Warranties Sample Clauses
A warranties clause sets out the specific promises or assurances made by one or both parties regarding the condition, quality, or performance of goods, services, or other contractual obligations. In practice, this clause may require a seller to guarantee that products are free from defects or that services will be performed to a certain standard, and it can outline remedies if these assurances are not met. The core function of a warranties clause is to allocate risk and provide recourse if the warranted conditions are not satisfied, thereby protecting the interests of the receiving party and clarifying expectations.
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Warranties. The Service Provider warrants that: It is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to provide fully and satisfactorily, within the stipulated completion period, all the Services in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official of IOM or any third party has received from, will be offered by, or will receive from the Service Provider any direct or indirect benefit arising from the Agreement or award thereof; It has not misrepresented or concealed any material facts in the procurement of this Agreement; The Service Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded agreements by IOM; It will maintain reasonable and appropriate organizational, administrative, physical, and technical safeguards to ensure the integrity and confidentiality of the information shared pursuant to this Agreement. The safeguards shall be designed to protect against any foreseeable threats or risks to the security and integrity of such information as well as the unauthorized access, use or disclosure thereof. If requested by IOM at any time during the term of this Agreement, the Service Provider shall provide IOM with copies of its policies, protocols, records, and other relevant materials implementing the safeguards; It has or shall take out relevant insurance coverage for the period the Services are provided under this Agreement; The Prices specified in this Agreement shall constitute the sole remuneration in connection with this Agreement. The Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations thereunder. The Service Provider shall ensure that any subcontractors, as well as the personnel and agents of either of them, similarly, shall not receive any such additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Service Provider becomes aware of any situation where IOM’s l...
Warranties. 7.1 Each Collaboration Supplier warrant and represent that:
7.1.1 it has full capacity and authority and all necessary consents (including but not limited to, if its processes require, the consent of its parent company) to enter into and to perform this Agreement and that this Agreement is executed by an authorised representative of the Collaboration Supplier
7.1.2 its obligations will be performed by appropriately experienced, qualified and trained personnel with all due skill, care and diligence including but not limited to good industry practice and (without limiting the generality of this clause 7) in accordance with its own established internal processes
7.2 Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to fitness for purpose) are excluded to the extent permitted by law.
Warranties. (a) Company warrants that Cloud Service will perform substantially in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement.
(b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services.
(c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee.
(d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nucle...
Warranties. The Assignor warrants and undertakes that, as at the date of this Agreement:
(a) the Work does not contain any plagiarism; the Work is the original work of the Author/s, and has not been copied wholly or substantially from any other work or material or any other source; ▇▇▇▇▇▇▇ Science Publishers uses the iThenticate software to detect instances of overlapping and similar text in submitted manuscripts. iThenticate software checks content against a database of periodicals, the Internet, and a comprehensive article database.
(b) the Assignor is the sole legal and beneficial owner of the rights purported to be assigned pursuant to this Agreement, and (if applicable) the Assignor has obtained any and all necessary assignments or other permissions from co-authors and/or employers to ensure that the Assignor is able to comply with its obligations and to assign the rights purported to be assigned pursuant to this Agreement;
(c) the Assignor is exclusively entitled to give all warranties, indemnities, assurances, confirmations, waivers and agreements set out in this Agreement;
(d) the Work has not been published by any third party, or submitted to any third party for consideration for publication, and will not be published by any third party or submitted to any third party for consideration by or on behalf of the Assignor or any of the Author/s;
(e) once the Work has been submitted to ▇▇▇▇▇▇▇ Science for publication in accordance with clause 4, the Assignor will not attempt to withdraw the Work from publication;
(f) the Assignor has not assigned or granted to any third party any of the rights assigned or granted pursuant to this Agreement;
(g) the exploitation of the rights assigned or granted by this Agreement will not infringe the rights of any third party, including without limitation, any third party intellectual property rights and any rights to register the same;
(h) the Assignor is unaware of any infringement, or likely infringement, of any of the rights assigned or granted pursuant to this Agreement;
(i) the rights assigned by this Agreement are free from any security interest, option, mortgage, charge or lien;
(j) the Work is factually accurate and contains no matter which is scandalous, libellous, unlawful, or otherwise actionable;
(k) there are no actual or potential conflicts of interest, except as specified in Schedule 1: Details of the Work;
(l) there has been no financial contribution to the Work, except as specified in Schedule 1: Details of the Wo...
Warranties. Seller warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is d...
Warranties. 17.1 This license and the associated INVENTION are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.
17.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, SUBLICENSEES, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, SUBLICENSEES, JOINT VENTURES OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES.
17.3 Nothing in this AGREEMENT is or will be construed as:
(a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or
(b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or
(c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 18; or
(d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein, regardless of whether such patents are dominant or subordinate to REGENTS’ PATENT RIGHTS; or
(e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.
Warranties. If, prior to the Accounting Agent’s calculation of the current NAV, the Trust or its third-party agent notifies the Accounting Agent that any of its accounting services are erroneous in any material respect, the Accounting Agent shall endeavor in a timely manner to correct such failure. Third-parties that are selected by and approved by the Trust and from which the Accounting Agent may obtain certain data included in the accounting services are solely responsible for the contents of such data and the Trust agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof.
Warranties. 9.1 NCR Voyix warrants that the Service and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption.
9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.
Warranties. Publisher makes no representations or warranties with respect to the licensed material.
Warranties. 8.1 The Sellers represent and warrant jointly and severally to the Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable.
8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excluded.
8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement.
8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement.
8.5 Each of the Sellers undertakes with the Buyer that -
(a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and
(b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement.
8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand -
(a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or
(b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses w...