Representations and Warranties Limitation of Liability Sample Clauses

Representations and Warranties Limitation of Liability. In addition to all other representations and warranties made in this Agreement, Seller represents and warrants that it will not claim as justification for any failure to perform according to the terms of this Agreement and the Confirmation that (i) Seller, its Affiliates or subsidiaries, do not own or control sufficient reserves of Coal as to satisfy the quantity and quality provisions for this Agreement or any Confirmation; (ii) Seller is not in compliance, to the extent applicable, with the rules, practices, and standards issued by any and all governmental agency(ies) with respect to legislation, regulations, rules, or mandates which were in effect either by interim or final rules, or passed, adopted, or promulgated but to go into later effect, as of the time specified for the delivery of Coal pursuant to this Agreement and any Confirmation, including all laws and regulations regarding the mining and sale of Coal (notices and orders issued under the Federal Mine Health and Safety Act and State and Federal Reclamation Acts excepted); and (iii) Seller has not acquired all licenses, permits, certificates and other documents necessary for it to fulfill its obligations under the Confirmation. Neither Party shall be liable for any punitive, special, incidental or consequential damages (including without limitation, loss of profits or overhead), based upon breach of warranty or of contract, negligence or any other theory of legal liability arising out of this Agreement or any Confirmation.

Representations and Warranties Limitation of Liability. Each of us hereby represents and warrants that:  it has full power and authority to enter into this Agreement and to perform its obligations hereunder;  it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement;  the services to be rendered by each of us under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party. OurWorld will remain solely responsible for the operation of the OurWorld website, and you will remain solely responsible for the operation of your site. Each party acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service. EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT OURWORLD MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. NEITHER OURWORLD NOR AFFILIATE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. OURWORLD’S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER. OurWorld will be solely responsible for the operations of its product and customers who make purchases through the affiliate marketing program will be deemed customers of OurWorld. Accordingly, all rules, policies, operating procedures and information concerning customer sales will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, without notice.

Representations and Warranties Limitation of Liability. 11.1 WFUHS and Principal Investigator each severally represent and warrant that it and he have the legal right, authority and power or capacity to enter into this Agreement and to perform its respective obligations set forth herein. WFUHS represents and warrants to Tengion that the Principal Investigator is currently an employee of WFUHS and in such capacity has the authority to perform his obligations under this Agreement 11.2 Tengion represents and warrants that it has the legal right, authority and power to enter into this Agreement and to perform its obligations set forth herein. NO OTHER WARRANTY; LIMITATION OF LIABILITY. EXCEPT AS SET FORTH ABOVE OR IN THE LICENSE AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS PERFORMANCE UNDER THIS AGREEMENT OR THE RESULTS TO BE OBTAINED FROM THE STUDY, INCLUDING BUT NOT LIMITED TO, THE MARKETABILITY, USE OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE STUDY RESULTS OR ANY SERVICE OR MATERIAL SUPPLIED OR DEVELOPED IN CONNECTION WITH THE STUDY, THAT ANY PATENTABLE INVENTION WILL BE OBTAINED FROM THE STUDY OR THAT THE RESULTS OF THE STUDY WILL NOT INFRINGE UPON OR CONFLICT WITH ANY THIRD PARTY RIGHTS. FURTHER, EXCEPT FOR TENGION’S INDEMNIFICATION OBLIGATIONS TO THE WFUHS INDENMITEES UNDER PARAGRAPH 10.1 FOR THIRD PARTY CLAIMS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR INCIDENTAL DAMAGES OR FOR LOST PROFITS, AND EXCEPT FOR TENGION’S INDEMNIFICATION OBLIGATIONS TO THE WFUHS INDENMITEES UNDER PARAGRAPH 10.1 FOR THIRD PARTY CLAIMS, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER AND ALL OTHER PERSONS FOR ALL DAMAGES HEREUNDER (REGARDLESS OF THE CAUSE OR THEORY OF LIABILITY) SHALL NOT IN ANY EVENT EXCEED A SUM EQUAL TO * Confidential Treatment Requested 10 THE AGGREGATE AMOUNT PAID BY TENGION TO WFUHS UNDER THIS AGREEMENT. THE FACT THAT TENGION SHALL HAVE ALREADY MADE THE RESEARCH FUNDING PAYMENTS DESCRIBED IN THE PREVIOUS SENTENCE SHALL NOT BE CONSTRUED TO MEAN THAT TENGION SHALL HAVE ALREADY EXHAUSTED ITS LIABILITY UNDER THIS PARAGRAPH.

Representations and Warranties Limitation of Liability. Each of us hereby represents and warrants that: • it has full power and authority to enter into this Agreement and to perform its obligations hereunder;.

Representations and Warranties Limitation of Liability. 16.1 Distributor represents and warrants to and covenants with the Company as of the date hereof and continuing until the termination of this Agreement that: (i) Distributor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;

Representations and Warranties Limitation of Liability. 8.1 [***]. 8.2 Licensee acknowledges and agrees that (i) the consideration from Licensee to Harvard under this Agreement is in exchange for the license granted under Section 2.1 solely to Harvard’s interests in and to the Patent Rights, and in respect of no other intellectual property owned or controlled by Harvard, and (ii) Harvard is under no obligation under this Agreement to license any additional intellectual property to Licensee.

Representations and Warranties Limitation of Liability. The following provisions relate to representations and warranties by the Parties made in connection with this Agreement and the Supply Agreement:

Representations and Warranties Limitation of Liability. 9.1 Each party hereby represents and warrants that: (a) it is a corporation duly organized and validly existing and in good standing under the laws of the state of its incorporation, (b) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (c) it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement; and (d) the services to be rendered by each party under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party. 9.2 ▇▇▇▇▇▇.▇▇▇ will remain solely responsible for the operation of the ▇▇▇▇▇▇.▇▇▇ Site, and iVillage will remain solely responsible for the operation of the Network. Each Party (a) acknowledges that the ▇▇▇▇▇▇.▇▇▇ Web Site and the Network may be subject to temporary shutdowns due to causes beyond the operating Party's reasonable control, and (b) subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service. EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (A) THE AMOUNT OF SALES THAT ▇▇▇▇▇▇.▇▇▇ MAY GENERATE DURING THE TERM, AND (B) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. 9.3 NEITHER ▇▇▇▇▇▇.▇▇▇ NOR iVILLAGE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. EACH PARTY'S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT (EXCEPT FOR LIABILITIES ARISING UNDER SECTION 13 OR RESULTING FROM THE PARTY'S WILLFUL MISCONDUCT), WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS TO BE PAID BY ▇▇▇▇▇▇▇.▇▇▇ UNDER SECTION 7.

Representations and Warranties Limitation of Liability. PROVIDER represents and warrants that all Kits supplied hereunder shall be (a) manufactured in accordance with Applicable Law and (b) free from defects under normal use and that all work under this agreement will comply with all applicable federal, state and local laws and regulations. PROVIDER SHALL NOT BE LIABLE TO A&M SYSTEM FOR AMOUNTS IN EXCESS OF THE GREATER OF (A) THE AMOUNTS ACTUALLY PAID TO A&M SYSTEM HEREUNDER IN THE IMMEDIATELY PRECEDING TWELVE MONTHS OR (B) ONE MILLION DOLLARS ($1,000,000), OR TO THE EXTENT AUTHORIZED UNDER THE CONSTITUTION OR THE LAWS OF THE STATE OF TEXAS, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.