PURCHASER that the Device (i) will conform in all respects to the Device Specifications and applicable cGMP, (ii) will be free from defects, latent or otherwise, in design materials and workmanship; (iii) to the best of SELLER's knowledge, does not infringe upon, violate or misappropriate the intellectual property of any other party, person or entity, (iv) will comply with applicable laws with respect to SELLER's manufacture of such Device, (v) will be new and, provided proper... payment by PURCHASER, will be conveyed by SELLER to PURCHASER with good title, free and clear of all encumbrances or liens. If the SELLER fails to comply with the Device Specifications requirement and anything else in this warranty then the SELLER will fix the deficiencies or non-conformance at its cost. Unless otherwise agreed upon by the Parties in writing, PURCHASER's rights under this warranty are extended for a period of [13] from and after the date of delivery of the Device to PURCHASER. For the avoidance of doubt, SELLER is not responsible for normal wear and tear of any Device. 9.1.1 Subject to the warranty provided by SELLER set forth in this Section 9, it is the responsibility of PURCHASER to ensure that (i) the Device shipped from SELLER according to the Device Specifications is adapted to the use which it is intended for, (ii) that the Device Specifications are adapted to the storage of the Device, (iii) that the Device is compatible with the Drug Product, and (iv) that the Drug Product and the Finished Product (other than the Device) comply with all applicable laws. 9.1.2 SELLER may, but is not required to, perform tests for compatibility between the Device and the Drug Product. SELLER MAKES NO REPRESENTATION OR WARRANTY THAT ANY TESTS PERFORMED BY OR ON BEHALF OF SELLER ARE ADEQUATE OR SUFFICIENT FOR PURCHASER'S PURPOSES. PURCHASER AGREES NOT TO HOLD SELLER RESPONSIBLE FOR THE ADEQUACY OR SUFFICIENCY OF SUCH TESTS, OR THE RESULTS DERIVED FROM SUCH TESTS. 9.2 Exclusions. The warranty provided under Section 9.1 shall not apply to any Device that (i) has been tampered with or otherwise altered by PURCHASER, its Affiliates or their customers, distributors, or agents; (ii) has been subjected to misuse, negligence, malice or accident by PURCHASER, its Affiliates or their customers, distributors agents; or (iii) has been stored, handled or used by PURCHASER, its Affiliates or their customers, distributors agents in a manner contrary to the Device Specifications and the Device Specifications or SELLER's written instructions which can, among others, define maximum periods for the use of the Device. ***Confidential Treatment Requested 14 9.3 Limitations on Warranty. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY AND PERFORMANCE, WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED BY SELLER. 9.4 LIMITATION OF LIABILITY 9.4.1 No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, whether in warranty, contract, negligence, tort, strict liability, or otherwise including, but not limited to, loss of profits or revenue, delays, or claims of the other party's or its Affiliates or other third parties for such or other damages. This limitation of liability shall not apply to claims of liability for death or personal injury caused by either party's gross negligence, willful act, or omission. 9.4.2 Limitation of Liability. Each Party's cumulative liability to the other Party for all claims relating to the Device and this Agreement, including any cause of action based on any theory of contract, tort, or strict liability, shall not exceed One Million US Dollars ($1,000,000). This limitation of liability shall not apply to claims of liability for death or personal injury caused by either Party's gross negligence, willful act, or omission. View More

Warranties. IAM warrants that it maintains the facilities, resources and experienced personnel necessary to market and distribute the Technology and to perform the necessary installation, training and maintenance services related to such Technology and otherwise to fulfill its obligations under this Agreement and that it is not precluded by any existing arrangement, contractual or otherwise, from entering into this Agreement. 6.2 WEYLAND TECH FINANCIAL INDEMNITY. IAM will indemnify Weyland Tech for, and hol...d Weyland Tech harmless from, any loss, expense, damages, claims, demands, or liability arising from any claim, suit, action or demand resulting from: (a) the negligence, error, omission or willful misconduct of IAM or its representatives or sub-licensees; (b) the breach of any terms of this Agreement; or (c) IAM's non- compliance with applicable laws and regulations. 6.3 WEYLAND TECH WARRANTY. Weyland Tech warrants and agrees that it has and will, during the License Term, take all actions reasonably necessary and appropriate to maintain the right to grant IAM to use, reproduce, or sublicense the Technology under this Agreement. 6.4 SERVER MANAGEMENT. Weyland Tech is warrants and agrees to be responsible of server management and operation. Any server troubles are to be resolved and managed promptly and inform IAM of such matters simultaneously to notify users immediately. In addition, Weyland Tech is to ensure of server expansion in case of user incase and/or as needed. View More

Warranties. Consultant will assume sole responsibility for her compliance with applicable federal and state laws and regulations, and shall rely exclusively upon her own determination, or that of her legal advisers, that the performance of services and the receipt of fees hereunder comply with such laws and regulations.

Warranties. Neither party makes any warranties with respect to the use, sale or other transfer of the Authored Work by the other party or by any third party, and IncoCell accepts the product "AS IS." In no event will ThermoGenesis be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Authored Work.

Warranties. The Services shall be performed in a professional manner, consistent with industry standards. In performing the Services, TSUCHIMOTO shall not make any unauthorized use of any confidential or proprietary information of any other party or infringe the intellectual property rights of any other party. · 9. Arbitration. Any controversy or claim between Monopar and TSUCHIMOTO arising out of or relating to this Agreement, or the breach thereof, shall be submitted to arbitration in accordance with the ...rules of the American Arbitration Association. The site of the arbitration shall be Chicago, Illinois, and except as provided herein the arbitration shall be conducted in accordance with the Rules of the American Arbitration Association prevailing at the time the demand for arbitration is made hereunder. At least one member of the arbitration panel shall be a financial expert knowledgeable in the area of biopharmaceutical corporate compliance. Judgment upon any award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction and shall be binding and final. The cost of arbitration shall be borne by the losing Party, as determined by the arbitrator(s). View More

Warranties. Developer represents and warrants to the Company that the Developer (i) was the sole owner of all rights, title and interest in the Intellectual Property and the Technology, (ii) has not assigned, transferred, pledged or otherwise encumbered any Intellectual Property or the Technology or agreed to do so, (iii) has full power and authority to enter into this Agreement and to grant the license as provided in Section 1, (iv) is not aware of any violation, infringement or misappropriation of any thi...rd party's rights (or any claim thereof) by the Intellectual Property or the Technology, (v) was not acting within the scope of employment by any third party when conceiving, creating or otherwise performing any activity with respect to anything purportedly assigned in Section 1 and (iv) is not aware of any questions or challenges with respect to the patentability or validity of any claims of any existing patents or patent applications relating to the Intellectual Property. View More