Representations and Warranties Disclaimers Clause Samples
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Representations and Warranties Disclaimers a) Availability Tebra will make commercially reasonable efforts to maintain uptime of 99% excluding any scheduled downtime, force majeure issues and third party services (see Support Policy for additional details).
b) Mutual Representations and Warranties
i. the Customer Agreement has been duly entered into and constitutes a valid and binding agreement enforceable against such party in accordance with its terms;
ii. no authorization or approval from any third party is required in connection with such party’s entering into or performance of the Customer Agreement; and
iii. the entering into and performance of the Customer Agreement does not and will not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound. c) DISCLAIMERS • TEBRA DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. • WHILE ▇▇▇▇▇ TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, TEBRA DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. ▇▇▇▇▇ DISCLAIMS ANY WARRANTY REGARDING ANY PERCENTAGE OF COLLECTION OF CLAIMS FOR CUSTOMER. • FROM TIME TO TIME, CUSTOMER MAY REQUEST THE ADDITION OF CERTAIN CODE AND/OR FUNCTIONALITIES TO BE ADDED TO CUSTOMER’S WEBSITE OR OTHER PLATFORM. TEBRA SHALL NOT BE RESPONSIBLE FOR ENSURING THAT THE REQUESTED CODE AND/OR FUNCTIONALITIES COMPLY(IES) WITH ANY AND ALL APPLICABLE LAWS AND REGULATIONS PERTAINING TO CUSTOMER’S BUSINESS. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT CUSTOMER ALONE SHALL BE RESPONSIBLE FOR ENSURING THAT CUSTOMER’S WEBSITE AND SERVICE OFFERINGS, EVEN IF SUPPORTED BY TEBRA, COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
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. (a) By Each Party. Each party represents and warrants to the other as follows:
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. 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. 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. 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. 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. A. The Licensee represents and warrants to the City that: (i) Licensee and its authorized signatory, have full right, power and authority to execute this Agreement; and (ii) Licensee's execution and performance of this Agreement will not violate any laws, ordinances, covenants, mortgages, licenses or other agreements binding on the Licensee.
B. The Licensee has studied and inspected the Property and accepts the same "AS IS" without any express or implied warranties of any kind (including any warranties or representations by City as to title or its condition or fitness for any use) and subject to all matters of record.
Representations and Warranties Disclaimers. 12.1 HP hereby remakes the representations and warranties of Article IV of the Asset Purchase Agreement with respect to the Intellectual Property.
12.2 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN THIS ARTICLE 12, HP MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING ANY INFORMATION OR MATERIALS LICENSED TO PINNACLE UNDER THIS AGREEMENT, INCLUDING NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. ANY INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED "AS IS."
12.3 Neither party shall have any obligation to change, correct, maintain, modify, update or otherwise support any materials licensed under this Agreement.
12.4 Neither party shall have any obligation to apply for, prosecute, perfect, or enforce any Intellectual Property Right covered by this Agreement. In the event that one of the Parties, which shall have had ownership and control of any Intellectual Property Right covered by this Agreement (the "Controlling Party"), shall decide not to do any of the above, or shall fail to do any of the above, then the Controlling Party shall notify the other party in a timely manner. At the other party's option, the Controlling Party shall assign such Intellectual Property Right to the other party, so that the other party may apply for, prosecute, perfect, or enforce the Intellectual Property right.
12.5 HP makes no representation or warranty as to the validity or the enforceability of any HP Business Patent Right, or of any HP Related Patent Right.
12.6 Both Parties represent and warrant that they have the right and the ability to enter into this Agreement, the right to grant the respective licenses granted herein, and the right to transfer the Acquired Assets and rights transferred in this Agreement.
12.7 All HP Business Intellectual Property was written and created solely by either (i) employees of HP acting within the scope of their employment or (ii) by third parties who have validly assigned all of their rights, including Intellectual Property rights in such products to HP, and no third party owns or has any rights to the HP Business Intellectual Property.
12.8 To HP's Best Knowledge, all HP Related Intellectual Property was written and created solely by either (i) employees of HP acting within the scope of their employment or (ii) by third parties who have validly assigned all of their rights, including Intellectual Property rights in such products to HP, and no third party owns or has any rights to the HP Related...