Warranties. 11.1 Lonza warrants that: 11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws; 11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party; 11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery; 11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility; 11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement; 11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement; 11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and 11.2 Customer warrants that: 11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights; 11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and 11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 6 contracts
Sources: Development and Manufacturing Services Agreement (Vaxcyte, Inc.), Development and Manufacturing Services Agreement (Vaxcyte, Inc.), Development and Manufacturing Services Agreement (Vaxcyte, Inc.)
Warranties. 11.1 Lonza 6.1 The Beneficiary warrants and represents to the PCC that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 6.1.1 it has the necessary corporate authorizations right, power and authority to enter into this Agreement and to perform its obligations under this Agreement;
11.1.6 Lonza 6.1.2 all information provided by the Beneficiary to the PCC is at the Commencement Date true and accurate and that it is not aware, having made all reasonable enquiries and to the best of its knowledge and belief, that any change will occur after the Commencement Date which will render that information untrue or misleading in any respect and that there has never been debarred under no material adverse change in the Generic Drug Enforcement Act business, assets, operation or prospects of 1992, 21 U.S.C. Sec. 335a the Beneficiary that will affect the Project (aor any Funded Service) or since the date any information was provided;
6.1.3 it shall comply with (band shall ensure that the Funded Services meet) the statutory duties to safeguard vulnerable adults and children;
6.1.4 it shall ensure that it has relevant organisational policies (including whistleblowing; safeguarding; diversity and equality; environmental; information security and data security protocols) (the “ActOrganisational Policies”). In ) in place to deliver the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Funded Services in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to accordance with this Agreement;
11.1.7 subject 6.1.5 it shall ensure the Organisational Policies are regularly reviewed and kept up to payment date by appropriately senior staff and confirmed by the Beneficiary’s board or trustee(s);
6.1.6 it shall ensure that all staff are aware of undisputed invoices, title the Organisational Policies and of how to raise any concerns with them;
6.1.7 it has undertaken all Product appropriate disclosure checks through the DBS and all New Customer has no reason to believe that any Relevant Staff are barred from providing the Regulated Activity in accordance with the provisions of the Safeguarding Vulnerable Groups Act 2006;
6.1.8 none of the information provided by the Beneficiary to the PCC infringes the Intellectual Property provided to Customer under this Agreement shall pass free and clear Rights of any security interest, lien or other encumbrance in favour of Lonzathird party; and
11.2 Customer warrants that6.1.9 any services (including Funded Services) included within the Project will be performed:
11.2.1 (a) by suitably qualified and competent personnel who shall exercise all due skill and care and all due diligence in the execution of those services;
(b) in accordance with Good Industry Practice;
(c) so as to conform with all applicable Law relating to those services and the Project.
6.2 The Beneficiary shall notify the PCC in writing as soon as it is reasonably able upon becoming aware of any breach of any warranty or representation set out in Clause 6.1. When notifying the PCC of a breach the Beneficiary shall use all reasonable endeavours to provide such documentation, information, details and assistance in respect of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or breach that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementPCC may reasonably request.
Appears in 5 contracts
Sources: Grant Agreement, Community Chest Funding Agreement, Funding Agreement
Warranties. 11.1 Lonza 4.1 The Service Provider warrants that:
11.1.1 (a) 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 shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement;
(c) In all circumstances it shall act in the “Act”). In best interests of IOM;
(d) No official of IOM or any third party has received from, will be offered by, or will receive from the event that during Service Provider any direct or indirect benefit arising from the term Agreement or award thereof;
(e) It has not misrepresented or concealed any material facts in the procurement of this Agreement;
(f) The Service Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded agreements by IOM;
(g) It has or shall take out relevant insurance coverage for the period the Services are provided under this Agreement;
(h) It shall abide by the highest ethical standards in the performance of this Agreement, Lonza which includes not engaging in any discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child;
(i) becomes debarredThe Price specified in Article 3.1 of 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, suspendeddiscount 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, excludedas well as the personnel and agents of either of them, sanctionedsimilarly, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event shall not receive any such additional remuneration.
4.2 The Service Provider further warrants that it becomes debarredshall:
a) Take all appropriate measures to prohibit and prevent actual, suspended, excluded, sanctioned, attempted and threatened sexual exploitation and abuse (SEA) by its employees or otherwise declared ineligible under the Act, any other persons engaged and controlled by it shall promptly cease all to perform activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement ( “other personnel”). For the purpose of this Agreement, SEA shall pass free and clear of include:
1. Exchanging any security interestmoney, lien goods, services, preferential treatment, job opportunities or other encumbrance advantages for sexual favours or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions.
2. Engaging in favour sexual activity with a person under the age of Lonza; and
11.2 Customer warrants that:
11.2.1 as 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the date concerned employee or other personnel.
b) Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries.
c) Report timely to IOM any allegations or suspicions of this Agreement to SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the best of the Customer’s knowledge and belief, the Customer person who has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;committed SEA.
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or d) Ensure that the use by Lonza thereof SEA provisions are included in all subcontracts.
e) Adhere to above commitments at all times. Failure to comply with (a)-(d) shall constitute grounds for the provision immediate termination of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
4.3 The above warranties shall survive the expiration or termination of this Agreement.
Appears in 5 contracts
Sources: Service Agreement, Service Agreement, Service Agreement
Warranties. 11.1 Lonza warrants Each Collaboration Supplier warrant and represent that:
11.1.1 the Services shall be performed in a professional : it has full capacity and workmanlike manner authority and in accordance with all Applicable Laws;
11.1.2 Lonza will necessary consents (including but not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batcheslimited to, if its processes require, the manufacture consent of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations parent company) to enter into and to perform this Agreement;
11.1.6 Lonza has never been debarred under Agreement and that this Agreement is executed by an authorised representative of the Generic Drug Enforcement Act Collaboration Supplier 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 1992, 21 U.S.C. Sec. 335a (athis clause 7) or (b) (the “Act”). In the event that during the term of in accordance with its own established internal processes Except as expressly stated in this Agreement, Lonza all warranties and conditions, whether express or implied by statute, common law or otherwise (iincluding but not limited to fitness for purpose) becomes debarred, suspended, excluded, sanctionedare excluded to the extent permitted by law. Limitation of liability None of the parties exclude or limit their liability for death or personal injury resulting from negligence, or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services Act 1982. Nothing in this Agreement will exclude or limit the liability of any party for fraud or fraudulent misrepresentation. Subject always to clauses 8.1 and 8.2, the liability of the Buyer to any Collaboration Suppliers for all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than if made fraudulently), breach of statutory duty or otherwise declared ineligible under this Agreement (excluding Clause 6.4, which will be subject to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that limitations of liability set out in the event that it becomes debarredrelevant Contract) will be limited to [(£,000)]. Subject always to clauses 8.1 and 8.2, suspendedthe liability of each Collaboration Supplier for all claims (by way of indemnity or otherwise) arising whether in contract, excludedtort (including negligence), sanctionedmisrepresentation (other than if made fraudulently), breach of statutory duty or otherwise declared ineligible under this Agreement will be limited to [Buyer to specify]. Subject always to clauses 8.1, 8.2 and 8.6 and except in respect of liability under clause 6 (excluding clause 6.4, which will be subject to the Actlimitations of liability set out in the [relevant contract] [Call-Off Contract]), it shall promptly cease all activities in no event will any party be liable to any other for: indirect loss or damage special loss or damage consequential loss or damage loss of profits (whether direct or indirect) loss of turnover (whether direct or indirect) loss of business opportunities (whether direct or indirect) damage to goodwill (whether direct or indirect) Subject always to clauses 8.1 and 8.2, the provisions of clause 8.5 will not be taken as limiting the right of the Buyer to among other things, recover as a direct loss any: additional operational or administrative costs and expenses arising from a Collaboration Supplier’s Default wasted expenditure or charges rendered unnecessary or incurred by the Buyer arising from a Collaboration Supplier's Default Dispute resolution process All disputes between any of the parties arising out of or relating to this Agreement;
11.1.7 subject Agreement will be referred, by any party involved in the dispute, to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as the representatives of the date of this Agreement to parties specified in the best of Detailed Collaboration Plan. If the Customer’s knowledge and belief, dispute cannot be resolved by the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.parties' representatives nominated under clause
Appears in 4 contracts
Sources: Call Off Contract, G Cloud 13 Call Off Contract, Call Off Contract
Warranties. 11.1 Lonza 6.1 The Beneficiary warrants and represents to the PCC that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 6.1.1 it has the necessary corporate authorizations right, power and authority to enter into this Agreement and to perform its obligations under this Agreement;
11.1.6 Lonza 6.1.2 all information provided by the Beneficiary to the PCC is at the Commencement Date true and accurate and that it is not aware, having made all reasonable enquiries and to the best of its knowledge and belief, that any change will occur after the Commencement Date which will render that information untrue or misleading in any respect and that there has never been debarred under no material adverse change in the Generic Drug Enforcement Act business, assets, operation or prospects of 1992, 21 U.S.C. Sec. 335a the Beneficiary that will affect the Project (aor any Funded Service) or since the date any information was provided;
6.1.3 it shall comply with (band shall ensure that the Funded Services meet) the statutory duties to safeguard vulnerable adults and children;
6.1.4 it shall ensure that it has relevant organisational policies (including whistleblowing; safeguarding; diversity and equality; environmental; information security and data security protocols) (the “ActOrganisational Policies”). In ) in place to deliver the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Funded Services in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to accordance with this Agreement;
11.1.7 subject 6.1.5 it shall ensure the Organisational Policies are regularly reviewed and kept up to payment date by appropriately senior staff and confirmed by the Beneficiary’s board or trustee(s);
6.1.6 it shall ensure that all staff are aware of undisputed invoices, title the Organisational Policies and of how to raise any concerns with them;
6.1.7 it has undertaken all Product appropriate disclosure checks through the DBS and all New Customer has no reason to believe that any Relevant Staff are barred from providing the Regulated Activity in accordance with the provisions of the Safeguarding Vulnerable Groups ▇▇▇ ▇▇▇▇;
6.1.8 none of the information provided by the Beneficiary to the PCC infringes the Intellectual Property provided to Customer under this Agreement shall pass free and clear Rights of any security interest, lien or other encumbrance in favour of Lonzathird party; and
11.2 Customer warrants that6.1.9 any services (including Funded Services) included within the Project will be performed:
11.2.1 (a) by suitably qualified and competent personnel who shall exercise all due skill and care and all due diligence in the execution of those services;
(b) in accordance with Good Industry Practice;
(c) so as to conform with all applicable Law relating to those services and the Project.
6.2 The Beneficiary shall notify the PCC in writing as soon as it is reasonably able upon becoming aware of any breach of any warranty or representation set out in Clause 6.1. When notifying the PCC of a breach the Beneficiary shall use all reasonable endeavours to provide such documentation, information, details and assistance in respect of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or breach that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementPCC may reasonably request.
Appears in 4 contracts
Sources: Funding Agreement, Funding Agreement, Funding Agreement
Warranties. 11.1 Lonza 9.1 The Provider warrants to the Client that:
11.1.1 a) the Services shall be performed in a professional Provider has the legal right and workmanlike manner authority to enter into the Agreement and to perform its obligations under the Agreement;
b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under the Agreement;
c) the Platform will incorporate security features reflecting the requirements of good industry practice: and
d) that the Hosted Services, when used by the Client in accordance with all Applicable Laws;
11.1.2 Lonza the Agreement, will not knowingly include in breach any laws, statutes or regulations applicable under the Manufacturing Process English law and will not infringe the Intellectual Property Rights of any elements that infringe any such intellectual or industrial property rights vested person in any Third Party;jurisdiction and under any applicable law.
11.1.3 except 9.2 The Client acknowledges that:
a) use of the Hosted Services is at the Client’s sole risk, that the Provider cannot and does not warrant that the service will meet all requirements of the Client, or that the operation of the Hosted Services will be uninterrupted or error- free.
b) the Hosted Services and anything related thereto are provided "as is" and "as available", with all faults and without warranty of any kind, and Provider hereby expressly disclaims all warranties and conditions with respect to any development services the Hosted Services and Engineering Batchesanything related thereto, either express, implied or statutory, including, but not limited to, the manufacture implied warranties and/or conditions of Product shall be performed in accordance with cGMP merchantability, of satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and will meet of non-infringement of third party rights. No oral or written information or advice given by the Specifications at the date of delivery;
11.1.4 it Provider or its Affiliate holds all necessary permitsshall mean or intend to create a warranty, approvalsexpress or implied.
c) complex software is never wholly free from defects, consents errors, bugs etc. nor entirely free from security vulnerabilities; and licenses subject to enable it the other provisions of the Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure or that the Hosted Services will be wholly free from defects, errors and/or bugs or that such defects shall be corrected promptly by the Provider.
d) the Hosted Services are designed to perform be compatible only with that software and those systems specified as compatible in the Hosted Services at Specification; and the Facility;Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
11.1.5 e) the Provider may not be able to ensure exactly 100% accuracy in results or go by the sharp 30-second verification time; these figures may vary slightly as the verification process can be delayed owing to heavy website traffic or the clarity of the verification document.
9.3 The Client warrants to the Provider that it has the necessary corporate authorizations legal right and authority to enter into the Agreement and to perform this Agreement;
11.1.6 Lonza has never been debarred its obligations under the Generic Drug Enforcement Act Agreement.
9.4 All of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In parties' warranties and representations in respect of the event that during subject matter of the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Agreement are expressly set out in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 4 contracts
Sources: Terms and Conditions, Terms and Conditions, Terms and Conditions
Warranties. 11.1 Lonza 4.1 Subject to Section 9.3 hereof, Licensor warrants to Licensee that:
11.1.1 : (i) Licensor has all rights necessary to provide the Services Software, Source Code, Documentation and Licensor Materials to Licensee and to perform the services as specified in this Agreement and warrants that such Software, Source Code, Documentation, Licensor Materials and services are free of all liens, claims, encumbrances and other restrictions, except as otherwise set forth in the Merger Agreement; (ii) the Software, Source Code, Documentation, Licensor Materials and services furnished by Licensor and Licensee’s use of the same hereunder do not violate or infringe the rights of any third party or the laws or regulations of any governmental or judicial authority; (iii) Licensee shall be performed in a professional entitled to use and workmanlike manner enjoy the benefit of the Software, Source Code, Documentation Licensor Materials and services, subject to and in accordance with this Agreement; (iv) Licensee’s use and possession of the Software, Source Code, Documentation, Licensor Materials and services hereunder shall not be adversely affected, interrupted or disturbed by Licensor or any entity asserting a claim under or through Licensor; (v) Licensor has all Applicable Laws;
11.1.2 Lonza will not knowingly include in rights necessary to grant the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into Licensee as set forth in Article 2; and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act (vi) Licensee’s exercise of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer its rights under this Agreement shall pass free and clear will not violate the proprietary or Intellectual Property Rights of any security interestthird party.
4.2 EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and beliefLICENSOR MAKES NO OTHER WARRANTIES, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementEXPRESSED OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ANY MATTER.
Appears in 4 contracts
Sources: Intellectual Property License Agreement, Intellectual Property License Agreement (Xyratex LTD), Intellectual Property License Agreement (Nstor Technologies Inc)
Warranties. 11.1 Lonza a. Seller’s Representations, Warranties and Covenants. Seller represents, warrants and covenants with Purchaser that:
11.1.1 i. Seller owns the Services Property, and is not precluded from entering into this Agreement or consummating the transactions described in this Agreement by the terms of any other contract, lease or agreement to which Seller is bound;
ii. The persons signing this Agreement on behalf of Seller have full power and authority to bind Seller;
iii. All necessary documents evidencing such power and authority shall be performed in provided to the Title Company and Purchaser at Closing;
iv. Seller will provide to Purchaser, at Closing, a professional and workmanlike manner and Foreign Investment Tax Certificate (“FIRPTA Certificate”) in accordance with all Applicable LawsSection 1445 of the Internal Revenue Code;
11.1.2 Lonza will not knowingly include v. Except as identified in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture Section 5d of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that Agreement during the term of this Agreement, Lonza (i) becomes debarredSeller shall not, suspendedwithout providing prior notice to Purchaser and having received the express written consent of Purchaser, excludedcommence any proceeding to change, sanctionedredefine, or otherwise declared ineligible modify any use, zoning, building, or code requirements applicable to the Property, or any portion thereof, or cause any additional title exceptions to be recorded against the Property which may not be removed by Seller prior to Closing;
vi. Except for the leases identified in Section 12 of this Agreement, there are no other agreements (written or oral) with respect to the Property, and all Property and personal property, general intangible property, and development documents have been delivered to the Purchaser and are true and correct in all material respects;
vii. To Seller’s knowledge, each of the development rights documents or agreements is in full force and effect, none of the parties thereto is in default of any of its obligations they are under, and no event has occurred that, without giving of notice or passage of time, or both, which constituted default they are under;
viii. Except for the leases identified in Section 12 of this Agreement and the possibility that relocation costs may be required to be paid, no Tenant or third party is entitled to free rent, abatement of rent, or other concession or allowance or work relative to the Property;
ix. To Seller’s knowledge, no Tenant or third party has made any claim under its lease or other agreement that Seller is in default thereunder, and that it is entitled to any refunds, credits, or services which it has not received or is not receiving, and no brokerage commission or other compensation is payable (or will, with the Act; Lonza passage of time or occurrence of any events or both, be payable) with respect to any lease;
x. Other than two current management agreements and the leases identified in Section 12, there are no service or maintenance contracts or management or leasing agreements (written or oral) relating to or affecting the Project;
xi. The Seller agrees to promptly notify Customerprovide Purchaser any documents described above coming into Seller’s possession or produced by Seller after the initial delivery above, and to continue to provide the same during the pendency of this agreement;
xii. Lonza also agrees No services, material, or work has been supplied to the Property in which payment has not been paid in full. Except as disclosed to Purchaser in Schedule “2” attached hereto, the Seller represents and warrants that Seller has no knowledge that there have ever been any Hazardous Materials used, handled, manufactured, generated, produced, stored, treated, processed, transferred, or disposed of at or on the Property, except in compliance with all applicable Environmental Laws;
xiii. Except as disclosed to Purchaser in Schedule “2” attached hereto, the event Seller represents and warrants that it becomes debarredhas received no notice that the Project is in violation of any Environmental Laws. No lien has been imposed on the Project by any federal, suspended, excluded, sanctionedstate, or otherwise declared ineligible under local government or quasi-governmental agency in connection with any violation with any Environmental Law, or the Actpresence of any Hazardous Materials on or off the Project;
xiv. Except as disclosed to Purchaser, in Schedule “2” attached hereto, the Seller represents and warrants that it shall promptly cease all activities is not aware of any pending or threaten litigation or proceedings before any administrative agencies in which any person or entity alleges the violation or threaten violation of any Environmental Law, or the presence, release, threat of release, or placement on or at the Project of any Hazardous Materials, or any facts that would give rise to any such action, nor has the Seller received notice that any governmental or quasi-governmental authority or any employee or agent thereof, has determined or requires an investigation to determine that there has been a violation of any Environmental Laws, at, on, or in connection with the Project or that there exists a presence, release, threat of release, or placement of any Hazardous Materials on or at the Project, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation, or disposal of any Hazardous Materials at the Project; nor has Seller received any request for inspection, request for information, notice, demand, administrative inquiry, or any formal or informal complaint or claim in respect to or connection in violation or threaten violation of any Environmental Laws or existence of Hazardous Materials relating to the Project or any facilities, operations, or activities conducted thereon or any business conducted in connection therewith.
xv. The representations and warranties of Seller set forth in this Agreement;
11.1.7 subject Agreement shall be true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. If the representations and warranties of Seller are not true and correct as of the Effective Date and as of the Closing Date, Purchaser shall not be obligated to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer perform under this Agreement and shall pass free receive a return of the ▇▇▇▇▇▇▇ Money. Seller, by having closed the sale of the Project, shall be deemed conclusively to have certified at Closing that all representations and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 warranties stated herein were true and correct on and as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementClosing Date.
Appears in 3 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Warranties. 11.1 Lonza 14.1 The Provider warrants to the Customer that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) ([the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer Provider has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement];
(b) [the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement]; and
(c) [the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement].
14.2 The Provider warrants to the Customer that:
(a) [the Platform and Hosted Services will conform in all[ material] respects with the Hosted Services Specification];
(b) [the Hosted Services will be free from Hosted Services Defects];
(c) [the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs]; and
(d) [the Platform will incorporate security features reflecting the requirements of good industry practice].
14.3 The Provider warrants to the Customer that the Hosted Services[, when used by the Customer in accordance with this Agreement,] will not breach [any laws, statutes or regulations applicable under English law].
14.4 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person [in any jurisdiction and under any applicable law].
14.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the Customer the right to use the Hosted Services in accordance with this Agreement.
14.6 The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
14.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
Appears in 3 contracts
Sources: Saas Agreement, Esg Saas Agreement, Saas Agreement
Warranties. 11.1 Lonza 14.1 The Provider warrants to the Customer that:
11.1.1 (a) the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it Provider has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
11.1.6 Lonza (b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and
(c) the Provider has never been debarred or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
14.2 The Provider warrants to the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a Customer that:
(a) or the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;
(b) the Hosted Services will be free from Hosted Services Defects;
(c) the “Act”). In application of Updates and Upgrades to the event Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services;
(d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(e) the Platform will incorporate security features reflecting the requirements of good industry practice.
14.3 The Provider warrants to the Customer that during the term of Hosted Services, when used by the Customer in accordance with this Agreement, Lonza (i) becomes debarredwill not breach any laws, suspendedstatutes or regulations applicable under English law.
14.4 The Provider warrants to the Customer that the Hosted Services, excluded, sanctioned, or otherwise declared ineligible under when used by the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Customer in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to accordance with this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing will not infringe the Intellectual Property rights Rights of any Third Party person in any jurisdiction and under any applicable law.
14.5 If the performance of the Services shall not infringe Provider reasonably determines, or any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or third party alleges, that the use of the Hosted Services by Lonza thereof the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the provision of Customer the right to use the Hosted Services infringes any Intellectual Property or other rights of any Third Party; andin accordance with this Agreement.
11.2.3 14.6 The Customer warrants to the Provider that it has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
14.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
Appears in 3 contracts
Sources: End User License Agreement (Eula), Terms & Conditions, End User License Agreement (Eula)
Warranties. 11.1 Lonza 8.1 The Seller hereby gives and makes to the Purchaser the warranties and representations set out below on the basis that:
8.1.1 the Seller acknowledges that this agreement is entered into by the Purchaser relying on each of such warranties and representations; and
8.1.2 the Purchaser will not be entitled to cancel this agreement as a consequence of the breach of any of such warranties or representations, unless the breach is a material one which goes to the root of this agreement and is incapable of being remedied by the payment of monetary compensation or otherwise, or if so capable of being remedied, the Seller fails so to remedy the breach within thirty (30) days of receipt of written notice calling upon it so to do.
8.2 If any dispute shall arise as to whether:
8.2.1 any breach is a material breach which goes to the root of the agreement; or
8.2.2 the breach is incapable of being remedied by the payment of monetary compensation or otherwise; or
8.2.3 if it is capable of being remedied by the payment of monetary compensation or otherwise, whether the Seller has failed to do so within the specified period, then such dispute shall be referred for determination, mutatis mutandis, in accordance with the provisions of 13 below.
8.3 The Seller warrants that:
11.1.1 8.3.1 it is the Services shall sole and beneficial owner of the business and is entitled to sell and pass ownership of the business and the sale assets to the Purchaser;
8.3.2 save as may be performed specifically set out herein, none of the sale assets are, or as at the closing date will be, subject to any lien, hypothec or encumbrance and the Seller is able to give free and unfettered title thereof to the Purchaser;
8.3.3 no person has, nor will any person on the effective date have, any option or right to acquire any of the sale assets or any other assets of the business other than in the ordinary and normal course of business;
8.3.4 the Seller is not in default of any material obligation affecting the business, whether under this agreement or under any legislation;
8.3.5 no person who has any claim in connection with the business, has instituted proceedings in a professional and workmanlike manner and division of the High Court and/or in accordance with all Applicable Lawsany Magistrate's Court having jurisdiction, nor is the Seller aware of any circumstances which may give rise thereto;
11.1.2 Lonza 8.3.6 all of the fixed assets comprising the business will not knowingly include be in good and proper working order;
8.3.7 all of the marks used in the Manufacturing Process business have been disclosed and sold to the Purchaser;
8.3.8 it has not sold or otherwise disposed of or encumbered any elements that infringe of the rights attaching to the name/s (nor purported nor agreed to do so) to any such intellectual person other than the Purchaser, nor has it granted any right, licence, option or industrial property rights vested privilege with respect thereto, nor encumbered the name/s in any Third Partyway;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement 8.3.9 to the best of the Customer’s Seller's knowledge and belief, the Customer has all use of the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property name/s does not infringe, nor will it infringe any rights of any Third Party third party;
8.3.10 no other person has the right to exploit the rights attaching to the name/s and to the best of the Seller's knowledge and belief, there is nothing which will preclude the Purchaser from exploiting such rights at any time;
8.3.11 no person save as contemplated in this agreement, has nor will on the effective date, have any right to participate in any of the revenues or profits generated pursuant to the exploitation of the name/s acquired in terms hereof;
8.3.12 to the best of the Seller's knowledge and belief, the use of the name/s by the Purchaser will be unimpeachable by any third party;
8.3.13 to the best of the Seller's knowledge and belief, there is no infringement or suspected infringement of the rights to the name/s;
8.3.14 between the effective date and the performance closing date, the Seller will not have done anything or do anything which could prejudice the rights to the name/s in any way whatsoever;
8.3.15 between the effective date and the closing date, the Seller will not bind the business to any agreement of any nature whatsoever, other than in the ordinary and regular course of business;
8.3.16 all amounts owing by the Seller in respect of VAT payable for transactions concluded by or on behalf of the Services shall not infringe business and all regional service council levies due for all periods up to the effective date will have been paid and the Seller hereby indemnifies the Purchaser against any Third Party Intellectual Property rightsliability arising in respect thereof;
11.2.2 Customer 8.3.17 to the best of the Seller's knowledge and belief, the Seller has disclosed to the Purchaser all material facts and circumstances which are or might be material to a purchaser of the business;
8.3.18 the tangible assets of the business are fully insured against all risks and such insurance will promptly notify Lonza not expire until a period being at least 30 (thirty) days after the closing date;
8.3.19 there are no liabilities of the Seller, actual or contingent or conditional, which are not disclosed in writing if it receives or is notified of a formal written claim from a Third Party the effective day accounts;
8.3.20 to the extent that Customer Information any pension and/or Customer Intellectual Property or that the use by Lonza thereof provident fund exists for the provision benefit of employees of the Services infringes business, such pension and/or provident fund is fully funded;
8.3.21 it will discharge the sale liabilities according to their tenor and hereby indemnifies and holds the Purchaser harmless against any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementclaims in respect thereof.
Appears in 3 contracts
Sources: Sale of Business Agreement, Sale of Business Agreement, Sale of Business Agreement
Warranties. 11.1 Lonza Ticketmaster warrants that:
11.1.1 to User that it is the Services shall owner of the System end the ▇▇▇▇ (or claims ownership rights to the ▇▇▇▇) and has the right to grant this license to User. Ticketmaster further warrants that the System to be performed installed in the Market Area will be substantially the same as, and will be capable of performing (if used with the same equipment and subject to limitations based on size and capacity) as, the basic system currently being operated by Ticketmaster and its licensees in San Francisco and Philadelphia. The System does not include certain custom enhancements such as direct line credit card authorization, disaster recovery, off-line archiving of accounts, nitrun, remote VAXNET software and the TM fraud program, all of which may be purchased separately. IN THE EVENT OF ANY BREACH OF THE WARRANTY CONTAINED IN THE PREVIOUS SENTENCE, TICKETMASTER’S SOLE RESPONSIBILITY SHALL BE TO USE ITS BEST EFFORTS TO CORRECT THE SYSTEM SO THAT IT PERFORMS IN ALL MATERIAL RESPECTS IN THE MANNER DESCRIBED ABOVE. THE WARRANTIES CONTAINED IN THIS PARAGRAPH 8 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. User hereby warrants to Ticketmaster that (i) it is a professional duly organized and workmanlike manner validly existing limited partnership under the laws of the State of Maryland; (ii) it has all necessary power and authority to execute and perform this Agreement in accordance with all Applicable Laws;
11.1.2 Lonza its terms; (iii) the execution and performance of this Agreement by it will not knowingly include in the Manufacturing Process breach, constitute a default under or violate any elements that infringe of User’s governing instruments or any such intellectual agreement to which it is a party or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall by which its assets may be performed bound; (iv) this Agreement is enforceable against User in accordance with cGMP its terms; and will meet the Specifications at the date (v) no approvals or consents of delivery;
11.1.4 it or its Affiliate holds all any third party (including any government agency) is necessary permits, approvals, consents in order for User to execute and licenses to enable it deliver this Agreement and to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementhereunder.
Appears in 3 contracts
Sources: License Agreement (Ticketmaster), License Agreement (Ticketmaster), License Agreement (Ticketmaster)
Warranties. 11.1 Lonza 8.1 The Customer warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 (a) it has the necessary corporate authorizations full capacity and authority to enter into and perform this AgreementAgreement and that this Agreement is executed by a duly authorised representative of the Customer;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (it has the “Act”). In authority to grant any rights to be granted to Ultima under this Agreement and it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to Ultima and any of its subcontractors, any materials reasonably necessary for the event that during the term fulfilment of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible all its obligations under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject (c) Ultima's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials supplied by the Customer (including any hardware or software supplied by the Customer to payment of undisputed invoicesUltima for such use) shall not cause Ultima to infringe the rights, title to all Product and all New Customer including any Intellectual Property provided to Customer under this Agreement shall pass free and clear Rights, of any security interest, lien or other encumbrance in favour of Lonzathird party; and
11.2 Customer (d) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by Ultima or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by ▇▇▇▇▇▇.
8.2 Ultima warrants that:
11.2.1 as of (a) it has the date of full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of Ultima;
(b) it owns or has obtained valid licences, consents, permissions and rights to the best enable Ultima to comply with this Agreement and to use any of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and Ultima shall not breach the provisions of any Third Party such necessary licences, consents, permissions and rights or cause the performance same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the Customer's use of any Ultima materials, including any materials supplied by Ultima to the Customer (but excluding any third-party materials), shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Customer’s use of the Services shall is at its own risk. Ultima does not infringe make, and hereby disclaims, any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives and all other express and/or implied warranties, statutory or is notified otherwise, including, but not limited to, warranties of merchantability, fitness for a formal written claim particular purpose and any warranties arising from a Third Party that Customer Information and/or Customer Intellectual Property course of dealing, usage, or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementtrade practice.
Appears in 3 contracts
Sources: Services Agreement, Services Agreement, Services Agreement
Warranties. 11.1 Lonza 13.1. The Company warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or The Works will conform to the Statement of Work; and
(b) The Goods will be free from material defects at the time of installation and for the Warranty Period.
13.2. The Company will repair or make good any defects in its Workmanship arising within one year following completion of the Workmanship for which the defect is claimed (the “ActWorkmanship Guarantee”). In The Workmanship Guarantee is subject to the event that during following conditions:
(a) The Company is not liable to carry out any remedial work under the term Workmanship Guarantee unless we receive written notice from the Customer of the claim within seven days after discovery of the defect.
(b) The Workmanship Guarantee does not apply to the Goods (for which the Customer acknowledges clause 13.1(b) applies).
(c) The Company’s liability in respect of all claims arising from the Workmanship Guarantee will be limited to the labour value of the Workmanship.
(d) The Workmanship Guarantee does not cover any occurrence which would normally be covered by the Customer’s public liability insurance or any other form of insurance.
(e) The Workmanship Guarantee does not apply where alterations or repairs are made by the Customer or any third party to the Works without the knowledge and prior written consent of the Company (and without the Company first having the opportunity to remedy the same to its satisfaction).
(f) The benefit of the Workmanship Guarantee is not assignable by the Customer to any other person.
(g) The Workmanship Guarantee does not apply until the Works have been completed in full and the Customer has made all payments owing to the Company.
13.3. The Customer acknowledges that:
(a) no representations or warranties about the subject matter of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctionedagreement have been made by, or otherwise declared ineligible under on behalf of, the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of LonzaCompany; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, (b) the Customer has all not relied on any representations or warranties about the rights necessary subject matter of this agreement, except as expressly provided in this agreement.
13.4. The Company will not be liable to permit Lonza to perform the Services without infringing the Intellectual Property rights of Customer for any Third Party and the performance indirect, special, incidental, or consequential loss or damage, however caused.
13.5. The maximum liability of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza Company in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that relation to the use by Lonza thereof for the provision supply of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Works will not exceed the amount paid by the Customer has the necessary corporate authorizations to enter into this Agreementfor such Works.
Appears in 3 contracts
Sources: Terms of Trade, Confidentiality Agreement, Confidentiality Agreement
Warranties. 11.1 Lonza Each Party hereby represents and warrants that:
11.1.1 to the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements other Party that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds has all necessary permitspower and authority to execute and deliver this Agreement, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform its obligations under this Agreement;
11.1.6 Lonza has never been debarred under , and to consummate the Generic Drug Enforcement Act of 1992transactions contemplated by this Agreement. Each Party further represents and warrants, 21 U.S.C. Sec. 335a and covenants, as applicable, to the other Party that (a) or (b) (the “Act”). In the event that during the term execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action applicable to such Party, and no other corporate action is necessary to authorize such Party’s execution and performance of this Agreement, Lonza and (b) it will at all times comply with all Laws which are applicable to it in its performance of its obligations and exercise of its rights under this Agreement. DWA and its Affiliates also represent and warrant that: (i) becomes debarredthe versions of the Software included in the Contributed DWA Technology constitute the same versions of such Software that DWA and its Affiliates use (i.e., suspendedhave deployed in their production environment) to create animated Feature Films for the United States and other territories as of the Effective Date, excluded, sanctioned, except to the extent that DWA modifies such Software with the Company’s approval or otherwise declared ineligible in order to operate in the Company’s environment pursuant to a Statement of Work under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, Consulting and Training Services Agreement or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free or the Onshore Technology License, (ii) as between DWA SKG, DWA LLC, and clear their respective Affiliates (but not as between, on the one hand, any of DWA SKG, DWA LLC or their respective Affiliates and, on the other hand, any security interestthird Person), lien DWA LLC owns or other encumbrance controls or otherwise has the right to license the applicable Intellectual Property Rights in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement and to the best DWA IP and otherwise grant the Licenses provided under this Agreement, subject to Third Person Rights as expressly set forth in Section 2.7, and (iii) neither DWA nor its Affiliates has, and none of them will, grant to any third Person or exercise themselves any of Company’s rights for an exclusive license to the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party English language Trademark ORIENTAL DREAMWORKS and the performance of “Panda in the Services shall not infringe Moon” logo Trademark in such other jurisdictions that may be added to the Territory pursuant to Section 1.95 hereof, including licensing the English language Trademark ORIENTAL DREAMWORKS and the “Panda in the Moon” logo Trademark to any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza third Persons in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementsuch jurisdiction.
Appears in 3 contracts
Sources: License Agreement, License Agreement (DreamWorks Animation SKG, Inc.), Transaction and Contribution Agreement (DreamWorks Animation SKG, Inc.)
Warranties. 11.1 Lonza 7.1 Each Party represents and warrants to the other Party that:: (a) it has the full power and authority to enter into this Agreement and perform its obligations under this Agreement; and (b) the execution, delivery and performance of this Agreement by it does not violate, conflict with or constitute a default under any agreement or instrument to which it is a party or by which it is bound, or any applicable Law, regulation or order of any court or other tribunal, except where such violation, conflict or default would not materially impair such Party’s performance of its obligations or the other Party’s enjoyment of its rights under this Agreement.
11.1.1 7.2 Company further warrants to Customer that: (a) the Subscription Services shall be performed in a professional and workmanlike manner and will function substantially in accordance with all Applicable Laws;
11.1.2 Lonza the applicable Documentation; and (b) it will use a generally commercially available virus detection or scanning program to test the Subscription Services for the presence of viruses. In the event of any nonconformance with any of the warranties specified in this Section 7.2, Customer will promptly (and in no event later than thirty (30) days after the non-conforming services were provided) notify Company of such nonconformance and Company will, following receipt of such notice from Customer, use commercially reasonable efforts to make available to Customer a conforming version of the Subscription Service. If Company fails to do so within thirty (30) days, and such nonconformance has the effect of materially diminishing the functionality and value of the Subscription Services as a whole, then Customer shall have the right to terminate this Agreement upon notice and recover the subscription fees paid to Company, pursuant to Section 10.7(d); provided, however, that such termination shall not knowingly include be permitted if, within such thirty (30) day period, Company has provided Customer with reasonable assurances that such nonconformance will be remedied within a reasonable period of time. The foregoing sets forth the exclusive remedies of Customer, and the sole liability of Company, in the Manufacturing Process event of any elements that infringe nonconformance with any such intellectual of the warranties set forth in this Section 7.2 or industrial property rights vested in any Third Party;
11.1.3 except otherwise with respect to any development services and Engineering Batcheserrors, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien service interruptions or other encumbrance in favour of Lonza; andproblems with the Subscription Services.
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief7.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementNEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY IS PROVIDING THE SUBSCRIPTION SERVICES AND SUPPORT SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND COMPANY DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBSCRIPTION SERVICES AND SUPPORT SERVICES OR THEIR PERFORMANCE HEREUNDER, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, COMPANY DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL MEET CUSTOMER’S EXPECTATIONS OR BE SECURE, ACCURATE, ERROR-FREE, OR OPERATE ON AN UNINTERRUPTED BASIS OR IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE OR SYSTEM. WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR ANY PROBLEMS WITH THE SUBSCRIPTION SERVICES OR SUPPORT SERVICES ATTRIBUTABLE TO THE INTERNET, FORCE MAJEURE OR CUSTOMER’S OR ANY AUTHORIZED USER’S NETWORK OR ABILITY TO ACCESS THE INTERNET.
Appears in 3 contracts
Sources: Master Subscription Agreement, Master Subscription Agreement, Master Subscription Agreement
Warranties. 11.1 Lonza 8.1. The Contractor warrants that:
11.1.1 8.1.1. it will at all times have adequate levels of resource to allow the performance of the Services in accordance with the terms of this Contract, including but not limited to the timescales for performance;
8.1.2. the Equipment and any associated software shall be performed free from material defects and will materially comply with any agreed specification(s);
8.1.3. it has and will for the duration of this Contract have all necessary licences, consents and authorisations or rights as may be provided for under any relevant legislation, regulations or administrative orders to provide the Services to the Customer;
8.1.4. the Services will (where relevant) meet or exceed the service levels set out in Schedule 1 and any applicable industry standards;
8.1.5. it will provide the Services in a timely, reliable and professional and workmanlike manner and will carry out its obligations in this Contract in accordance with all Applicable Lawsapplicable telecommunications, data protection and other laws, licences and regulations in force from time to time;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 8.1.6. it has the necessary corporate authorizations full right, power and authority to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under Contract in accordance with its terms, and such entry and performance does not and will not violate or infringe the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) intellectual property or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear other rights of any security interest, lien or other encumbrance in favour of Lonzapersons; and
11.2 8.1.7. it is not knowingly engaged in, and will not knowingly during the Term engage in, any business, relationship, contract or other activity which damages or tarnishes, or is likely to damage or tarnish, the reputation of the Customer;
8.1.8. in relation to this Contract and/or its subject matter, neither the Contractor nor any of its employees, sub-contractors or agents or others performing services on behalf of the Contractor has done (or agreed to do) or will do (or agree to do) anything which constitutes a breach by the Parties of any Bribery Legislation;
8.1.9. it has in place, and will at all times during the Term continue to have in place, adequate procedures designed to prevent any person associated with the Contractor from committing an offence under the Bribery Legislation and as a minimum such procedures comply, and will at all times during the Term comply, with the most recent guidance issued from time to time by the Secretary of State pursuant to the Bribery Act 2010; and
8.1.10. it will throughout the Term comply with, monitor and enforce the procedures referred to in Clause 8.1.8.
8.2. The Customer warrants that:
11.2.1 as of 8.2.1. subject to Clause 8.1.3, it has and will for the date duration of this Agreement to the best of the Customer’s knowledge Contract have all necessary licences, consents and beliefauthorisations or rights as may be provided for under any relevant legislation, the Customer has all the rights necessary to permit Lonza regulations or administrative orders to perform its obligations under this Contract; and
8.2.2. it has the Services without infringing full right, power and authority to enter into and perform this Contract in accordance with its terms, and such entry and performance does not and will not violate or infringe the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property intellectual property or other rights of any Third Party; andother persons.
11.2.3 Customer has 8.3. Specific warranties regarding any Equipment to be provided by the necessary corporate authorizations Contractor are set out in Schedule 5.
8.4. Specific warranties regarding any Services to enter into this Agreementbe provided by the Contractor (including but not limited to in relation to any software) are set out in Schedule 5.
Appears in 3 contracts
Sources: Managed Services Contract, Services Contract, Services Contract
Warranties. 11.1 Lonza 8.1 DataFix represents and warrants thatthe following which shall remain true and accurate until the expiration or effective termination of this Agreement:
11.1.1 the Services a) DataFix shall be performed in take all reasonable steps to ensure all computer and telecommunications hardware and software are operational 24 hours a professional and workmanlike manner and in accordance with all Applicable Lawsday, 7 days a week;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Partyb) DataFix has full right, power, and authority to enter into this Agreement and to perform its obligations under it;
11.1.3 except with respect c) DataFix is not under any obligation, contractual or otherwise, to request or obtain the consent of any development services person in order to enter into this Agreement and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of deliveryto perform DataFix’s obligations under it;
11.1.4 it or its Affiliate holds all necessary permitsd) DataFix is a corporation, approvalsduly organized, consents legally existing, in good standing and licenses to enable it to perform has not been dissolved under the Services at laws of the FacilityProvince of Ontario;
11.1.5 it e) DataFix has the necessary corporate authorizations power to enter into own its properties and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees assets and to promptly notify Customer. Lonza also agrees that in the event that carry on its business as it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product is now being conducted and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement;
f) DataFix is not a party to, or bound by any indenture, agreement (written or oral), instrument, license, permit or understanding or other obligation or restriction under the terms of which the execution, delivery or performance of this Agreement will constitute or result in a violation or breach or default.
8.2 Each Party additionally warrants to the other Party that it will comply with all applicable laws and regulations, including those related to privacy, that may apply to the activities contemplated herein or in association herewith.
8.3 EXCEPT AS SPECIFICALLY SET FORTH OR REFERENCED IN THIS AGREEMENT, THERE ARE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF EITHER PARTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER, INCLUDING ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
Appears in 3 contracts
Sources: Voter List Management Services Agreement, Voter List Management Services Agreement, Voter List Management Services Agreement
Warranties. 11.1 Lonza 10.1 Each Party warrants that it:
(a) is duly authorised to enter into and be bound by this Agreement and any Contract;
(b) has the authority to grant the licence rights provided to the other Party as set out in this Agreement and any Contract; and
(c) holds all licences, approvals and permits required by law to perform its obligations under this Agreement and any Contract.
10.2 The Supplier warrants that, to the best of the Supplier’s knowledge at the time that this Agreement is entered into, the Licensed Products do not infringe upon the Intellectual Property Rights of any Third Party.
10.3 In the event that the Client becomes aware of any allegation by a Third Party that the Licensed Products infringes upon a Third Party’s IPR, the Client shall promptly notify the Supplier in writing of the details of such allegation.
10.4 In the event that the Licensed Products are found to infringe upon the IPR of any Third Party, the Supplier shall, as soon as practicable, at its own election and expense:
11.1.1 (a) procure a licence for the Services shall Client to continue using the Licensed Products; or
(b) modify the Licensed Products to remove the part of the Licensed Products which are found to be performed in infringing; or
(c) replace the Licensed Product with equivalent functionality and performance.
10.5 Notwithstanding clause 10.4 above, the Supplier will have no liability to the Client for any Loss or Claim arising as a professional and workmanlike manner and in accordance with all Applicable Laws;result of:
11.1.2 Lonza will not knowingly include in (a) the Manufacturing Process any elements that Licensed Products being found to infringe any such intellectual or industrial property rights vested in upon the IPR of any Third Party;
11.1.3 except (b) the use of other than the latest unaltered version of the Licensed Products or the computer’s operating system on which the Licensed Products is designed to operate;
(c) any modification (whether by alteration, deletion, addition or otherwise) to the Licensed Products or any equipment on which the Licensed Products is installed, by persons other than the Supplier or its authorised representatives; or
(d) any integration or attempted integration or interoperation of the Licensed Products with any other software or equipment other than:
i. software or equipment supplied by the Supplier and expressly represented or designed to function in conjunction with and which integrates or interoperates with the Licensed Products; or
ii. the Application Package.
10.6 Sub-clauses 10.2 to 10.5 states the entire liability of the Supplier with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it infringement or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights alleged infringement of any Third Party; and
11.2.3 Customer has ’s rights of any kind by the necessary corporate authorizations to enter into this Agreementuse of the Licensed Products by the Client.
Appears in 3 contracts
Sources: Master Supply Agreement, Master Supply Agreement, Master Supply Agreement
Warranties. 11.1 Lonza 16.1 The Provider warrants to the Customer that:
11.1.1 (a) the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it Provider has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
11.1.6 Lonza (b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and
(c) the Provider has never been debarred or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
16.2 The Provider warrants to the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a Customer that:
(a) or the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;
(b) the Hosted Services will be free from Hosted Services Defects;
(c) the “Act”). In Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(d) the event Platform will incorporate security features reflecting the requirements of good industry practice.
16.3 The Provider warrants to the Customer that during the term of Hosted Services, when used by the Customer in accordance with this Agreement, Lonza (i) becomes debarredwill not breach any laws, suspendedstatutes or regulations applicable under English law.
16.4 The Provider warrants to the Customer that the Hosted Services, excluded, sanctioned, or otherwise declared ineligible under when used by the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Customer in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to accordance with this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing will not infringe the Intellectual Property rights Rights of any Third Party person in any jurisdiction and under any applicable law.
16.5 If the performance of the Services shall not infringe Provider reasonably determines, or any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or third party alleges, that the use of the Hosted Services by Lonza thereof the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the provision of Customer the right to use the Hosted Services infringes any Intellectual Property or other rights of any Third Party; andin accordance with this Agreement.
11.2.3 16.6 The Customer warrants to the Provider that it has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
16.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
Appears in 3 contracts
Sources: Service Agreement, Software License Agreement, sums.org Agreement
Warranties. 11.1 Lonza warrants that:
11.1.1 10.1 We warrant that during an applicable Subscription Term: (a) the Services shall will substantially perform as specified in the Documentation when used in accordance with the terms of this Agreement; (b) We will not materially reduce the overall level of beneficial service provided to you under the Service Level Agreement; (c) the Services have been properly tested for Malware and, to the best of Our knowledge (including without limitation scanning with current versions of industry-standard antivirus software) the Services, as delivered by Us, do not contain Malware; and (d) Professional Services will be performed in a professional professional, ▇▇▇▇▇▇▇- like manner with reasonable skill and workmanlike manner and care in accordance with all Applicable Laws;industry standards.
11.1.2 Lonza will not knowingly include 10.2 Our sole liability (and Your exclusive remedy) for any breach of the foregoing warranty shall be to correct the nonconformity, provide You with a functionally equivalent replacement or, in the Manufacturing Process any elements that infringe any case of Professional Services, reperform the nonconforming services, provided you have notified us of such intellectual nonconformity within thirty (30) days of the performance thereof. If We cannot reasonably make such correction, substitution or industrial property rights vested reperformance, as determined in any Third Party;
11.1.3 except with respect to any development services and Engineering BatchesOur sole discretion acting in good faith, We will refund You (or, in the case Your Subscription is purchased through an Authorized Reseller, arrange through such Authorized Reseller, the manufacture refund of) any prepaid fees covering the remainder of Product shall be performed in accordance with cGMP the Subscription Term for the nonconforming Service (or any Fees paid for the nonconforming Professional Services) and will meet terminate Your access to and use of the Specifications at affected Service for which You have received the date of delivery;refund.
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses 10.3 Each party hereby warrants to enable it to perform the Services at the Facility;
11.1.5 other that: (a) it has the necessary corporate authorizations authority to enter into and perform this the Agreement;
11.1.6 Lonza has never been debarred , to grant the rights granted by it under the Generic Drug Enforcement Act of 1992Agreement, 21 U.S.C. Sec. 335a (a) or and to perform its obligations under the Agreement; and (b) (the “Act”). In the event that it will comply with all applicable laws and regulations in effect during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible the Agreement as they apply to such party’s rights obligations under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
10.4 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Warranties. 11.1 Lonza Seller represents and warrants that:
11.1.1 that (a) the Deliverables will (i) conform with the specifications, drawings, descriptions and/or samples furnished or specified by Buyer, (ii) be free from defects in material, workmanship and design, (iii) be of good merchantable quality and fit and sufficient for the purposes intended, (iv) be free and clear of all liens, Claims (as defined below), security interests or other encumbrances, (v) be free of alleged or actual infringement or misappropriation of any third party's intellectual property and proprietary rights; and (vi) produced or provided in compliance with, and meet all requirements and standards of, all applicable foreign, federal, state, and local laws and regulations. As to Services, Seller warrants that (b) it possesses the requisite expertise, facilities and equipment necessary and appropriate to perform the Services, (c) the Services shall will be performed in a professional safe and workmanlike manner manner, and in accordance with all Applicable Laws;
11.1.2 Lonza (d) the Services will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP the highest standards in the industry. All warranties shall survive termination of these Terms as well as any inspection, testing, delivery, acceptance and will meet the Specifications at payment, or failure to inspect, test or discover any defect or other nonconformance. Any applicable statute of limitations runs from the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform Buyer's discovery of the Services at noncompliance of the Facility;
11.1.5 it has Deliverables with the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”)foregoing warranties. In addition to Buyer's entitlements from this warranty or statutory liability for defects, and other remedies available to Buyer in law or equity, Seller undertakes to pay to Buyer for each day of default a contractual penalty of 0.1 % of the event that during purchase price of the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that defective Deliverables in the event that it becomes debarredof default to comply with its obligations under warranty or statutory liability for defects (in addition to any possible discounts in the purchase price). NO ATTEMPT BY SELLER TO DISCLAIM, suspendedEXCLUDE, excludedLIMIT, sanctionedOR MODIFY ANY EXPRESS OR IMPLIED WARRANTIES OR SELLER'S LIABILITY FOR DIRECT, or otherwise declared ineligible under the ActINCIDENTAL, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementOR CONSEQUENTIAL DAMAGES SHALL BE OF ANY FORCE OR EFFECT.
Appears in 2 contracts
Sources: Purchase Order Agreement, Terms and Conditions of Purchase
Warranties. 11.1 Lonza 15.1 Each Party represents and warrants thatto the other Party as of the Effective Date:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 (a) it has the necessary all requisite corporate authorizations power and authority to enter into this Agreement and to perform its obligations under this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term execution of this AgreementAgreement and the performance by such Party of its obligations hereunder have been duly authorized by all necessary corporate action on the part of such Party;
(c) this Agreement is legally binding and enforceable on such Party in accordance with its terms, Lonza subject to all limitations of bankruptcy, liquidation, reorganization, insolvency, moratorium and enforcement of creditors’ rights generally, general principles of equity (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities including without limitation those relating to specific performance, injunctions and other remedies);
(d) the performance of this Agreement by it does not create a breach or default under any other agreement to which it is a party;
(e) all necessary consents, approvals, and authorizations of all government authorities, Regulatory Authorities and other persons required to be obtained by such Party as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained;
(f) no broker, finder or similar agent has been employed by or on behalf of such Party and no Third Party with which such Party has had any dealings or communications of any kind is entitled to any brokerage commission, finder’s fee or any similar compensation, in connection with this Agreement;
11.1.7 subject to payment of undisputed invoices(g) there are no pending or, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of such Party’s knowledge, threatened judicial, administrative or arbitral actions, claims, suits or proceedings pending as of the Customer’s knowledge and beliefEffective Date against such Party which, either individually or together with any other, will have a material adverse effect on the Customer has all the rights necessary to permit Lonza ability of such Party to perform its obligations under this Agreement or any agreement or instrument contemplated hereby.
15.2 UCB represents and warrants to Dermira as at the Services without infringing Effective Date:
(a) UCB or its Affiliates owns all right, title and interest in the Intellectual Property rights of Patent Rights listed in Schedule 14 and has not granted to any Third Party and a right which is still in force to Develop the performance of Product in the Services shall Development Indication, or to undertake any Dermira Commercial Activities or Medical Affairs activities to be undertaken by Dermira for the Product in the Promotion Indication or Development Indication in the Promotion Territory;
(b) UCB has not infringe granted to any Third Party Intellectual Property rightsany rights or licenses which are still in force under the Patent Rights listed in Schedule 14 or licensed under the Third Party Licenses, or under the Cimzia® Trademarks, or with respect to the Product and/or the UCB Background IP, that would conflict with the licenses granted to Dermira under this Agreement or rights of Dermira under Section 12, or constitute a grant of present or future right to such Third Party to Develop the Product in the Development Indication in the Development Territory, or to conduct the Dermira Commercial Activities or Medical Affairs activities in the Promotion Territory;
11.2.2 Customer will promptly notify Lonza in writing if it receives (c) there is no judgment by a court of competent jurisdiction against UCB with respect to patent infringement of the Patent Rights licensed by UCB to Dermira pursuant to Section 14 or is notified misappropiration of a formal written claim from a Third Party trade secret relating to the Product that Customer Information and/or Customer Intellectual Property or that would affect the use by Lonza thereof for the provision Development of the Services infringes any Intellectual Property Product in the Current Presentation in the Development Indication in the Development Territory, or other rights the Commercialisation of the Product in the Current Presentation in the Promotion Indication or the Development Indication in the Promotion Territory;
(d) [*] there are no existing or threatened claims or litigation with respect to patent infringement or misappropriation of a trade secret that would affect the Development of the Product in the Current Presentation in the Development Indication in the Development Territory, or the Commercialisation of the Product in the Promotion Indication or the Development Indication in the Promotion Territory. [*];
(e) [*] the Development of the Product in the Current Presentation in the Development Indication, and the sale and promotion of the Product in the Current Presentation in the Promotion Territory in the Development Indication and in the Promotion Indication, will not infringe an issued and unexpired Patent, which has not been held invalid or unenforceable, of any Third Party. [*];
(f) [*], UCB has not failed to disclose or otherwise make available to Dermira any available information concerning the quality, toxicity, safety and/or efficacy of the Product in the Current Presentation which would materially impair the utility and/or safety of the Product;
(g) UCB (i) has not received notice of breach of any the Third Party Licenses;(ii) is not aware of any fact or circumstance that would prohibit the grant of sublicenses to Dermira under the Third Party Licenses as required for Dermira to perform its activities contemplated under this Agreement; and (iii) in each instance in which the license granted by UCB to Dermira under this Agreement constitutes a sublicense under any Third Party Licence, has complied and/or will comply with its obligations under such Third Party Licence in connection with the grant of such sublicence; and
11.2.3 Customer (h) there is no Third Party claim or demand, litigation or proceeding which is pending or, to the knowledge of UCB, threatened, that challenges the validity, patentability or enforceability of any Patent Rights listed in Schedule 14.
15.3 Dermira represents and warrants to UCB as at the Effective Date that:
(a) neither Dermira nor any of its Affiliates is Developing or Commercialising a Competing Product in the Promotion Territory or the Development Territory;
(b) Dermira has not granted to any Third Party any rights or licenses which are still in force under the necessary corporate authorizations Dermira Background IP that would conflict with the licenses granted to enter into UCB under this Agreement or rights of UCB under Section 12, or constitute a grant of present or future right to such Third Party inconsistent with such rights granted by Dermira to UCB; and
(c) there are no pending or threatened judicial, administrative or arbitral actions, claims, suits or proceedings which, either individually or together with any other, would adversely affect Dermira’s ability to perform its Development or Commercialisation obligations or any other obligation of Dermira under this Agreement, or any agreement entered into pursuant to this Agreement; and
(d) Dermira makes no representation or warranty that the Dermira Background IP is valid, or that any Patent Rights within the Dermira Background IP that are patent applications will result in granted Patent Rights.
15.4 For the sake of clarity, except as expressly set forth in Section 15.2, UCB makes no representation or warranty that:
(a) the Product is safe or efficacious;
(b) [*];
(c) the UCB Background IP is valid;
(d) any Patent Rights within the UCB Background IP that are patent applications will result in granted Patent Rights; or
(e) in relation to the Product, any particular Product Labeling for the Product in the Promotion Indication or any Product Labeling or Regulatory Approval in Development Indication will be obtained anywhere in the Territory.
Appears in 2 contracts
Sources: Development and Commercialisation Agreement (Dermira, Inc.), Development and Commercialisation Agreement (Dermira, Inc.)
Warranties. 11.1 Lonza 8.1 The Vendor warrants that:
11.1.1 and undertakes to the Services shall be performed Purchaser that each of the Warranties is true and accurate in a professional all respects and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will is not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications misleading at the date of delivery;this Agreement.
11.1.4 it 8.2 The Warranties shall not in any respect be extinguished or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform affected by Completion.
8.3 The Vendor acknowledges that the Services at Purchaser has entered into this Agreement in reliance on representations in the Facility;
11.1.5 it has terms of the necessary corporate authorizations Warranties made by the Vendor with the intention of inducing the Purchaser to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of that accordingly the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer Purchaser has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use been induced by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations those representations to enter into this Agreement.
8.4 The Vendor undertakes to the Purchaser that, in the event of any claim being made against it for breach of the Warranties, it will not make any claim against the Companies or against any director, officer or employee of the Companies on which or on whom it may have relied before agreeing to any terms of this Agreement or authorising any statement in the Disclosure Letter. The Companies and any such director, officer or employee may enforce the terms of this Clause 8.4 in accordance with the Contracts (Rights of Third Parties) A▇▇ ▇▇▇▇, provided that, as a condition thereto, any such third party shall:-
8.4.1 obtain the prior written consent of the Purchaser; and
8.4.2 not be entitled to assign its rights under this Clause 8.4.
8.5 The Warranties:-
8.5.1 save for the Warranty 3.2 (share and loan capital) of Schedule 3, are subject to those matters fairly disclosed in the Disclosure Letter;
8.5.2 subject as provided in the Disclosure Letter, are separate and independent and, unless expressly provided to the contrary, are not limited or restricted by reference to or inference from the terms of any other provision of this Agreement or any other Warranty; and
8.5.3 where qualified by the knowledge, information, belief or awareness of the Vendor, is deemed to include a statement that such knowledge, information, belief or awareness has been acquired after due and careful enquiries by the Vendor in respect of the relevant subject matter of such Warranties.
8.6 None of the Warranties nor any provision in the Tax Covenant shall be, or shall be deemed to be, qualified, modified or discharged by reason of any investigation or inquiry made by or on behalf of the Purchaser and no information relating to the Companies of which the Purchaser has knowledge (whether actual or constructive), other than (in the case of the Warranties) by reason of its being fairly disclosed in the Disclosure Letter in accordance with this Agreement, shall prejudice any claim which the Purchaser shall be entitled to bring or shall operate to reduce any amount recoverable by the Purchaser under this Agreement.
8.7 The provisions of Schedule 4 shall (where relevant) apply to limit the liability of the Vendor under the Warranties and the Tax Covenant provided that the provisions of Schedule 4 shall not apply in respect of any claim arising out of any fraudulent or wilful non-disclosure on the part of the Vendor.
8.8 Without prejudice to the rights of the Purchaser to claim damages on any basis available to it or to any other right or remedy available to it, in the event of a Substantiated Claim for breach of any of the Warranties, with the result that the value of any asset (other than the fixed assets listed in Schedule 8) of either of the Companies is or becomes less than it would have been in the absence of such breach or either of the Companies incurs or will incur any liability (actual or contingent) which it would not have incurred, or which exceeds the amount it would have incurred, in the absence of any breach of any of the Warranties, then the Vendor undertakes, on demand by the Purchaser, to pay in cash to the Purchaser or the relevant Company (as the Purchaser directs) by way of damages an amount equal to the diminution in the value of any such asset (other than the fixed assets listed in Schedule 8) and/or costs, expenses and other liabilities incurred by the Purchaser and/or such Company directly or indirectly as a result of any breach of Warranty. “Substantiated Claim” means a Warranty Claim which is admitted by the Vendor or proved in a court of competent jurisdiction.
Appears in 2 contracts
Sources: Share Purchase Agreement (Mobile Pet Systems Inc), Share Purchase Agreement (Mobile Pet Systems Inc)
Warranties. 11.1 Lonza warrants thatTrilogic Investments Limited and Other Guarantors hereby make the following representations, statements and warranties to the Purchaser:
11.1.1 8.1 To the Services shall be performed knowledge and belief of and after all reasonable consultations by Trilogic Investments Limited and/or Other Guarantors, Trilogic Investments Limited and/or Other Guarantors has not become aware, or has received materials or have the brief that any matter relating to representation, statement or warranty made by Trilogic Investments Limited and/or Other Guarantors to Purchaser herein is untrue, incomplete or inaccurate.
8.2 Other than the written disclosure made to Purchaser by Trilogic Investments Limited and/or Other Guarantors prior to the date of this Agreement and accepted by Purchaser in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except written forms, with respect to any development services the representations, statements and Engineering Batcheswarranties (including but not limited to the warranties listed in Annex 3 hereto) made by Trilogic Investments Limited and/or Other Guarantors to Purchaser herein, the manufacture of Product shall be performed in accordance with cGMP such representations, statements and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents warranties are true and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of accurate from the date of this Agreement to the best Closing Date. Trilogic Investments Limited and/or Other Guarantors hereby understand and confirm that Purchaser enters into this Agreement in reliance upon such representations, statements and warranties, and Purchaser may regard them as the terms and conditions of this Agreement. The same applies before or on the Closing.
8.3 The representations, statements and warranties listed in each paragraph in Annex 3 hereto shall be deemed as separate and independent, and reference to any paragraph of this Agreement or any annex shall not be restricted, unless it is otherwise expressly stipulated herein. Each warranty will not affect any other warranty (unless it is otherwise expressly stipulated herein), and the provision of any warranty will not limit the extent and application of any provision on the relevant warranty.
8.4 On the date of this Agreement, the Group Companies do not directly or indirectly use any trademark, trade name, enterprise name, domain name or website address of any third party, affiliate, subsidiary or any other entity, or apply for registration of any similar word or design.
8.5 Immediately before or after the Closing, Trilogic Investments Limited and/or Other Guarantors shall notify Purchaser of any circumstance they become aware of which violates such representation, warranty or undertaking or which has any material or substantial inconformity to such representation, warranty or undertaking.
8.6 Trilogic Investments Limited and/or Other Guarantors hereby agree that, after the completion of the Customerdue diligence investigation, Purchaser may make certain amendment to Annex 3 hereto according to the result of such due diligence investigation, including but not limited to the addition of certain appropriate warranties and undertakings.
8.7 If it is found that any representation, warranty or undertaking made by Trilogic Investments Limited and/or Other Guarantors is untrue, misleading or inaccurate, or has not been fully performed, or Purchaser becomes aware that any circumstance does not conform to any representation, warranty or undertaking on or before the Closing Date, then Purchaser is not bound to complete the purchase of shares and may terminate this Agreement without any liability. The right granted to Purchaser in this Article 8.7 is additional, and will not affect any other right of Purchaser (including the right of claim and indemnification arising from breach or nonperformance of Trilogic Investments Limited and/or Other Guarantors), and Purchaser’s knowledge failure in exercise of such right will not constitute a waiver.
8.8 Unless it is otherwise stipulated herein or Trilogic Investments Limited and/or Other Guarantors have made a written disclosure to Purchaser and beliefsuch written disclosure has been accepted by Purchaser in written forms, Trilogic Investments Limited and/or Other Guarantors hereby undertake that they will indemnify Purchaser against and hold Purchaser harmless from all losses and liabilities arising from violation of any representation, warranty and undertaking hereunder by Seller and/or Other Guarantors, including but not limited to depreciation of assets, any amount payable by Purchaser or the Customer has Group Companies, or any costs and expenses incurred from such violation; provided, however, such indemnity will not affect any right or remedy of Purchaser arising from violation of such representation, warranty and undertaking, and the said rights and remedies are reserved by Purchaser. Upon the demand of Purchaser, Trilogic Investments Limited and/or Other Guarantors shall fully indemnify Purchaser against and hold Purchaser harmless from all liabilities, damages, costs, claims, depreciation of net assets, additional liabilities and all reasonable expenses resulting from the circumstance mentioned above.
8.9 Unless it is otherwise specifically stipulated herein, all representations, statements and warranties made by Trilogic Investments Limited and/or Other Guarantors to Purchaser shall still be effective after the Closing. The rights necessary and remedies of Purchaser with respect to permit Lonza violation of any relevant representation, statement and warranty by Trilogic Investments Limited and/or Other Guarantors shall not be affected by the Closing, cancellation of the transaction hereunder by Purchaser, Purchaser’s failure or delay to exercise any right or remedy, or any other event or circumstance of whatever nature, unless Purchaser gives a waiver in written forms. Purchaser’s individual exercise or partial exercise of any right will not preclude its further exercise of such right or any other right.
8.10 Purchaser may take any action with respect to violation of or noncompliance with any representation, statement or warranty by Trilogic Investments Limited and/or Other Guarantors before, on or after the Closing Date, and the Closing shall not constitute Purchaser’s waiver of any right at any aspect. 8.11
8.11.1 Upon demand of Purchaser, Trilogic Investments Limited and Other Guarantors shall procure Shi Haiyan to perform the Services without infringing obligations regarding 12% Equity of Guangzhou Yingzheng under Article 3.1.14 to the Intellectual Property satisfaction of Purchaser.
8.11.2 Upon demand of Purchaser, Trilogic Investments Limited and Other Guarantors shall procure Shi Haiyan to promptly execute the documents listed in Article 3.1.15 and transfer all rights and obligations under the relevant Package Agreements to ▇▇▇▇ ▇▇▇▇▇▇▇▇, in the substance and form to the satisfaction of Purchaser.
8.11.3 Upon demand of Purchaser, Trilogic Investments Limited and Other Guarantors shall procure Shi Haiyan to execute a Non-competition Commitment in the substance and form to the satisfaction of Purchaser, and procure Shi Haiyan not to operate any Third Party and business competing with the performance of business operated by the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementGroup Companies.
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (China Mobile Games & Entertainment Group LTD)
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Non-Clinical Batches (including the Technical Batches), the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 the manufacture of the Non-Clinical Batches (including the Technical Batches) shall be performed as required in the Project Plan;
11.1.5 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it 11.1.6 It has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 11.1.7 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 11.1.8 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 2 contracts
Sources: Development and Manufacturing Services Agreement (Vaxcyte, Inc.), Development and Manufacturing Services Agreement (SutroVax, Inc.)
Warranties. 11.1 Lonza Supplier warrants to Client that:
11.1.1 (a) It has full right and power to enter into and perform this Agreement without the consent of any third party, and its performance under this Agreement will not conflict with any other obligation Supplier may have to any other party;
(b) it shall perform the Services with reasonable care and shall be performed in a professional and workmanlike manner and in accordance with Good Industry Practice;
(c) it shall ensure that the Services (including all Deliverables) and Supplier’s performance of its obligations under this Agreement are in compliance at all times with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product (d) it shall be performed use all reasonable endeavours in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses Good Industry Practice to enable it to perform ensure that the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act all Deliverables shall be free of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza any: (i) becomes debarredviruses, suspendedworms, excludedtime bombs, sanctionedTrojan horses or other harmful, malicious or otherwise declared ineligible under destructive code; (ii) software disabling devices, time-out devices, counter devices and devices intended to collect data regarding usage of the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that software without the knowledge of Client and (iii) Open Source Software (except as expressly authorized by Client in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreementwriting in accordance with Clause 10 (Third Party Materials and Pre-Existing Intellectual Property));
11.1.7 (e) each Deliverable is and will be an original work of Supplier, except for any Third Party Materials and Pre-Existing Intellectual Property incorporated therein. Neither the Services nor Deliverables will (i) infringe the Intellectual Property Rights of any third party or incorporate any third party’s confidential information or (ii) be subject to payment any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments;
(f) it has and will have all necessary rights to grant the licenses and make the assignments set forth in this Agreement (including having all necessary assignment agreements or other proprietary rights agreements in place with employees and subcontractors); and
(g) Client’s (and its licensees’) exercise of undisputed invoices, title to all Product rights assigned and all New Customer Intellectual Property provided to Customer granted under this Agreement shall pass free and clear will not require any third party consents or clearances or any payment of fees, residuals or other amounts of any security interest, lien or other encumbrance in favour of Lonza; andkind to any third party.
11.2 Customer warrants that:
11.2.1 Supplier shall, without charge, correct any Defect in any Deliverable reported by Client within thirty (30) days of receipt of written notice from Client, or if Supplier is unable to make the Deliverable operate as of warranted within such 30-day period, then Client may immediately terminate the date of this Agreement applicable SOW, and Supplier shall refund to the best of the Customer’s knowledge and belief, the Customer has Client all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof fees paid for the provision corresponding Services within ten (10) days of the Services infringes any Intellectual Property or other rights of any Third Party; andtermination.
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement11.3 EXCEPT FOR SUPPLIER’S WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Warranties. 11.1 Lonza The Client warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations full capacity and authority to enter into and perform this Agreementthe Contract and that the Contract is executed by a duly authorised representative of the Client;
11.1.6 Lonza 11.1.2 it will provide from time to time on a timely basis all necessary information reasonably required by 4SIGHT or a Vendor for the provision of the Services, and that all such information will, to the best of the Client’s knowledge and belief having made reasonable enquiry, be accurate and complete;
11.1.3 it owns or has never been debarred obtained valid licences, consents, permissions and rights to use, and where necessary to licence to 4SIGHT, any materials reasonably necessary for the fulfilment of all its obligations under the Generic Drug Enforcement Act Contract, including any third-party licences and consents in respect of 1992the Client Equipment and any Third Party Materials;
11.1.4 it will comply with and use the Services in accordance with the terms of the Contract and all applicable laws, 21 U.S.C. Sec. 335a and will not do any act that will infringe the rights of any third party including the publishing or transmission of any materials contrary to applicable laws;
11.1.5 any material and/or communication received, transmitted, hosted or otherwise processed using the Services (aother than entirely unsolicited communications) will not be menacing, of a junk-mail or (b) (spam-like nature, illegal, obscene, threatening, defamatory, discriminatory, promote illegal or unlawful activity, be otherwise actionable or in violation of any Laws to which the “Act”). In use of the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctionedServices are subject, or otherwise declared ineligible under infringe the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear rights of any security interest, lien 4SIGHT or other encumbrance in favour of Lonzaits Vendors; and
11.1.6 4SIGHT's use in the provision of the Services or otherwise in connection with the Contract of any Third Party Materials licenced to the Client, including any hardware or software supplied by the Client to 4SIGHT for use in the provision of the Services or otherwise in connection with the Contract, will not cause 4SIGHT to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2 Customer 4SIGHT warrants that:
11.2.1 as it has the full capacity and authority to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of 4SIGHT; and
11.2.2 it owns or has obtained valid licences, consents, permissions and rights to enable 4SIGHT to comply with the Contract and to use any Intellectual Property Rights necessary for the fulfilment of its obligations under the Contract, including for the Client's use and receipt of the date Goods and the Services, and that the use by 4SIGHT of this Agreement such Intellectual Property Rights will not, to the best of the Customer’s knowledge and belief, belief of 4SIGHT (without making specific investigation in relation thereto) infringe the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third third parties and 4SIGHT will not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached.
11.3 Neither Party and shall, without the performance other Party’s prior written consent, actively initiate recruitment of any staff of the other Party directly involved in the provision and/or support of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that during the use by Lonza thereof for the provision currency of the Services infringes Contract and for a period of 12 months following termination.
11.4 Additional costs incurred or the inability of the Client to use any Intellectual Property or other rights Service pursuant to a breach of Clause 11.1, shall be the sole responsibility of the Client, including any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementand all associated Charges.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Warranties. 11.1 Lonza The persons signing this Agreement on behalf of a Party expressly warrant their authority to do so.
11.2 The Service Provider warrants and represents that:
11.1.1 11.2.1 it holds absolute legal and beneficial title in and to the Services shall be performed in a professional Deliverables and workmanlike manner has the unfettered right to provide them and in accordance with all Applicable Lawsto pass unencumbered right and/or title to University;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 11.2.2 it has the necessary corporate authorizations skills, qualifications expertise, finance, Personnel, capacity, knowledge, experience, resources, equipment and infrastructure to enter into and perform this provide the Deliverables as required by the Agreement;
11.1.6 Lonza has never been debarred under 11.2.3 it is a member of all professional and other bodies as may be required by applicable legislation and/or relevant industry regulations pertaining to its business and that such membership is current and valid and will be maintained for the Generic Drug Enforcement Act duration of 1992the Agreement;
11.2.4 it holds, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of and will hold throughout this Agreement, Lonza (i) becomes debarredall licences, suspendedcertificates, excludedpermits, sanctionedconsents, or otherwise declared ineligible under the Act; Lonza agrees approvals and authorities required to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating perform its obligations pursuant to this Agreement;
11.1.7 subject 11.2.5 in fulfilling its obligations under this Agreement, it will not infringe the intellectual property rights of any third party;
11.2.6 ensure that the University has the full benefit of any OCM/OEM warranties that may attach to payment the Deliverables (i.e. the full flow through warranty including, but not limited to, any support and maintenance which may necessarily extend beyond the duration of undisputed invoicesthis Agreement); it has the requisite authority to make such an undertaking and warranty on behalf of the OCM/OEM; and the Service Provider agrees to pursue any OCM/OEM warranties on the University’s behalf if the University so requests;
11.2.7 it will comply with all applicable legislation in performing its obligations pursuant to this Agreement, title including but not limited to:
11.2.7.1 the Compensation for Occupational Injuries and Diseases Act 140 of 1993 (“COIDA”). The Service Provider will, upon request by the University, produce written proof of its registration and good standing with the Compensation Commissioner, as defined in the COIDA;
11.2.7.2 the Occupational Health and Safety Act 85 of 1993 (“OHSA”). The Service Provider will in terms of section 37(2) of the OHSA, be deemed to be an employer in its own right with duties prescribed in the OHSA and undertakes to procure that all Product work will be performed and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free equipment will be used in accordance with the provisions of the OHSA and clear any Regulations issued in terms of any security interest, lien the OHSA. It is recorded that the Service Provider’s Chief Executive Officer (or other encumbrance equivalent officer) accepts the duties and responsibilities set out in favour section 16 of Lonzathe OHSA;
11.2.7.3 the Basic Conditions of Employment Act 75 of 1997 (“BCEA”);
11.2.7.4 the Labour Relations Act 66 of 1995 (“LRA”);
11.2.7.5 the Data Protection Legislation; and
11.2 Customer warrants that:
11.2.1 as 11.2.7.6 all taxation legislation in respect of any taxes and levies which the government of the date Republic of South Africa or any other authority may from time to time impose or increase. Where applicable, unless the Service Provider can provide the University, on reasonable request by the University, with satisfactory proof that it is not an employee or personal service provider, as defined in the Fourth Schedule to the Income Tax Act 58 of 1962, the University may withhold employee’s tax from the remuneration payable by the University to the Service Provider in terms of this Agreement in accordance with the rates prescribed by the Income Tax Act at the entire risk and cost of the Service Provider. The Service Provider must immediately, and in any event, before accepting any payments from the University, notify the University of any change of fact or circumstance that affects or may affect the University’ liability to deduct employee’s tax from payments made in terms of the Income Tax Act. For these purposes “taxation” includes SITE and PAYE, VAT, all other forms of duties or taxation, taxation in respect of any assessment of taxation and any penalties or interest;
11.2.8 it has not committed an act of insolvency as contemplated in section 8 of the Insolvency Act 24 of 1936;
11.2.9 it has full power and authority to accept its appointment as set out in clause 1 and perform its obligations pursuant to this Agreement;
11.2.10 it is, and shall remain throughout the duration of the Agreement, the employer of all individuals who may work for the Service Provider in providing the Services, and the Service Provider shall be solely responsible for the remuneration, insurance and other obligations in respect of its Personnel. Witness: Witness:
11.3 A breach of any of the undertakings and/or warranties as set out in this Agreement will be deemed to be a material breach of the Agreement entitling the University to terminate the Agreement, subject to the best provisions of clause 23. A termination under this clause 11 will be without prejudice to any of the CustomerUniversity’s knowledge and beliefrights.
11.4 The warranties contained in this Agreement are in addition to any other express, implied and/or statutory warranties applicable to the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.Deliverables,
Appears in 2 contracts
Sources: Service Provider Agreement, Service Provider Agreement
Warranties. 11.1 Lonza 8.1 Each Seller severally warrants to the Buyer, in respect of itself only, that:
11.1.1 8.1.1 it/he is the Services shall be performed sole legal and beneficial owner of the Shares specified next to his name in a professional column 3 of the table set out in Part 1 of Schedule 1 (or is otherwise able to procure the transfer of the entire legal and workmanlike manner and beneficial interest in accordance with such Shares) free from all Applicable LawsEncumbrances;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it 8.1.2 it/he has the necessary corporate authorizations power and authority and has taken all necessary action to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred 8.1.3 if it is a Company Seller, that it is validly incorporated, in existence and duly registered under the Generic Drug Enforcement Act laws of 1992its country of incorporation;
8.1.4 this Agreement and the other Transaction Documents constitute (or shall constitute when executed) valid, 21 U.S.C. Sec. 335a (a) legal and binding obligations on it/him in the terms of the Agreement and such other Transaction Documents;
8.1.5 no consent, action, approval or (b) (authorisation of, and no registration, declaration, notification or filing with or to, any authority is required to be obtained, or made, by it/him to authorise the “Act”). In the event that during the term execution or performance of this AgreementAgreement by such persons;
8.1.6 the Consideration Shares to be issued to that Seller will be acquired for investment for his/its own account, Lonza not (isave as disclosed in relation to the Company Sellers) becomes debarredas nominee or agent, suspendedand not with a view to the resale or distribution thereof;
8.1.7 the Seller does not have any contract, excludedundertaking, sanctionedagreement or arrangement with any person to sell, transfer or otherwise declared ineligible grant participations to such person or to any third person, with respect to any of the Consideration Shares issued to it/him;
8.1.8 the Seller understands that the acquisition of the Consideration Shares involves substantial risk;
8.1.9 the Seller can bear the economic risk of its/his investment and has such knowledge and experience in financial or business matters that it/he is capable of evaluating the merits and risks of the investment in the Consideration Shares;
8.1.10 the Seller has had an opportunity to discuss the Guarantor’s business, management and financial affairs with the Guarantor and believes it/he has received all the information it/he considers necessary or appropriate for deciding whether to acquire the Consideration Shares;
8.1.11 the Seller understands that the Consideration Shares are characterized as “restricted securities” under the Securities Act, in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances; Lonza agrees and
8.1.12 the Seller is familiar with Rule 144 of the Securities and Exchange Commission and understands the resale limitations imposed thereby and by the Securities Act.
8.2 The Warrantors jointly and severally warrant to promptly notify Customer. Lonza also agrees that the Buyer (subject to Clause 8.3) in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;terms set out in Schedule 4.
11.1.7 8.3 The Warranties are subject to the provisions of Clause 9.
8.4 Each of the Warranties shall be interpreted as separate and independent so that the Buyer shall have a separate claim and right of action in respect of every breach of each Warranty.
8.5 Any payment of undisputed invoices, title made by the Sellers to all Product and all New Customer Intellectual Property provided the Buyer pursuant to Customer a claim under this Agreement (by set off against the Escrow Amount or amounts payable on the redemption or repayment of the Milestone Loan Stock) shall pass free be treated as a reduction of the Consideration.
8.6 The Sellers make no representation and clear give no warranty or undertaking to the Buyer save only as and to the extent expressly set out in this Agreement or other Transaction Document. The Buyer shall not have any remedy in respect of any security interest, lien misrepresentation or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as untrue statement made by the Sellers unless and to the extent that a claim lies for breach of the date of this Agreement warranties set out in Clause 8.1 or the Warranties. In particular, the Sellers disclaim all liability and responsibility for any representation, warranty, statement, opinion, or information made or communicated (orally or in writing) to the best Buyer (including, without limitation, any representation, warranty, statement, opinion, information or advice made or communicated to the Buyer by any officer, director, employee, agent, consultant or representative of the Customer’s knowledge and beliefCompany or otherwise made available by or on behalf of the Sellers).
8.7 Clause 8.6 shall not exclude any liability of the Sellers for fraudulent misrepresentation.
8.8 Save as a result of fraud or fraudulent misrepresentation by the Sellers, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance Buyer’s only remedy for breach of the Services Warranties or the Principal Warranties shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified be to claim for damages for breach of a formal written contract. Any claim from a Third Party that Customer Information and/or Customer Intellectual Property or that for damages pursuant to the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations Warranties shall be subject to enter into this AgreementClause 9 and Clause 19.
Appears in 2 contracts
Sources: Sale and Purchase Agreement (Zogenix, Inc.), Sale and Purchase Agreement (Zogenix, Inc.)
Warranties. 11.1 Lonza Each of the parties represents and warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations full right, power and authority to enter into this Agreement and to perform this Agreement;
11.1.6 Lonza has never been debarred all of its respective obligations, that it is under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of no legal impediment which would prevent its entering into and performing fully its obligations under this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, is financially capable of performing such obligations and that no consent of any other person or otherwise declared ineligible entity is required to be obtained by such party to grant the licenses granted by it under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject . DOLE represents and warrants to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 the DAL Parties as of the date of this Agreement that: (i) the DAL Parties are entitled to use the trademarks licensed to them hereunder as expressly permitted in this Agreement; (ii) the DAL Parties’ exercise of their respective license rights under this Agreement, as permitted and contemplated by, and in accordance with the provisions of, this Agreement, shall not infringe in any material respect any third party intellectual property or other proprietary rights, except as disclosed in Exhibit J; (iii) DOLE has taken, or caused to be taken, and shall continue to take or cause to be taken (subject to Section 2.8), all steps reasonably required to maintain the registrations of any trademarks licensed to the best DAL Parties hereunder; (iv) Exhibit K lists all license agreements under which DOLE has granted a license to use any of the Customer’s knowledge Assigned Trademarks or Overlapping Trademarks and beliefthat are material to either the Asia Fresh Business or the Worldwide Packaged Food Business individually, or to the Customer has all Business as a whole (it being acknowledged that non-material agreements entered into by DOLE in the rights necessary ordinary course of business with producers, packers, suppliers, manufacturers, distributors, customers, advertisers, brokers, business partners and other third parties allowing such parties to permit Lonza to perform use the Services without infringing Assigned Trademarks or Overlapping Trademarks in connection with the Intellectual Property production, manufacture, distribution, sale, advertising and/or promotion of products of DOLE or any of its subsidiaries, are not listed in Exhibit K); and (v) excepting the licenses granted under the license agreements listed in Exhibit K, neither the rights of any Third Party and the performance of the Services shall not infringe third party licensees referred to in Recital F(8) above, nor any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza Rights, will, individually or in writing if it receives the aggregate, have a material adverse effect on Asia Fresh, Packaged Foods, or is notified the Business as a whole. For the avoidance of doubt, a showing of any negligence or intent on the part of DOLE shall not be required in order to establish an inaccuracy or breach of any of ▇▇▇▇’▇ representations and warranties under this Section 9.3. Furthermore, a DAL Party’s awareness or possible awareness, or ITOCHU’s awareness or possible awareness, of any inaccuracy or breach of any of ▇▇▇▇’▇ representations and warranties hereunder shall not have any effect on the force and effect of such representations and warranties, of ▇▇▇▇’▇ related indemnification obligations or of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property DAL Party’s or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementITOCHU’s remedies relating thereto.
Appears in 2 contracts
Sources: Acquisition Agreement, Acquisition Agreement (Dole Food Co Inc)
Warranties. 11.1 Lonza warrants Each Collaboration Supplier warrant and represent that:
11.1.1 the Services shall be performed in a professional : it has full capacity and workmanlike manner authority and in accordance with all Applicable Laws;
11.1.2 Lonza will necessary consents (including but not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batcheslimited to, where its procedures so require, the manufacture consent of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations parent company) to enter into and to perform this Agreement;
11.1.6 Lonza has never been debarred under Agreement and that this Agreement is executed by a duly authorised representative of the Generic Drug Enforcement Act Collaboration Supplier; and its obligations hereunder shall 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 1992, 21 U.S.C. Secthis Clause 7) in accordance with its own established internal procedures. 335a (a) or (b) (the “Act”). In the event that during the term of Except as expressly stated in this Agreement, Lonza all warranties and conditions, whether express or implied by statute, common law or otherwise (iincluding but not limited to fitness for purpose) becomes debarred, suspended, excluded, sanctionedare hereby excluded to the extent permitted by law. LIMITATION OF LIABILITY None of the parties exclude or limit their liability for death or personal injury resulting from negligence, or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services ▇▇▇ ▇▇▇▇. Nothing in this Agreement shall exclude or limit the liability of any party in respect of fraud or fraudulent misrepresentation. Subject always to Clauses 8.1 and 8.2, the liability of the Customer to any Collaboration Suppliers for all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise declared ineligible under this Agreement (excluding Clause 6.4, which shall be subject to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that limitations of liability set out in the event that it becomes debarredrelevant Contract) shall be limited to [ (£ ,000)]. Subject always to Clauses 8.1 and 8.2, suspendedthe liability of each Collaboration Supplier for all claims (by way of indemnity or otherwise) arising whether in contract, excludedtort (including negligence), sanctionedmisrepresentation (other than where made fraudulently), breach of statutory duty or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free be limited to [Customer to specify]. Subject always to Clauses 8.1, 8.2 and clear 8.6 and except in respect of liability under Clause 6 (excluding Clause 6.4, which shall be subject to the limitations of liability set out in the [relevant contract] [Call-Off Agreement]), in no event shall any security interestparty be liable to any other for: indirect loss or damage; special loss or damage; consequential loss or damage; loss of profits (whether direct or indirect); loss of turnover (whether direct or indirect); loss of business opportunities (whether direct or indirect); and/or damage to goodwill (whether direct or indirect). Subject always to Clauses 8.1 and 8.2, lien the provisions of Clause 8.5 shall not be taken as limiting the right of the Customer to amongst other things, recover as a direct loss any: additional operational and/or administrative costs and expenses arising from a Collaboration Supplier’s Default; and/or wasted expenditure or charges rendered unnecessary and/or incurred by the Customer arising from a Collaboration Supplier's Default. DISPUTE RESOLUTION PROCEDURE All disputes between any of the parties arising out of or relating to this Agreement shall be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. If the dispute cannot be resolved by the parties' representatives nominated under Clause 9.1 within a maximum of five (5) Working Days (or such other encumbrance time as otherwise agreed in favour of Lonza; and
11.2 writing by the parties) after it has been referred to them under Clause 9.1, then except where a party seeks urgent injunctive relief, the parties shall refer it to mediation pursuant to the procedure set out in Clause 9.3 unless the Customer warrants that:
11.2.1 considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. The procedure for mediation and consequential provisions relating to mediation are as of follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party shall within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to the parties that he is unable or unwilling to act, apply to the Chairman of the Law Society to appoint a Mediator; the parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held; unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings; if the parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the parties once it is signed by their duly authorised representatives; failing agreement, any of the parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties; and if the parties fail to reach agreement in the structured negotiations within twenty (20) Working Days of the Mediator being appointed, or such longer period as may be agreed by the parties, then any dispute or difference between them may be referred to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza courts. The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified resolution of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementdispute.
Appears in 2 contracts
Warranties. 11.1 Lonza 10.1 The Supplier hereby warrants that:
11.1.1 10.1.1 any Products manufactured pursuant to this Agreement shall comply with all provisions as to quality set out in clause 9 hereof;
10.1.2 it will not be negligent in the manufacture of the Products or in the supply of Services;
10.1.3 the Products manufactured pursuant to this Agreement will:
10.1.3.1 be free from all defects obvious on visual inspection of the Product,
10.1.3.2 be fit for their purpose and satisfactory quality,
10.1.3.3 comply with all applicable statutes and regulations relating to the Products,
10.1.3.4 conform in all respects with the Specifications and the Technical Manual;
10.1.4 any Services supplied by the Supplier or its subcontractors or agents will be supplied:
10.1.4.1 by appropriately qualified and trained personnel, and
10.1.4.2 with reasonable care and diligence;
10.1.5 so far as the Supplier is aware the manufacture of the Products and the supply of the Services shall be performed in a professional and workmanlike manner and will not infringe any third party rights.
10.2 The Supplier further warrants that:
10.2.1 it will meet all Orders from the Buyer for the Product, and
10.2.2 it will supply the Products in accordance with all Applicable Laws;Clause 5.
11.1.2 Lonza 10.3 The Buyer warrants that any supply of APls provided by the Buyer to the Supplier in accordance with the terms of this Agreement shall comply with the API Specification.
10.4 Each of the Supplier and the Buyer warrants that:
10.4.1 it is duly incorporated and organised and is validly existing under the laws of its jurisdiction of incorporation and has the corporate power and authority to own its assets and to conduct its businesses and to perform its obligations hereunder,
10.4.2 the execution and delivery of this Agreement by it and the completion by it of the obligations contemplated herein, do not and will not knowingly include result in the Manufacturing Process breach of, or violate any elements that infringe any such intellectual term or industrial property rights vested in any Third Party;provision of, its articles or by-laws,
11.1.3 except with respect 10.4.3 it is not subject to any development services outstanding injunction, judgement or order of any governmental authority which would prevent or materially delay the transactions contemplated by this Agreement, there are no civil, criminal or administrative claims, actions, suits, demands, proceedings, hearings or investigations pending or, to the Supplier's knowledge, threatened at law, in equity or otherwise, in, before, or by, any governmental authority which (if successful) would prevent or materially delay the Supplier's compliance with the provisions of this Agreement,
10.4.4 no dissolution, winding up, bankruptcy, liquidation or similar proceeding has been commenced, or is pending or proposed, in respect of it,
10.4.5 the execution and Engineering Batchesdelivery of this Agreement and the completion of the obligations contemplated herein have been duly approved by appropriate persons within its organisation and this Agreement constitutes legal, valid and binding obligations of the Supplier enforceable against it in accordance with its terms, and
10.4.6 it or its Affiliates has taken or will take all action as may be required or necessary to obtain and maintain, comply and keep current any governmental licences, permits, approvals and/or registrations that are necessary for the Supplier and/or its Affiliates to manufacture of Product shall be and/or supply the Products and Services and to carry out and perform its obligations under this Agreement.
10.5 Without prejudice to any other remedy (and the Buyer's rights generally under this Agreement) if any Services are not supplied or performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under then the Act; Lonza agrees Buyer at its sole option shall be entitled to promptly notify Customer. Lonza also agrees that in require the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under Supplier at Supplier's cost within such reasonable time as is required by the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza Buyer in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the to supply replacement Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into conforming with this Agreement.
Appears in 2 contracts
Sources: Copacker Supply Agreement (Indivior PLC), Copacker Supply Agreement (Indivior PLC)
Warranties. 11.1 Lonza 5.1 HSO warrants that:
11.1.1 (a) the Services Customer shall be performed in a professional have the right to possess, and workmanlike manner use, the Products (except Third Party Software) and Deliverables in accordance with all Applicable Lawsthe terms of this Agreement;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements (b) it shall use reasonable efforts to ensure that infringe any such intellectual or industrial property rights vested in any all Products (except Third Party;
11.1.3 except with respect to any development services Party Software) and Engineering BatchesDeliverables supplied by it are, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;, virus free; and
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the (c) Services at the Facility;will be supplied by HSO:
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product with reasonable skill and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonzacare; and
11.2 (ii) by means of appropriately qualified and skilled personnel.
5.2 HSO warrants that it will use reasonable endeavours to provide the Deliverables in accordance with the Specification.
5.3 HSO does not warrant that any Software will be entirely free from defects or that its operation will be entirely error free.
5.4 The Customer warrants that:
11.2.1 as and undertakes that it is the owner of the date of this Agreement any machines, equipment, premises or property on, at or in relation to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform which the Services without infringing are to be performed or is authorized by the Intellectual Property rights owner to make them available to HSO for that purpose.
5.5 HSO does not warrant the performance by Microsoft under the terms of any Third Party and the performance of the Services shall not infringe Microsoft Customer Agreement. The Customer accepts that any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof remedy for the provision of any Cloud Services is governed by the Services infringes terms of the Microsoft Customer Agreement and, other than in respect of any Intellectual Property failure by HSO to pay Microsoft in respect of such Cloud Services, the Customer hereby releases HSO from and in respect of any liability in respect of the same.
5.6 Warranties in respect of Third Party Software are contained in the Third Party Software License applicable to that Third Party Software and not in this clause 5.
5.7 Save as expressly set out in this Agreement, no conditions, warranties, representations or other rights terms (whether express or implied or arising through trade usage or custom) apply to anything supplied under or in relation to this Agreement by HSO (including Products, Deliverables and Services).
5.8 If any warranties or other obligations entered into by HSO under a Statement of Work are breached or not performed (or alleged to be breached or not performed), the Customer shall notify HSO in writing as soon as possible of the same. The Customer shall give HSO a reasonable time to remedy any such breach or non-performance and (if necessary) to supply the Customer with a repaired or corrected version of any Third Party; andrelevant Products or Deliverables or re-perform any relevant Services. If HSO fails to do this within a reasonable time then HSO may if it wishes elect, as applicable:
11.2.3 (a) to take back any relevant Products or Deliverables (and any related User Manuals) and to refund to the Customer all of charges which the Customer has paid to HSO under the necessary corporate authorizations Statement of Work in relation to enter into those Products or Deliverables; and/or
(b) to refund to the Customer all charges which the Customer has paid to HSO under the Statement of Work in relation to any relevant Services. and where HSO so elects, this Agreementwill be the Customer's exclusive remedy in relation to such breach or non- performance and HSO will not have any other liability in relation to the same.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Warranties. 11.1 Lonza 12.1 Each party warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner (a) it is duly incorporated, validly existing and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include good standing under the laws of the jurisdiction in the Manufacturing Process any elements which it is incorporated, and that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into full rights, power, legal capacity and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations authority to enter into this Agreement, and to carry out the terms hereof’
(b) this Agreement has been executed by its duly authorised representative and is a valid, legally binding and enforceable obligation of such party;
(c) it has the full rights, power, legal capacity and authority to enter into this Agreement, and to carry out the terms hereof. RC (UK)-Template_MSA (v.06.05.22)
12.2 Each party further warrants that materials created or furnished by such party, if any, under this Agreement, do not or will not infringe upon or otherwise violate the rights of any third party.
12.3 EXCEPT FOR THE FOREGOING WARRANTIES AND ANY OTHER WARRANTIES SET OUT IN THIS AGREEMENT, THE COMPANY AND THE CLIENT MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THE COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE WORK PRODUCT. THE CLIENT WILL NOT GIVE OR MAKE WARRANTIES OR REPRESENTATIONS ON BEHALF OF THE COMPANY AS TO QUALITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY OTHER FEATURES OF THE WORK PRODUCT.
Appears in 2 contracts
Sources: Hosting Agreement, Master Services Agreement
Warranties. 11.1 Lonza warrants 8.1 Supplier shall ensure that:;
11.1.1 the 8.1.1 any Products and/or Services shall be performed free from defects in a professional materials and workmanlike manner and in accordance workmanship; and
8.1.2 any deliverables shall comply with all Applicable Laws;statutory requirements and regulations,
11.1.2 Lonza 8.1.3 any Services will not knowingly include in be performed by appropriately qualified and trained personnel and with the Manufacturing Process necessary skill and diligence; and
8.1.4 neither the sale nor supply of any elements that infringe Product or Service, nor its proper use by SIML/ the Affiliate for an intended purpose, will breach any such intellectual or industrial property rights vested in or about that such Product or Service, including but not limited to intellectual property rights, of any Third Party;other person.
11.1.3 except with respect 8.2 All warranties, conditions and other terms implied by statute or common law will apply to any development services deliverables.
8.3 It is the Supplier’s responsibility to ensure that the product supplied is suitable for the environment and Engineering Batchesapplication for which it is intended.
8.4 Should the Supplier fail to comply with any obligation under the PO or breach any of the above warranties, the manufacture of Product SIML shall be performed in accordance with cGMP entitled, to reject such Product and/ or Services and will meet the Specifications at the date of delivery;
11.1.4 it Supplier shall not be entitled to receive payment for such Product and/ or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”)Service. In the event that during the term Purchase has already been paid, then SIML/ the Affiliate may demand the repayment of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under any sum already paid for them.
8.5 The Supplier is referred to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees following documents that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreementcan be viewed on Sun International's public internet website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇:-
8.5.1 The Sun International Corporate Compliance Policy;
11.1.7 subject to payment 8.5.2 The Code of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of LonzaEthics for the Sun International Group; and
11.2 Customer 8.5.3 The Corporate Gifts and Entertainment Policy for the Sun International Group.
8.6 The Supplier confirms that it has read and that it understands the above mentioned policies and that it fully subscribes to the principles of ethical business conduct as are expressly or implicitly dealt with in the said policies.
8.7 The Supplier warrants that:
11.2.1 as that all information provided by it in relation to its company documentation, and empowerment credentials are true and correct. The Supplier further warrants that it has not partaken in any action, or conducted itself in any manner, which is an attempt to circumvent any legislation. To this end, the Supplier warrants that it understands the intent and purpose of the date Broad Based Black Economic Empowerment Act, Act No. 46 of 2013, and warrants that no action and/ or conduct has been carried out to circumvent the legislation. The Supplier shall provide to SIML and/ or the Affiliate with such documentation as it may request in order to satisfy itself that this Agreement to the best clause has been met.
8.8 A breach of any of the Customer’s knowledge above warranties shall constitute a material breach and belief, SIML and/ or the Customer has all the rights necessary Affiliate shall be entitled to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party terminate this agreement and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if seek such damages as it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementdeems fit.
Appears in 2 contracts
Sources: Purchase Order Terms and Conditions, Standard Terms and Conditions for Purchase Orders
Warranties. 11.1 Lonza warrants that:16.1 The NFSP makes the representations and warranties in clauses 16.
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect 1.1 to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at 16.1.13 (inclusive) on the date of deliverythis Agreement:
16.1.1 that it is a recognised legal entity and that it has the power to own its assets and carry on its business as it is being conducted;
11.1.4 16.1.2 that the execution, delivery and performance of the obligations in this Agreement do not and will not contravene or conflict with the NFSP’s constitutional documents, any other agreement or any law or regulation;
16.1.3 that it or its Affiliate holds has taken all necessary permits, approvals, consents action and licenses obtained all required authorisations to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into execute, deliver and perform its obligations under this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event 16.1.4 that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property information provided to Customer under POL (in written or electronic format) in connection with this Agreement shall pass free and clear of any security interestis, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the CustomerNFSP’s knowledge and beliefbelief at the time of such provision, the Customer complete, true and accurate in all material respects;
16.1.5 that no Event of Clawback or potential Event of Clawback has occurred, is continuing or will occur when an Annual Grant Payment or Individual Grant is paid;
16.1.6 that it has all necessary resources and expertise to deliver each Approved Project (assuming due receipt of the rights necessary to permit Lonza to perform Individual Grant);
16.1.7 that it has not committed, nor shall it commit, any offence under the Services without infringing the Intellectual Property rights Bribery Act;
16.1.8 that it shall at all times comply with all relevant legislation and all applicable codes of practice and other similar codes or recommendations, and shall notify POL promptly of any Third Party and significant departure from such legislation, codes or recommendations;
16.1.9 that it shall comply with the performance requirements of the Services shall not infringe Health and Safety at Work etc. Act 1974 and any Third Party Intellectual Property rightsother acts, orders, regulations and codes of practice relating to health and safety, which may apply to the NFSP's Personnel and other persons working on an Approved Project;
11.2.2 Customer will promptly notify Lonza 16.1.10 that it has and shall keep in writing if place systems to deal with the prevention of fraud and/or administrative malfunction;
16.1.11 that it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes not subject to any Intellectual Property contractual or other rights restriction imposed by its own or any other organisation's rules or regulations or otherwise which may prevent or materially impede it from meeting its obligations in connection with the Annual Grant Payment and/or an Individual Grant;
16.1.12 that it is not aware of any Third Partyanything in its own affairs, which it has not disclosed to POL, which might reasonably have influenced the decision of POL to make the Annual Grant Payment and/or an Individual Grant on the terms contained in this Agreement; and
11.2.3 Customer 16.1.13 that since the date of its last accounts there has been no material change in its financial position or prospects.
16.2 The NFSP repeats the necessary corporate authorizations to enter into representations and warranties in this Agreementclause 16 on:
16.2.1 the date of submission of each drawdown request;
16.2.2 each Payment Date;
16.2.3 each Project Proposal Submission Date; and
16.2.4 each Award Date.
Appears in 2 contracts
Sources: Grant Framework Agreement, Grant Framework Agreement
Warranties. 11.1 Lonza 8.1 The Company represents and warrants thatto CRT that to the best of its knowledge and belief:
11.1.1 8.1.1 it is not aware of any inventors of the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable LawsCompany Owned Patent Rights other than the inventors named therein;
11.1.2 Lonza will not knowingly include in 8.1.2 it is the Manufacturing Process legal and beneficial owner of the Company Intellectual Property free of any elements that infringe any such third party rights or encumbrances other than those of the Geron Royalty Agreement effective October 1, 2013, a copy of which has been provided to CRT; Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential Portions are marked: [***].
8.1.3 no claims of infringement of intellectual or industrial property rights vested in owned or controlled by any Third Party;
11.1.3 except third party have been made or threatened against the Company with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP Intellectual Property Rights licensed hereunder;
8.1.4 it has not and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to not enter into and perform any Agreement which prevents it fulfilling its obligations under this Agreement;
11.1.6 Lonza 8.1.5 it has never been debarred not done anything whereby the whole or any part of the rights licensed under the Generic Drug Enforcement Act Agreement might be invalidated or registration of 1992them refused;
8.1.6 the manufacture, 21 U.S.C. Sec. 335a (a) use and possession of the Investigational Medicinal Product by CRT or (b) (any person authorised by CRT, in each case in accordance with the “Act”). In the event that during the term terms of this Agreement, Lonza shall not infringe the rights (iincluding without limitation any Intellectual Property Rights) becomes debarredof any third party;
8.1.7 it is not aware of the existence of any fact or circumstance that may materially affect the successful development and commercialisation of the Product;
8.1.8 it has the full right, suspendedpower and authority, excluded, sanctioned, and has obtained all approvals or otherwise declared ineligible consents necessary to grant the rights under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible Third Party Licences as provided under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject 8.1.9 the Third Party Licences are the only third party licences held by the Company in respect of the manufacture, possession and use the IMP and the rights granted to payment CRT under this Agreement;
8.1.10 there are no outstanding breaches of undisputed invoicesthe Third Party Licences by the Company;
8.1.11 there are no acts or omissions on the part of the Company which would give one or more of its licensors the right to terminate a Third Party Licence, title either now or at a later date; and
8.1.12 it is entitled to all Product make the Company Materials and all New Customer Intellectual Property provided the Materials licensed under the Third Party Licences available to Customer under CRT for the purposes of this Agreement.
8.2 Nothing in this Agreement shall pass free be treated as imposing on CRT any liability to the Company in relation to the further development and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as commercial exploitation of the date of this Agreement to Investigational Medicinal Product or the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Company Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementProperty.
Appears in 2 contracts
Sources: Clinical Trial and Option Agreement (Asterias Biotherapeutics, Inc.), Clinical Trial and Option Agreement (Biotime Inc)
Warranties. 11.1 Lonza 14.1 The Provider warrants to the Customer that:
11.1.1 (a) the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it Provider has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
11.1.6 Lonza (b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and
(c) the Provider has never been debarred or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
14.2 The Provider warrants to the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a Customer that it will use all reasonable commercial endeavours to ensure that:
(a) or the Platform and Hosted Services will conform in all respects with the Hosted Services Specification;
(b) the Hosted Services will be free from Hosted Services Defects;
(c) the “Act”). In application of Updates and Upgrades to the event Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services;
(d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(e) the Platform will incorporate security features reflecting the requirements of good industry practice.
14.3 The Provider warrants to the Customer that during the term of Hosted Services, when used by the Customer in accordance with this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing will not knowingly infringe the Intellectual Property rights Rights of any Third Party person in any jurisdiction and under any applicable law.
14.4 If the performance of the Services shall not infringe Provider reasonably determines, or any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or third party alleges, that the use of the Hosted Services by Lonza thereof the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the provision of Customer the right to use the Hosted Services infringes any Intellectual Property or other rights of any Third Party; andin accordance with this Agreement.
11.2.3 14.6 The Customer warrants to the Provider that it has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under the Agreement and that it will not breach any laws, statutes or regulations applicable to it under this Agreement.
14.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into the Agreement or any related contract.
Appears in 2 contracts
Sources: Terms and Services Agreement, Privacyengine Licence and Services Agreement
Warranties. 11.1 Lonza 19.1 Unifiber shall, at its own expense, obtain all permits and licenses, pay all fees, where required by any law or regulation applicable to the Access and the Services, Unifiber’s performance under this Agreement, or to Unifiber as an employer. Unifiber hereby certifies compliance with all such laws. Operator reserves the right to ask Unifiber to deliver a copy of such permits or licenses at any time.
19.2 Unifiber warrants thatthat the Access will be granted and the Services will be performed:
11.1.1 the Services shall be performed in a professional and workmanlike manner and (a) in accordance with all Applicable LawsGood Industry Practice;
11.1.2 Lonza will not knowingly include (b) in conformity with the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Partyterms and conditions of this Agreement and its Annexes;
11.1.3 except with respect (c) using appropriately qualified, experienced and competent personnel.
19.3 Each Party represents and warrants to any development services the other Party that, on the Contract Date:
(a) it is a corporation validly organised and Engineering Batches, existing and in good standing under the manufacture laws of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of deliveryBelgium;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 (b) it has the necessary corporate authorizations full capacity and authority to enter into and to perform this Agreement;
11.1.6 Lonza has never been debarred under (c) this Agreement is executed by a duly authorised representative of that Party;
(d) the Generic Drug Enforcement Act of 1992execution, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term delivery, and performance of this Agreement has been duly authorised by all necessary corporate action;
(e) this Agreement has been duly executed, and constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms;
(f) it has the right, power, and authority to perform its obligations under this Agreement; and
(g) there are no actions, Lonza (i) becomes debarred, suspended, excluded, sanctionedsuits or proceedings or regulatory investigations pending, or otherwise declared ineligible under to that Party’s knowledge, threatened against that Party that might adversely affect the Act; Lonza agrees ability of the Party to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product meet and all New Customer Intellectual Property provided to Customer carry out its obligations under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement that are unknown to the best of other Party.
19.4 Each Party shall notify the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third other Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives fail(s) or is notified anticipated to fail to meet the warranties contained in this article 19as soon as reasonably practicable upon discovery of a formal written claim from a Third such failure.
19.5 Each Party that Customer Information and/or Customer Intellectual Property shall through all its contacts with customers and third parties safeguard the other Party’s brand name and any future brand name as well as its reputation its products or that the use by Lonza thereof for the provision employees. Any action or activity in violation with this article 20.5 is considered an Event of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementDefault.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Warranties. 11.1 Lonza Subject to the limitations of this section and Section 10 hereof and subject to such limitations as are expressly provided elsewhere in this Agreement, IT&S represents and warrants that:
11.1.1 (a) The Services provided by it hereunder shall be performed, in all material respects, in a professional, timely and workmanlike manner and shall be as described in this Agreement, the Documentation and the Schedules hereto. Without limitation of the foregoing, the Services shall be of a quality and timeliness at least equal to (i) comparable services provided by IT&S to HCA Entities and/or its other customers during the Term of this Agreement and (ii) comparable services previously provided by IT&S under the Previous Agreements except to the extent that changes are made during the Term pursuant to Section 3 or other provisions of this Agreement that adversely affect the quality and timeliness of the Services.
(b) IT&S has the legal right to license or sublicense to Customer the Software and to perform the Services. IT&S makes no warranties of any kind in connection with the services provided by any telephone company. IT&S makes no warranties of any kind with respect to the Equipment. Customer must look solely to the manufacturer of such Equipment for any warranties relating thereto.
(c) IT&S owns all right, title and interest in and to the Software, Documentation and other proprietary material provided under this Agreement, or otherwise has the right to grant to Customer the license to use same as set forth in this Agreement without violating, misappropriating or infringing upon any rights of any third party and without breach of any third-party license to IT&S.
(d) In the event of any actual or threatened suit by any third party based on an alleged violation, infringement, misappropriation or breach by IT&S of the rights of any third party, IT&S shall use all commercially reasonable efforts to ensure that Customer may continue use of the Software and the Documentation in accordance with this Agreement.
(e) The Software shall perform in accordance with the Documentation; provided, however, if a Customer makes an unauthorized modification to the Software, then this warranty shall not apply to the extent that the problem was caused by the unauthorized modification.
(f) Each of IT&S’s employees, agents or representatives assigned to perform services hereunder shall have the proper skill, training and background so as to be able to perform in a competent and professional manner and all work will be so performed in a professional manner compatible with Customer’s business operations at its premises.
(g) The Software provided under this Agreement, at the time it is supplied and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in throughout the Manufacturing Process Term hereof, be completely free of any elements virus, rouge program, time bomb, turn off instruction, or any other device however characterized that infringe is potentially damaging to the Software, materials provided, other programs, data, computer hardware, computer software, telecommunications equipment or any such intellectual other material or industrial property rights vested device in any Third Party;
11.1.3 except with respect to any development services and Engineering Batchesmanner whatsoever (collectively, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “ActMalicious Code”). In Throughout the event that during the term Term of this Agreement, Lonza IT&S shall use commercially reasonable efforts to check the Software for Malicious Code and take appropriate action to prevent the propagation of Malicious Code in connection with the Services.
(h) Customer is not an alpha or a beta site for the Software and will not be for any new services unless the prior written consent of Customer’s Chief Information Officer or Chief Executive Officer is obtained. Notwithstanding the foregoing, Customer acknowledges and hereby grants consent for one or more of the Facilities to be an alpha or beta site for the installation of the MCV upon mutual agreement of the Parties as to the selection and timing of such installation.
(i) becomes debarred, suspended, excluded, sanctioned, The average service levels (as measured by the SLOs or otherwise declared ineligible under SLAs then in effect) with respect to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Services provided in any calendar quarter during the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment Term of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement (including the Wind-Down Period) shall pass free not be less than the service levels for the comparable SLOs or SLAs and clear services rendered to any HCA Entity that receives services from IT&S during the same calendar quarter.
(j) The Documentation accurately reflects the functionality of any the Services and the security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 policies and procedures as of the date Effective Time and shall be promptly updated by IT&S during the Term of this Agreement to reflect any changes in the best Services. The Documentation shall be complete and of a quality which shall enable a trained user to utilize the Services as contemplated by this Agreement. IT&S shall make the Documentation available on the Atlas System to the same extent that it is made available to HCA Entities and other customers of IT&S. IT&S shall give Customer advance notice of any material changes in the Documentation with respect to new releases and any material changes in the security policies and procedures included therein. Changes in Documentation shall not adversely affect the scope of the Customer’s knowledge warranty set forth in Section 9(a) above except for changes in Documentation that are made to reflect changes made in the Software pursuant to Section 3 above.
(k) The Services include data backup, disaster recovery and belief, other functionality sufficient to enable Customer to satisfy the Customer has all the rights necessary HIPAA Rules with respect to permit Lonza privacy and security.
(l) Prior to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance expiration of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof license for the provision of the Services infringes any Intellectual Property Software, IT&S shall use commercially reasonable efforts to either renew or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to extend said license or enter into this Agreementa license for functionally comparable alternative software.
Appears in 2 contracts
Sources: Computer and Data Processing Services Agreement (Lawton Surgery Investment Company, LLC), Computer and Data Processing Services Agreement (NPMC Holdings, LLC)
Warranties. 11.1 Lonza Customer warrants to BMC that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and : (a) each Customer Application will perform materially in accordance with the User Guide; (b) Customer owns all Applicable Laws;
11.1.2 Lonza will right, title, and interest in and to Customer Data, including but not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect limited to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it Customer Data uploaded or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it entered into Customer Applications or Third Party Applications; (c) Customer has the necessary corporate authorizations rights to enter into use and perform access any Customer Applications and Third Party Applications deployed in a production or non-production environment of the Platform Services; (d) Customer has all rights in the Customer Data and Customer Applications necessary to grant the rights contemplated by this Agreement;
11.1.6 Lonza has never been debarred under ; (e) none of the Generic Drug Enforcement Act Customer Data or Customer Applications or Users’ use of 1992Customer Data or Customer Applications will violate the Agreement and the User Guide; (f) Customer’s security and functional tests of Customer Applications was conducted in a commercially reasonable manner and the results of said tests provided to BMC for review are correct and valid; and (g) none of the Third Party Applications or Users’ use of Third Party Applications will violate the Agreement or the User Guide. ATTACHMENT B CONSULTING SERVICES ATTACHMENT Except as otherwise provided herein, 21 U.S.C. Sec. 335a (a) or (b) the terms of the Cloud Services Master Agreement (the “ActBase Agreement”) are incorporated into this Consulting Services attachment (the “Attachment”). Together, this Attachment and the Base Agreement (as incorporated into this Attachment) are referred to as the “Agreement” for purposes of Customer’s purchase of Consulting Services, only if Consulting Services are set forth on an Order referencing the Base Agreement. For purposes of this Agreement, the term “Subscription Services” as defined in the Base Agreement shall be extended to include Consulting Services. In the event that during of a conflict between the term Base Agreement and the terms of this AgreementAttachment, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees terms of this Attachment will control for Customer’s purchase of Consulting Services only. The parties agree that the following Sections of the Base Agreement do not apply to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property Consulting Services provided to Customer under this Agreement shall pass free Attachment: Section 3.2 (Support), Section 4 (Fees and clear of any security interestPayment), lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge Section 6 (Limited Warranty) and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementSection 9 (Infringement Claims).
Appears in 2 contracts
Sources: Cloud Services Master Agreement, Cloud Services Master Agreement
Warranties. 11.1 Lonza 12.1. The Service Provider warrants thatand undertakes that at all times during the Term:
11.1.1 12.1.1. it has the authority to enter into this Agreement and to perform its obligations hereunder;
12.1.2. this Agreement does not and shall not conflict with any of the Service Provider’s obligations to any third party;
12.1.3. all information and details provided by the Service Provider to ▇▇▇▇▇, including the Service Provider Content, are and will remain true, accurate and up to date in all respects and at all times;
12.1.4. the Services shall be performed provided in a professional and workmanlike manner and courteous manner, in accordance with good industry practice and with reasonable care and skill;
12.1.5. it shall comply with the Service Conditions;
12.1.6. it shall comply with all Applicable LawsLaws when performing the Services and providing the Service Provider Content and Social Media Content;
11.1.2 Lonza 12.1.7. it is entitled, under all Applicable Laws to offer the Services and provide the Service Provider Content and Social Media Content;
12.1.8. it has all necessary qualifications, licences, insurances and consents which are required under Applicable Laws in order to provide the Services, Service Provider Content and Social Media Content;
12.1.9. the Service Provider Content and Social Media Content does not, and will not, infringe the rights (including but not limited to the intellectual property rights) of any person and the inclusion of any Service Provider Content or Social Media Content on the App or Website will not knowingly include expose ▇▇▇▇▇ to any liability;
12.1.10. no part of the Service Provider Content, Social Media Content, or of any communications between the Service Provider and any User, is or shall be defamatory, inaccurate, misleading, false, obscene, harassing, threatening, abusive, libellous or otherwise unlawful;
12.1.11. the Service Provider shall not register or advertise (whether directly or indirectly) the Services or services which are similar to the Services on any online service, website or app which offers the same or similar functionality as the App or Website;
12.1.12. the Service Provider, and not ▇▇▇▇▇, shall be solely responsible for the payment of any taxes (excluding only the VAT which is included in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested ▇▇▇▇▇ Fee) arising in any Third Party;
11.1.3 except connection with respect to any development services and Engineering Batches, the manufacture supply of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating pursuant to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as 12.1.13. the Service Provider, and not any owner, manager, provider of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform premises where the Services without infringing are performed or ▇▇▇▇▇, shall be solely responsible before any person for any damages arising solely or in connection with the Intellectual Property rights premises, conditions of any Third Party premises and the performance use of premises where the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementare performed.
Appears in 2 contracts
Sources: Service Provider Agreement, Service Provider Agreement
Warranties. 11.1 Lonza 15.1 The Provider warrants to the Customer that:
11.1.1 (a) the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it Provider has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
11.1.6 Lonza (b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and
(c) the Provider has never been debarred or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
15.2 The Provider warrants to the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a Customer that:
(a) or the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;
(b) the Hosted Services will be free from Hosted Services Defects;
(c) the “Act”). In application of Updates and Upgrades to the event Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services;
(d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(e) the Platform will incorporate security features reflecting the requirements of good industry practice.
15.3 The Provider warrants to the Customer that during the term of Hosted Services, when used by the Customer in accordance with this Agreement, Lonza (i) becomes debarredwill not breach any laws, suspendedstatutes or regulations applicable under English law.
15.4 The Provider warrants to the Customer that the Hosted Services, excluded, sanctioned, or otherwise declared ineligible under when used by the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Customer in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to accordance with this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing will not infringe the Intellectual Property rights Rights of any Third Party person in any jurisdiction and under any applicable law.
15.5 If the performance of the Services shall not infringe Provider reasonably determines, or any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or third party alleges, that the use of the Hosted Services by Lonza thereof the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the provision of Customer the right to use the Hosted Services infringes any Intellectual Property or other rights of any Third Party; andin accordance with this Agreement.
11.2.3 15.6 The Customer warrants to the Provider that it has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
15.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
Appears in 2 contracts
Sources: Software as a Service Agreement, Services Agreement
Warranties. 11.1 Lonza 14.1 The Company warrants and undertakes to VGCS that:
11.1.1 14.1.1 it has full right and authority to enter into this Agreement and that its entry into this Agreement does not breach any third party’s rights or any other agreement to which it is a party; Templates/VGCS Templates/Master Reseller Terms and Conditions
14.1.2 it shall implement and comply with the Services Codes of Practice and any other reasonable policies provided by VGCS to the Company from time to time and which relate to:
14.1.2.1 Content standards (including anti-social, fraudulent, unlawful or otherwise inappropriate Content)
14.1.2.2 access or use of the Directory by Customers (including anti-social, fraudulent,unlawful or improper use); or
14.1.2.3 Vodafone Networks and/or any mobile device;
14.1.3 it shall be performed not act in a professional and workmanlike manner way which shall impair or put in jeopardy the operation of the Directory, the Vodafone Networks, any mobile device or any part of them;
14.1.4 it shall comply with all applicable laws and in accordance particular with all Applicable LawsData Protection Legislation and shall not reproduce, sell, publish or otherwise commercially exploit any information or data obtained by it under this Agreement;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 14.1.5 it has the necessary corporate authorizations licences, consents, permission or approvals to enter into operate, and perform to grant VGCS the rights to use the Content in accordance with the terms of this Agreement;
11.1.6 Lonza has never been debarred 14.1.6 it shall use reasonable skill and care in carrying out its obligations and exercising its rights under this Agreement;
14.1.7 it is tax resident in the Generic Drug Enforcement Act place indicated on the front page of 1992, 21 U.S.C. Secthis Agreement and shall be deemed to remain tax resident in that territory unless it notifies VGCS of a change of tax residency on 30 days prior written notice. 335a (a) or (b) (The Company shall immediately provide any documentation required by VGCS evidencing its tax residency in such territory.
14.2 The Company warrants and undertakes to VGCS that the “Act”). In the event that during Content shall throughout the term of this Agreement:
14.2.1 be of satisfactory quality and be kept fresh, Lonza updated and current (i) becomes debarredwith reference to the nature of the Content’s subject matter);
14.2.2 comply with the Guidelines;
14.2.3 not infringe any third Party’s rights (including Intellectual Property Rights);
14.2.4 will not be defamatory, suspendedobscene, excludedracist, sanctionedmaterially inaccurate, be so violent, sexual or abusive in nature as to be reasonably likely to cause serious offence to any material group of people, or otherwise declared ineligible be in breach of any applicable law, regulation or code of conduct or result in VGCS or any part of the Vodafone Group or Vodafone Group being in breach of any law;
14.2.5 will not result in VGCS or any part of the Vodafone Group being held to carry out any regulated activity for the purposes of the Financial Services and Markets A▇▇ ▇▇▇▇, investment business under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees Financial Services A▇▇ ▇▇▇▇, provide any consumer credit or credit brokerage under the Consumer Credit A▇▇ ▇▇▇▇ or offer any gambling service, betting service or lottery;
14.2.6 will not offend taste or decency, or contain any Content that in promotes a Competitor or criticises VGCS or any other company within the event that it becomes debarred, suspended, excluded, sanctionedVodafone Group, or otherwise declared ineligible under brings VGCS or the ActVodafone Group into disrepute or damages the reputation or goodwill of VGCS, it shall promptly cease all activities relating to this Agreementor any other company in the Vodafone Group or any Vodafone M▇▇▇ in any of the Territories;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien 14.2.7 will not contain grammatical or other encumbrance in favour of Lonzatypographical errors or be factually inaccurate; and
11.2 Customer 14.2.8 will not contain any computer viruses, logic bombs, trojan horses and/or any other items of software which would disrupt the proper operation of the Directory or any mobile device.
14.3 VGCS warrants and undertake that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge 14.3.1 it has full right and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations authority to enter into this Agreement; and
14.3.2 it shall comply with all applicable laws and in particular with Data Protection Legislation.
14.4 The Parties acknowledge that their respective obligations and liabilities are exhaustively defined in this Agreement and that to the extent permitted by law, the express obligations and warranties provided in this Agreement are in lieu of and to the exclusion of any warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or provided or services performed under or in connection with this Agreement including (without limitation) as to the condition, quality, performance, satisfactory quality or fitness for the purpose.
Appears in 2 contracts
Sources: Master Reseller Agreement (Glu Mobile Inc), Master Reseller Agreement (Glu Mobile Inc)
Warranties. 11.1 Lonza 8.1 PNZ warrants thatthat the Permaconn System and Permaconn Unit supplied are free of defects in materials and workmanship for a period of 24 months from the Commencement Date. PNZ shall be relieved of all obligations in terms of this clause 8.1, if:
11.1.1 8.1.1 repairs or modifications to the Services shall be performed in a professional Permaconn System and workmanlike manner and Permaconn Unit have been made by persons other than PNZ, unless such repairs or modifications are made with the prior written consent of PNZ;
8.1.2 the Permaconn System or Permaconn Unit has not been operated or maintained in accordance with PNZ’s instruction, or under normal use; or the Permaconn System or Permaconn Unit were not properly installed.
8.1.3 incorrect adjustments by the Customer or others have been made to
8.1.4 consumable items of all Applicable Lawskinds have failed (where consumable items are items with a finite life such as batteries, communication chips);
11.1.2 Lonza will not knowingly include 8.1.5 defects in the Manufacturing Process Permaconn System or Permaconn Unit have been caused by or contributed to by work carried out by any elements that infringe telecommunications agency or other party; or
8.1.6 the Customer is not in compliance with its obligations under this agreement.
8.2 Except as expressly provided in this agreement and except for any such intellectual Non-Excludable Condition, PNZ makes no warranty or industrial property rights vested in any Third Party;
11.1.3 except representation, either express or implied, with respect to the Permaconn System and Permaconn Unit or any development other goods or services and Engineering Batchesit supplies under this agreement, the manufacture Where legislation implies into this agreement a Non Excludable Condition, PNZ’s liability for breach of Product shall be performed such Non Excludable Condition is limited in accordance with cGMP and will meet the Specifications at provisions of clause 8.3.
8.3 Neither party shall be liable to the date other for loss of delivery;
11.1.4 it profit, income or its Affiliate holds all necessary permitssaving or for any indirect, approvalsconsequential or special damages regardless of whether the liability is based on a claim for negligence, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act indemnity, breach of 1992contract, 21 U.S.C. Sec. 335a (a) tort, misrepresentation or (b) (the “Act”)any other basis. In no event shall PNZ’s liability under this agreement or any transaction contemplated by this agreement exceed the event that during total amount paid to PNZ by the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free agreement during the previous six months. The Customer hereby irrevocably and clear of any security interestunconditionally releases PNZ from all obligations, lien liability, claims or other encumbrance demands in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as excess of the date of limitation. Nothing in this Agreement clause 8.3 is intended to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of limit or exclude liability under or arising from any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementNon-Excludable Condition.
Appears in 2 contracts
Warranties. 11.1 Lonza warrants that:
11.1.1 10.1 We warrant that during the applicable Subscription Term: (a) the Services shall will substantially perform as specified in the Documentation when used in accordance with the terms of this Agreement; (b) We will not materially reduce the overall level of beneficial service provided to you under the Service Level Agreement; (c) the Services have been and will for the duration of the Subscription Term continue to be tested for Malware (including without limitation scanning with current versions of industry-standard antivirus software); and (d) Professional Services will be performed in a professional professional, ▇▇▇▇▇▇▇-like manner with reasonable skill and workmanlike manner and care in accordance with all Applicable Laws;industry standards.
11.1.2 Lonza will not knowingly include 10.2 Our sole liability (and Your exclusive remedy) for any breach of the foregoing warranty shall be to correct the nonconformity, provide You with a functionally equivalent replacement or, in the Manufacturing Process any elements that infringe any case of Professional Services, reperform the nonconforming services, provided you have notified us of such intellectual nonconformity within thirty (30) days of the performance thereof. If We cannot reasonably make such correction, substitution or industrial property rights vested reperformance, as determined in any Third Party;
11.1.3 except with respect to any development services and Engineering BatchesOur sole discretion acting in good faith, We will refund You (or, in the case Your Subscription is purchased through an Authorized Reseller, arrange through such Authorized Reseller, the manufacture refund of) any prepaid fees covering the remainder of Product shall be performed in accordance with cGMP the Subscription Term for the nonconforming Service (or any Fees paid for the nonconforming Professional Services) and will meet terminate Your access to and use of the Specifications at affected Service for which You have received the date of delivery;refund.
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses 10.3 Each party hereby warrants to enable it to perform the Services at the Facility;
11.1.5 other that: (a) it has the necessary corporate authorizations authority to enter into and perform this the Agreement;
11.1.6 Lonza has never been debarred , to grant the rights granted by it under the Generic Drug Enforcement Act of 1992Agreement, 21 U.S.C. Sec. 335a (a) or and to perform its obligations under the Agreement; and (b) (the “Act”). In the event that it will comply with all applicable laws and regulations in effect during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible the Agreement as they apply to such party’s rights and obligations under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
10.4 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Warranties. 11.1 Lonza warrants Each Collaboration Supplier warrant and represent that:
11.1.1 the Services shall be performed in a professional : it has full capacity and workmanlike manner authority and in accordance with all Applicable Laws;
11.1.2 Lonza will necessary consents (including but not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batcheslimited to, where its procedures so require, the manufacture consent of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations parent company) to enter into and to perform this Agreement;
11.1.6 Lonza has never been debarred under Agreement and that this Agreement is executed by a duly authorised representative of the Generic Drug Enforcement Act Collaboration Supplier; and its obligations hereunder shall 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 1992, 21 U.S.C. Secthis Clause 7) in accordance with its own established internal procedures. 335a (a) or (b) (the “Act”). In the event that during the term of Except as expressly stated in this Agreement, Lonza all warranties and conditions, whether express or implied by statute, common law or otherwise (iincluding but not limited to fitness for purpose) becomes debarred, suspended, excluded, sanctionedare hereby excluded to the extent permitted by law. LIMITATION OF LIABILITY None of the parties exclude or limit their liability for death or personal injury resulting from negligence, or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services ▇▇▇ ▇▇▇▇. Nothing in this Agreement shall exclude or limit the liability of any party in respect of fraud or fraudulent misrepresentation. Subject always to Clauses 8.1 and 8.2, the liability of the Customer to any Collaboration Suppliers for all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise declared ineligible under this Agreement (excluding Clause 6.4, which shall be subject to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that limitations of liability set out in the event that it becomes debarredrelevant Contract) shall be limited to [ (£ ,000)]. Subject always to Clauses 8.1 and 8.2, suspendedthe liability of each Collaboration Supplier for all claims (by way of indemnity or otherwise) arising whether in contract, excludedtort (including negligence), sanctionedmisrepresentation (other than where made fraudulently), breach of statutory duty or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free be limited to [Customer to specify]. Subject always to Clauses 8.1, 8.2 and clear 8.6 and except in respect of liability under Clause 6 (excluding Clause 6.4, which shall be subject to the limitations of liability set out in the [relevant contract] [Call Off Contract]), in no event shall any security interestparty be liable to any other for: indirect loss or damage; special loss or damage; consequential loss or damage; loss of profits (whether direct or indirect); loss of turnover (whether direct or indirect); loss of business opportunities (whether direct or indirect); and/or damage to goodwill (whether direct or indirect). Subject always to Clauses 8.1 and 8.2, lien the provisions of Clause 8.5 shall not be taken as limiting the right of the Customer to amongst other things, recover as a direct loss any: additional operational and/or administrative costs and expenses arising from a Collaboration Supplier’s Default; and/or wasted expenditure or charges rendered unnecessary and/or incurred by the Customer arising from a Collaboration Supplier's Default. DISPUTE RESOLUTION PROCEDURE All disputes between any of the parties arising out of or relating to this Agreement shall be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. If the dispute cannot be resolved by the parties' representatives nominated under Clause 9.1 within a maximum of five (5) Working Days (or such other encumbrance time as otherwise agreed in favour of Lonza; and
11.2 writing by the parties) after it has been referred to them under Clause 9.1, then except where a party seeks urgent injunctive relief, the parties shall refer it to mediation pursuant to the procedure set out in Clause 9.3 unless the Customer warrants that:
11.2.1 considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. The procedure for mediation and consequential provisions relating to mediation are as of follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party shall within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to the parties that he is unable or unwilling to act, apply to the Chairman of the Law Society to appoint a Mediator; the parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held; unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings; if the parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the parties once it is signed by their duly authorised representatives; failing agreement, any of the parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties; and if the parties fail to reach agreement in the structured negotiations within twenty (20) Working Days of the Mediator being appointed, or such longer period as may be agreed by the parties, then any dispute or difference between them may be referred to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza courts. The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified resolution of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementdispute.
Appears in 2 contracts
Sources: Collaboration Agreement, Technology Services Collaboration Agreement
Warranties. 11.1 Lonza 9.1 PII represents, warrants that:
11.1.1 and covenants to Customer that it will perform all of its obligations under this Agreement in accordance with all Laws, this Agreement and the Services Requirements. Without limiting the generality of the foregoing, PII warrants and covenants that (a) each Project shall be performed in a professional conformity with the Laws and workmanlike manner the Requirements, and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be manufactured in compliance with cGMPs; (b) to PII’s actual knowledge, the performance of the Projects (including manufacture of Product) will not infringe or misappropriate any intellectual property right of any third party, except to the extent such Projects are performed in accordance with cGMP and will meet the Specifications at Service Contract or other written instructions given by Customer; (c) each shipment or other delivery of Product made by it under this Agreement, as of the date of such shipment or delivery;
11.1.4 , shall conform to the Specifications, shall be free and clear of any lien or encumbrance, and shall not be adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act (“Act”), nor an article which may not, under the provisions of Section 505 of the Act, be introduced into interstate commerce; and (d) it has and will maintain during the term of this Agreement, all government permits (including without limitation health, safety, and environmental permits), licenses, and registrations required by Regulatory Authorities, that are necessary for the conduct of the actions and procedures that it undertakes pursuant to this Agreement. Further, PII represents, warrants and covenants to Customer that PII has not been debarred and shall not employ, contract with or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it retain any person directly or indirectly to perform the Services at the Facility;
11.1.5 it work under this Agreement if such person has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred or is, to its knowledge, under investigation for debarment under the provisions of the Generic Drug Enforcement Act of 1992, including without limitation, 21 U.S.C. SecSection 335a. 335a (a) or (b) (the “Act”). In the event that If at any time during the term of this Agreement, Lonza Agreement PII (i) becomes debarred, suspendedor (ii) receives notice of action or threat of action with respect to its debarment, excludedPII shall notify Customer immediately. In the event that PII or any such person becomes debarred as set forth above, sanctionedPII shall immediately notify Customer and Customer shall have the right to terminate this Agreement immediately.
9.2 Customer represents, warrants and covenants to PII that, except to the extent that any of the following are the obligations of PII: (a) Customer shall comply with applicable Laws and Customer shall keep PII fully informed of any development relating to API or otherwise declared ineligible under Product that would affect PII’s performance of any Project with respect to the ActProduct hereunder; Lonza agrees to promptly notify Customer. Lonza also agrees that (b) in the event Customer ships Product outside of the United States, Customer shall comply fully with all export administration and control laws and regulations of the United States government as may he applicable thereto; (c) any API furnished by Customer shall meet the applicable specifications provided by Customer, and shall before use in the further processing of the Product and, to the extent of-Customer’s knowledge, shall not contain any viruses or other deleterious substances which could contaminate the processing operations of PII; and (d) Customer will provide PII with data on the chemical and physical properties, toxicity, and handling, storing, and shipping information for any Customer Materials (including API) and the Product (MSDS or equivalent) and any other information available to Customer that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under is necessary for the Act, it sale conduct of the manufacturing of the Product by PII and shall promptly cease update all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property such information provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 PII as of the date of this Agreement such information becomes available to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 2 contracts
Sources: Master Services Agreement (Horizon Pharma, Inc.), Master Services Agreement (Horizon Pharma, Inc.)
Warranties. 11.1 Lonza Each Party (a “Relevant Party”) represents, warrants and covenants to each other Party that:
11.1.1 : the Services shall be performed in a professional and workmanlike manner Relevant Party is duly incorporated, validly existing and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in good standing order under the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, law of its jurisdiction of incorporation; the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it Relevant Party has the necessary corporate authorizations full power and authority to enter into and perform its obligations under this Agreement;
11.1.6 Lonza has never been debarred under ; this Agreement constitutes binding obligations on the Generic Drug Enforcement Act Relevant Party in accordance with its terms, subject to any principles of 1992, 21 U.S.C. Sec. 335a (a) equity or (b) (the “Act”). In the event that during the term of insolvency law; other than as expressly stated in this Agreement, Lonza (i) becomes debarredthe Relevant Party has obtained all applicable corporate approvals, suspendedlicenses, excludedwaivers or exemptions as required under its constitutional documents, sanctionedapplicable law, or otherwise declared ineligible under the Act; Lonza agrees and as required by any Government Authority to promptly notify Customer. Lonza also agrees that in the event that empower it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into and perform its obligations under this Agreement. Warranties given by the Customer it has title to or a valid and ongoing lease for the Premises; it has the full right, power and authority to grant the license to the Solar Service Company and its employees, agents and Subcontractors pursuant to Clause 20 and grant of such license is not inconsistent with and will not result in a breach or default under any agreement by which the Customer is bound or that affects the Premises; if the Customer does not own the Premises, it has obtained all required consents from the owner of the Premises to have the Solar PV System installed on the Site and to grant the license to the Solar Service Company and its employees, agents and Subcontractors pursuant to Clause 20 and enter into and perform its obligations under this Agreement; it will not violate any provision of Laws, order, judgment, or violate any provision in any formation documents of Customer, the violation of which could have a material adverse effect on the ability of Customer to perform its obligations under this Agreement; it shall ensure to maintain its valid title to or rights as lessee of the Premises, as the case may be, throughout the Term, including by paying any relevant fees to Governmental Authorities and/or fees, including rental, to the owner of the Premises, as applicable, as and when due.
Appears in 2 contracts
Sources: Rooftop Solar Pv Power Purchase Agreement, Rooftop Solar Pv Power Purchase Agreement
Warranties. 11.1 Lonza 8.1 Each party hereto warrants and represents to the other party that this Agreement has been duly authorized, executed and delivered and that the performance of its respective obligations hereunder does not conflict with any order, law, rule or regulation or any agreement or understanding by which such party is bound.
8.2 Manufacturer warrants and represents that:
11.1.1 the Services 8.2.1 Each shipment of Products shall be performed in a professional manufactured, packaged, stored prior to shipment, and workmanlike manner and otherwise prepared for shipment in accordance with all Applicable Lawsthe specific formulas, formulation procedures and specifications therefor or as otherwise agreed to by Purchaser and Manufacturer in writing;
11.1.2 Lonza will not knowingly include in 8.2.2 It shall assume full liability and responsibility for compliance with federal, state, municipal and local laws, ordinances and regulations governing the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Partymanufacture and manufacturing record keeping of all Products manufactured by it for Purchaser;
11.1.3 except with respect to any development services 8.2.3 It shall, during the term of this Agreement and Engineering Batchesfor a period of three (3) years thereafter, the manufacture maintain an insurance policy in an amount of Product not less than $2,000,000, which policy shall (i) be performed issued by a reputable, financially stable, unaffiliated third party insurance company, (ii) name Purchaser, as an additional insured thereunder in accordance with cGMP its Broad Form Vendor Endorsement for Product Liability attached as Exhibit C hereto, (iii) provide that thirty days' notice shall be given to Purchaser prior to cancellation or material modification of such coverage.
8.3 Purchaser warrants and will meet the Specifications represents that:
8.3.1 It shall, at the date of deliveryits own cost and expense, assume full liability and responsibility for ensuring that all Products manufactured by Manufacturer and supplied to Purchaser have been evaluated for merchantability, safety, fitness for purpose, and performance effectiveness;
11.1.4 it 8.3.2 It shall assume full liability and responsibility for compliance with federal, state, municipal and local laws, ordinances and regulations governing labeling, advertising, publishing of claims or its Affiliate holds all necessary permitsstatements of any nature, approvals, consents and licenses storing of the Products produced by Manufacturer and supplied to enable it to perform the Services at the FacilityPurchaser;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 19928.3.3 It shall maintain, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement:
1. Insurance of the materials stored in the Storage Space covering against the perils of fire, Lonza windstorm and extended coverage and/or other perils customarily insured under "All Risk" insurance.
2. Public liability insurance, under which Purchaser and Manufacturer are named as insureds, insuring against claims for personal injury, death and property damage arising on or about the Storage Space, which relate to Purchaser's property. Said insurance shall be written with annual limits of liability of not less than One Million Dollars (i$1,000,000.00) becomes debarredcombined single limit for bodily injury and property damage arising out of any one occurrence, suspended, excluded, sanctioned, or otherwise declared ineligible under and One Million Dollars ($1,000,000.00) in the Act; Lonza aggregate. Purchaser agrees to promptly notify Customerdeliver to Manufacturer, prior to occupancy, a certificate of insurance naming Manufacturer as an additional insured. Lonza also agrees Purchaser's liability policy shall require thirty (30) days written notice to Manufacturer before cancellation can be affected. Manufacturer shall exercise such care in regard to Purchaser's property as a reasonably careful person,owning similar goods, would exercise under like circumstances. Neither the Manufacturer nor the Purchaser shall be liable to the other for loss arising out of damage to or destruction of each other's property, from causes which would normally be covered by "all risk" causes extended coverage insurance,regardless of whether such damage or destruction is the result of negligence or carelessness on the part of either Purchaser or Manufacturer or its respective agents, servants or employees. Manufacturer and Purchaser agree that the agreements provided have been determined in contemplation that each party shall,at its own expense, carry its own insurance against such risks and that the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it Manufacturer and Purchaser shall promptly cease all activities relating each look only to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product its own insurance for indemnity against such damage. The property insurance policies procured by Manufacturer and all New Customer Intellectual Property provided to Customer under this Agreement Purchaser hereunder shall pass free and clear each contain a waiver of any security interest, lien or other encumbrance in favour right of Lonza; and
11.2 Customer warrants that:
11.2.1 as of subrogation against the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementother.
Appears in 1 contract
Warranties. 11.1 Lonza In consideration of Section 3.1, during the Term of this Agreement the Publisher warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or The terms of the Cover Sheet are complete and accurate;
(b) The Publisher Content on the Publisher Properties is legal to distribute, the Publisher owns or has the legal right to use and license the Publisher Properties and the Publisher Content, and the Publisher Properties and the Publisher Content will not infringe any third-party Intellectual Property Rights;
(the “Act”). In the event that c) The Publisher Properties do not, and will not during the term of this Agreement, Lonza contain any Prohibited Content as set out in Section 12.2 below;
(id) becomes debarredThe Publisher Properties are free of any “worm”, suspended, excluded, sanctioned, “virus” or otherwise declared ineligible under other device that could impair or injure any person or entity;
(e) The Publisher will comply with all applicable laws and regulations in relation to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to performance of this Agreement;
11.1.7 subject (f) The Publisher has full legal power and authority under its organizational documents to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under enter into this Agreement shall pass free and clear of any security interestto perform the obligations contained herein, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of and the date execution of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall Publisher’s obligations by Publisher will not infringe conflict with or cause a breach or violation of any Third Party Intellectual Property rightsagreement, law, regulation or other obligation to which Publisher is a party or subject;
11.2.2 Customer will promptly notify Lonza (g) The Publisher shall provide to Snack Media such technical information to assist in writing if it receives or is notified the design, implementation and selling of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for Advertising and the provision of the Services infringes any Intellectual Property as requested by Snack Media within twenty-four (24) hours of Snack Media’s request;
(h) The Publisher shall provide to Snack Media HTML codes, as requested, that provide click-through access to the Advertising from the Publisher Properties and all other reasonably relevant information as requested by Snack Media for the proper performance of the Services within twenty-four (24) hours of Snack Media’s request;
(i) The Publisher shall not manipulate the use of Publisher Properties by generating unjustified traffic or clicks through technical or other rights unjustified, unnatural or unsustainable means, including but not limited to (i) auto-bookmarking, auto-refreshing, auto-focusing, or changing a user's homepage; (ii) serving any “404” impressions or serving impressions through pop-ups or pop-unders; (iii) serving any impressions sent through fake video players or using i-frames; (iv) requiring users to view advertisements prior to using the Publisher Properties; or (v) providing incentives to view or click through the advertisements. Publisher shall at any time upon written request give Snack Media access within seven (7) days to the log files and any other relevant files or data of a Publisher Property to verify compliance with this Section 3.2(i);
(j) At the Publisher’s own expense, the Publisher shall procure, maintain and operate all hardware, software, networks, systems and third-party services (e.g. internet access) necessary to (i) operate the Publisher
(k) The Publisher shall enable Snack Media to access its live traffic statistics from Google Analytics (or any Third Partyother traffic measurement system that Snack Media agrees to in writing) or otherwise provide any reasonable traffic statistics information in a low maintenance and reliable manner;
(l) The Network Tags and Advertising are live on all of the Publisher Properties’ ad placement positions at all times and shall not be removed or displaced;
(m) Within fourteen (14) days of the Effective Date, the Publisher shall provide Snack Media with full details of all available inventory on the Publisher Properties;
(n) The Publisher shall provide Snack Media promptly and accurately with any reasonable information Snack Media may request;
(o) The Publisher shall incorporate promptly and accurately any demographics tools into the Publisher Properties as may reasonably be required by Snack Media to maximise the Incoming Revenue (including without limitation Comscore and Quantcast), and the Publisher hereby agrees to provide any and all consents relating to information and ranking tools or similar that Snack Media may require to maximise the Incoming Revenue;
(p) If the Publisher is responsible for the implementation of Network Tags, it must have the Network Tags live within fourteen (14) days of the Effective Date; and
11.2.3 Customer has (q) The Publisher shall reasonably consider using the necessary corporate authorizations to enter into this AgreementFan Engagement Tools.
Appears in 1 contract
Sources: Snack Media Online Advertising Representation Agreement for Publishers
Warranties. 11.1 Lonza 10.1 Each Party warrants that it has full power and authority to enter into this Agreement and to perform its obligations under it.
10.2 The Client warrants that:
11.1.1 10.2.1 the Services Client Assets shall be performed in a professional not infringe any third party rights, including without limitation Intellectual Property Rights and workmanlike manner and in accordance with all Applicable Lawsrights of privacy;
11.1.2 Lonza will 10.2.2 the Client Assets shall not knowingly include contain anything that is, in the Manufacturing Process Suppliers reasonable opinion, obscene, blasphemous, defamatory, promotes or incites terrorism or hatred based on religion, race or disability, or is illegal pursuant to any elements that infringe any such intellectual applicable laws or industrial property rights vested in any Third Partyregulations;
11.1.3 except with respect to 10.2.3 the Client Assets shall not contain any development services and Engineering Batchesvirus, the manufacture worm, Trojan horse, adware, spyware or any other form of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of deliverymalicious content, code or software or similar technology or anything which may otherwise compromise Supplier’s Properties or assets;
11.1.4 10.2.4 the performance of its obligations under this Agreement shall not conflict with its obligations under any other agreement to which it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facilityis a party;
11.1.5 10.2.5 no third party litigation or claim is underway, pending or threatened which may prevent it has the necessary corporate authorizations to enter into and perform fulfilling its obligations under this Agreement;
11.1.6 Lonza has never been debarred 10.2.6 it shall comply and shall procure that its officers, employees, agents and sub-suppliers shall comply at all times with all applicable laws and regulations in respect of its receipt and usage of the Services, including but not limited to Privacy Laws;
10.2.7 it shall allow Supplier and its representatives such access to its premises and records on such occasions and at such times as Supplier shall reasonably require in order to perform its obligations under this Agreement and permit to make copies of any relevant documentation for the Generic Drug Enforcement Act purposes of 1992, 21 U.S.C. Sec. 335a (the same;
10.2.8 it shall provide an environment which:
a) or (complies with all current applicable health and safety laws and regulations;
b) (the “Act”). In the event that during the term allows safe access and working of this AgreementSupplier employees, Lonza (iagents and sub- contractors; and
c) becomes debarredprovides adequate service access space for use by delivery people, suspended, excluded, sanctionedengineers, or otherwise declared ineligible under others, whether directly employed by Supplier or not, who may require access to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in Client’s premises.
10.3 The Supplier warrants that:
10.3.1 the event that it becomes debarredSupplier Assets shall not infringe any third party rights including without limitation Intellectual Property Rights and rights of privacy;
10.3.2 when accessing the Client’s premises, suspended, excluded, sanctioned, or otherwise declared ineligible under for the Actpurposes of providing the Services, it shall promptly cease all activities relating to this Agreementcomply with applicable health and safety law and any additional health and safety policies of the Client, where Supplier is notified in advance in writing of the same by the Client;
11.1.7 subject to payment 10.3.3 the performance of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer its obligations under this Agreement shall pass free and clear of not conflict with its obligations under any security interestother agreement to which it is a party;
10.3.4 no third party litigation or claim is underway, lien pending or other encumbrance in favour of Lonzathreatened which may prevent it fulfilling its obligations under this Agreement; and
11.2 Customer warrants that:10.3.5 it shall comply and shall procure that its officers, employees, agents and sub-suppliers shall comply at all times with all applicable laws and regulations in respect of its provision of its Services, including but not limited to Privacy Laws (provided always that the Client shall remain responsible for notifying the Supplier of any Client Specific Laws and any changes to them, and shall be responsible for any resulting costs incurred by the Supplier in relation thereto).
11.2.1 as 10.4 Except for the express warranties and conditions expressly contained or referred to in this Agreement, Supplier makes no other warranties or representations regarding the Services and all warranties, conditions and other terms express or implied statutory or otherwise in respect of the date of this Agreement to the best of the Customer’s knowledge and beliefcompliance with descriptions, the Customer has all satisfactory quality or the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance fitness for purpose of the Services shall which are not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza expressly set out in writing if it receives this Agreement or is notified a particular Statement of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that Work are excluded to the use fullest extent permitted by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementlaw.
Appears in 1 contract
Sources: Cloud Services Agreement
Warranties. 11.1 Lonza I. Seller warrants thatby way of an independent guarantee that the following representations are true and correct on the Closing Date:
11.1.1 1. Seller can freely dispose of the Services contract objects and the transactions provided for herein do not and will not violate any third-party rights.
2. The assets being sold comprise all of the fixed assets needed for the current business operations of the business.
3. Seller is the legal and beneficial owner of all assets sold hereby. With the exception of the usual rights of retention and transfers of ownership by way of security, these assets are free from any encumbrances and other third-party rights.
4. The industrial property rights sold or licensed hereby are valid and have not been challenged by any third party. The conduct of Seller's business does not infringe third party intellectual property rights.
5. The contracts transferred hereby have not been breached by Seller or challenged and remain in force and, to the Seller's best knowledge, have not been breached by third parties.
6. ANNEX 6 contains a complete list of all employees and apprentices in the business who are taken over hereby.
7. Except as disclosed in ANNEX 9, no pending or threatened legal disputes exist at this time.
8. All provisions of building and construction law and trade law as well as all official orders have been complied with in constructing operational facilities and buildings.
9. No insolvency or composition proceedings have been instituted against Seller. There are no circumstances which would justify this.
10. All information made available by Seller to Buyer and its advisors prior to the execution hereof are complete and correct to Seller's best knowledge. No information of relevance to the subject matter hereof has not been disclosed.
11. Buyer is aware that the roof of the building in Beienheim and certain areas of the production floor are in need of repair. Buyer bears all costs arising from the repair to be done.
12. All permits and licences required to conduct the current operations at the Beienheim plant exist and are valid.
13. Included in the assumed liabilities (ANNEX 3) is an amount equal to the liability for pensions for all employees entitled to a company pension listed in ANNEX 6 calculated according to US GAAP by a licensed actuary as of the Closing Date.
14. The Seller maintains adequate insurance coverage for carrying on the Beienheim facility. Such insurance coverage will be maintained by the Seller until the Closing Date.
15. Between the signing hereof and the Closing Date the Seller shall be performed not enter into any transactions which exceed the normal scope of its business; the Annexes hereto contain no agreements, including employment agreements which deviate from normal business practice, unless disclosed by the Seller there have been no occurences or developments prior to the Closing Date that would result in a professional the exposure of the Buyer to risks exceeding its normal scope of business.
16. Licences or permits required for running the Beienheim facility are assignable to the Buyer.
17. No customers of the Seller's Beienheim business have indicated to the General Manager of the Beienheim facility that they would terminate or significantly reduce purchases from the Beienheim operations.
18. The financial statements including the profit and workmanlike manner and loss statements for the years 1994 through 1996 of the Beienheim facility were prepared in accordance with US Generally Accepted Accounting Principles on the basis of the principle of continuity of accounting and correctly reflect the financial results of the Beienheim plant. The interim financial statements for the period ended October 24, 1997 were prepared from the books and records of the Seller on a consistent basis, are true and correct in all Applicable Laws;material respects and accurately reflect the results of operations of the business for the period ended October 24, 1997 subject to normal corporate level and period adjustments.
11.1.2 Lonza will II.1. Should any or several of the above representations be incorrect, Buyer can demand that Seller creates the situation, within a reasonable period of time, which would exist if the representation(s) had been correct. If Seller does not knowingly include in the Manufacturing Process any elements that infringe any create a situation consistent with this Agreement within such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioneda reasonable time, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarredif this is not possible, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to Buyer can demand payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 from Seller as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof compensation for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementdamages.
Appears in 1 contract
Warranties. 11.1 Lonza The CDW Contracting Party warrants that:
11.1.1 that (i) it has validly entered into this Agreement and has the legal power to do so, (ii) the Services shall be performed in a professional and workmanlike manner and perform materially in accordance with all Applicable Laws;
11.1.2 Lonza this Agreement, (iii) subject to the “Integration with Non-CDW Services” section above, the functionality of the Services will not knowingly include be materially decreased during a subscription term, and (iv) it will not transmit Malicious Code to Client, provided it is not a breach of this subpart (iv) if Client or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Client’s exclusive remedy shall be as provided in the Manufacturing Process “Termination for Cause” section below. Client warrants that it has validly entered into this Agreement and has the legal power to do so. Notwithstanding the foregoing, Client understands and agrees that these warranties are provided to Client and its Affiliates only and shall not apply and be void to the degree that any elements that infringe any such intellectual malfunction or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, failure occurs because or resulted from (a) the manufacture of Product shall be performed Services not used in accordance with cGMP this Agreement and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or any other written instructions; (b) the Services being altered, modified, or converted by Client without the prior written approval of the CDW Contracting Party; (c) the “Act”)malfunctioning of Client’s or third-party’s hardware or software or site preparation, or site or environmental conditions; (d) accident, abuse or misapplication of the Services; or (e) the Services, or a portion thereof, becoming inoperative due to any other causes outside the control of the CDW Contracting Party. In The CDW Contracting Party shall not be required to respond to a warranty claim under this section to the event extent that during Client has not timely paid amounts due and owing to the term of CDW Contracting Party under this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees Client acknowledges that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as no employee of the date of this Agreement CDW Contracting Party is authorized to the best make any representation or warranty on behalf of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third CDW Contracting Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into is not in this Agreement.
Appears in 1 contract
Sources: End User License Agreement
Warranties. 11.1 Lonza Consultant represents and warrants to the Company that:
11.1.1 : (a) Consultant is free to enter into this Agreement, and that this engagement does not violate or conflict with the terms of any agreement between Consultant and any third party; (b) Consultant has the knowledge, experience and skills to provide the Services; (c) Consultant will provide the Services shall be performed in a good faith and professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will industry standards and any applicable laws, rules and regulations; (d) Consultant has the right to grant the rights and assignments granted herein, without the need for any assignments, consents, approvals or other rights not knowingly include yet obtained; (e) the Services, including any deliverables required hereunder, shall be free from material errors or other defects and shall substantially conform to any specifications for such Services and/or deliverables as set forth or referenced on Exhibit A attached hereto; (f) the Creations (and the exercise of the rights granted herein with respect thereto) do not and shall not infringe, misappropriate or violate any patent, copyright, trademark, trade secret, publicity, privacy or other rights of any third party; (g) neither the Creations nor any element thereof shall be subject to any restrictions or to any liens, pledges, security interests or other encumbrances; and (h) each of Consultant’s employees and contractors (if any) involved in the Manufacturing Process any elements that infringe development of the Creations have executed (or, prior to any such intellectual or industrial property involvement shall execute) a written agreement with Consultant in which such persons (i) assign to Consultant all right, title and interest in and to the Creations in order that Consultant may fully grant the rights vested to the Company as provided herein and (ii) agree to be bound by confidentiality and non-disclosure obligations equivalent to those set forth in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza . Consultant further represents and warrants to the Company that Consultant has never been and is not currently: (a) an individual who has been debarred under by the Generic Drug Enforcement Act of 1992, FDA pursuant to 21 U.S.C. Sec. 335a (a§ 335a(a) or (b) (“Debarred Individual”) from providing services in any capacity to a person that has an approved or pending drug product application, or an employer, employee or partner of such a Debarred Individual; or (b) a corporation, partnership or association that has been debarred by FDA pursuant to 21 U.S.C. § 335a(a) or (b) (“Debarred Entity”) from submitting or assisting in the “Act”)submission of a drug application, or an employee, partner, shareholder, member, subsidiary or affiliate of a Debarred Entity; nor does Consultant employ any such person in respect of the Services. In Consultant shall immediately notify the event that Company in writing if Consultant, at any time during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear aware of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementsuch circumstances.
Appears in 1 contract
Warranties. 11.1 Lonza 7.1 Existing Shareholders and the Company warrant that:
7.1.1 Existing Shareholders and the Company make representations and warranties to Party B according to the terms of Appendix 2 hereto;
7.1.2 Existing Shareholders and the Company acknowledge that Party B’s execution of the Agreement relies on these undertakings as mentioned in Article 5. Each undertaking or warranty shall be deemed independent from others and (unless otherwise expressed) shall not be limited or restricted by any other warranties or undertakings or any other provisions of the Agreement;
7.1.3 Warranties shall be deemed to be made on the basis of the existing facts and circumstances on the date of the Agreement and prior to the Completion Date of Equity Transfer and Capital Increase;
7.1.4 Existing Shareholders undertake to notify Party B in writing immediately when they are aware of any fact or event which may cause any warranty to be untrue or incorrect or misleading in any aspect; and
7.1.5 Existing Shareholders agree to assume all economic and legal liabilities and compensate Party B for any direct or indirect losses in case of breach of their undertakings or Warranties hereunder.
7.2 PAMC Group warrants that:
11.1.1 the Services shall be performed in a professional 7.2.1 Party A and workmanlike manner Party B are entities duly incorporated and existing in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include the laws of the places where they are registered; Party A and Party B are related parties in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested interests and the parties acting in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed concert in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services Agreement; Both the parties shall not infringe any Third share equally the liabilities for payment and others as mentioned herein and guarantee mutually for the liabilities assumed by them.
7.2.2 Execution and performance of the Agreement by Party Intellectual Property rightsA and Party B:
(i) Are within their respective power and business scope;
11.2.2 Customer will promptly notify Lonza (ii) Necessary activities and procedures have been taken, including, but not limited to, authorization, examination, approval, internal decisions and any other approval have been obtained in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that accordance with the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Partylaw; and
11.2.3 Customer (iii) Shall not violate any law or contract binding upon them.
7.2.3 The Agreement shall, once executed, constitute legal and effective obligations binding upon Party A and Party B;
7.2.4 Party A and Party B make undertakings to Party C that they shall abide by all provisions of the Agreement;
7.2.5 Party A and Party B shall assume all economic and legal liabilities and compensate Party C for the losses as a result of their violation of the aforesaid Warranties and undertakings;
7.2.6 If Party A and Party B fail to pay Party C the Total Conversion Price according to Article 6 hereof (except for non-payment under the circumstances as specified in Article 6 hereof), Party C may issue a written notice to Part A and Party B,
(i) Requiring Party A and/or Party B to perform its/their obligations continually; or
(ii) Terminating the Agreement, in which case, Party B shall be entitled to require the Company to refund the Capital Increase Amount paid by Party B, and the Company and Existing Shareholders shall assist in handling all necessary procedures for refunding such Capital Increase Amount paid. After the Company has refunded such Capital Increase Amount paid, Party B shall cooperate with the Company and Existing Shareholders in signing all relevant legal documents and completing all necessary corporate authorizations industrial and commercial procedures and restoring the Company’s registered capital and shareholders’ equity proportion to enter into this Agreementthe original status when the Agreement is signed.
Appears in 1 contract
Sources: Equity Transfer and Capital Increase Agreement (Redgate Media Group)
Warranties. 11.1 Lonza 5.1 The Seller represents and warrants thatto the Buyer as follows:
11.1.1 (a) the Services shall be performed in a professional Seller has obtained all corporate authorisations and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual other applicable governmental, statutory, regulatory or industrial property rights vested in any Third Party;
11.1.3 except with respect other consents, licences, authorisations, waivers or exemptions required to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 empower it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform its obligations under this Agreement;Agreement and the Ancillary Agreements; and
11.1.6 Lonza (b) all of the Shares are fully-paid or properly credited as fully-paid and the Seller is the sole legal and beneficial owner of them free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever.
5.2 The Seller acknowledges that the Buyer has never been debarred under entered into this Agreement and the Generic Drug Enforcement Act Ancillary Agreements in reliance upon the warranties contained in clause 5.1.
5.3 Except as regards the Buyer's and each Buyer Party's representations and warranties in clause 5.4, and except for fraud and deliberate malfeasance, the Seller agrees to waive the benefit of 1992all rights (if any) which the Seller may have against the Company, 21 U.S.C. Sec. 335a or any present or former officer or employee of the Company, on whom the Seller may have relied in agreeing to any term of this Agreement and the Seller undertakes not to make any claim in respect of such reliance.
5.4 The Buyer and each Buyer Party represents and warrants to the Seller as follows:
(a) it has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party;
(b) the Company has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under the Ancillary Agreements to which it is a party; and
(c) there is no agreement (whether in writing or otherwise) or any present intention or negotiations by or on behalf of the “Act”). In Buyer or any member of Buyer's Group, to issue, transfer or otherwise dispose of any equity interest in the event Company, or transfer or otherwise dispose of all or substantially all of the assets of the Company, to a third party.
5.5 The Buyer and each Buyer Party acknowledges that during the Seller has entered into this Agreement and the Ancillary Agreements in reliance upon the warranties contained in clause 5.4.
5.6 Except as regards the Seller's representations and warranties contained in clause 5.1 and except for fraud and deliberate malfeasance, the Buyer and each member of the Buyer's Group that is a party to this Agreement agrees to waive the benefit of all rights (if any) which it may have against the Seller or any member of the Seller's Group or any present or former officer or employee of the Seller or any member of the Seller's Group on whom it may have relied in agreeing to any term of this Agreement and undertakes not to make any claim in respect of such reliance.
5.7 Each of the warranties in this clause 5 shall be construed as a separate warranty and shall not be limited or restricted by reference to or inference from the terms of the other warranty or any other term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 1 contract
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 14.1 The Customer warrants that:
11.2.1 as 14.1.1 it is either the Owner of the date Goods or the authorised agent of this Agreement the Owner of any Goods in respect of which the Customer instructs the Company;
14.1.2 it is authorised to agree to these trading terms and conditions on behalf of any person or company that it represents;
14.1.3 in the event that the Customer acts as the authorised agent of the Owner of the Goods, that the Owner is bound by these standard terms and conditions;
14.1.4 its annual turnover exceeds the thresholds set out in the Consumer Protection Act 68 of 2008 and the National Credit act of 34 of 2005, and, in any event, warrants that is annual turnover exceeds R2 million per annum;
14.1.5 if the Customer is a close corporation or limited liability company, then its members and/or directors personally guarantee, jointly and severally, the due performance of all the obligations of the Customer to the best Company and the representative of the Customer warrants that he is duly authorised to bind such members and/or directors and act as the Customer’s knowledge agent in all his dealings with the Company;
14.1.6 all information provided is accurate and beliefcomprehensive and no necessary or pertinent information has been withheld, and the Customer has indemnifies the Company against all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights claims, penalties, fines, damages (direct and indirect) and expenses arising as a result of any Third Party breach of this undertaking;
14.1.7 the Goods concerned are suitable for the type and mode of carriage contemplated in or on the performance transport device concerned, and that the transport device is in a proper condition to carry the Goods safely and complies with the requirements of all relevant transport authorities and Carriers;
14.1.8 the Goods comply with all relevant laws and regulations;
14.1.9 the Goods are accompanied by all necessary completed documents, save to the extent that the Company has undertaken to prepare or procure this, failing which the Company shall be entitled to withhold delivery until the document has been provided;
14.1.10 the Goods are appropriately stowed, marked, and labelled, and properly packed to withstand handling and storage;
14.1.11 it has the requisite International Maritime Dangerous Goods Code (IMDG) certification to handle hazardous Goods, where applicable.
14.1.12 no claims shall be made against any director, member, servant, employee or agent of the Services Company in their respective personal capacities which imposes or attempts to impose upon them any liability in connection with the rendering of any services which are the subject of these trading terms and conditions or any act or omission arising during the course and scope of their employment, and it hereby waives all and any such claims.
14.2 No warranties or representations by the Company to the Customer shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza be valid or binding unless expressly contained in writing if it receives or is notified of and made by a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision representative of the Services infringes any Intellectual Property or other rights Company with the actual authority of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations Company to enter into this Agreementdo so, in response to a written enquiry specifying accurately and in complete detail what information is required.
Appears in 1 contract
Warranties. 11.1 Lonza warrants So long as we are indebted to you, we warrant, represent and agree that:
11.1.1 A. the Services value of our inventory in which you have a security interest shall be at least A. One Million Dollars 1,000,000.00
B. the value of our personal property and inventory in which you have a security interest shall be at least $ 2,000,000 ***Two Million Dollars
C. all security interests granted by us to you or caused by us to be granted to you are and will be first security interests on the property described in any and all documents pursuant to which such grant has been made ( except insofar as we have notified you to the contrary in writing),
D. the property covered by all security agreements delivered or caused to be delivered by us to you 15 solely owned by us or the party described in such security agreement:
E. the property covered by all security agreements delivered or caused to be delivered by us to you is free and clear of all liens, encumbrances, security interests and adverse claims other than created by such security agreements.
F. the property covered by all security agreements delivered or caused to be delivered by us to you is kept in good condition and repair, is not subject to waste, will not (except for sales of inventory in the ordinary course of business) be sold, transferred or assigned or removed from the premises described in this Security Agreement without first obtaining your prior written consent.
G. all accounts will have been created by absolute sales of our merchandise of services, will be genuine, bonafide and collectible, and we will have and convey good unencumbered and absolute title to our account debtors free of all third party claims:
H. accounts will not be subject to any dispute, right of offset, counterclaim, or right of cancellation (except as such returns may be accepted pursuant to Paragraph 10 herein):
I. at the time of creation of accounts, all property giving rise to our accounts will have been delivered to, and unconditionally accepted by each account debtor:
J. we will have performed in a professional and workmanlike manner and in accordance with all Applicable Lawsthings required of us by the terms of all agreements or purchase orders giving rise to all accounts;
11.1.2 Lonza K. all accounts will not knowingly include in be due and unconditionally payable on terms of thirty (30) days or less, or on such other terms (as are acceptable to you) which are expressly set forth on the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Partyface of all invoices, copies of which shall be delivered to you, and no account will then be past due;
11.1.3 except L. all facts, figures and representations given or caused by us to be given to you in connection with respect the value of the property given to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it you as security or its Affiliate holds all necessary permits, approvals, consents and licenses regarding each advance or account or pertaining to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer anything done under this Agreement shall pass free be true and clear correct,
M. our books and records fully and accurately reflect all of our assets and liabilities (absolute and contingent), are kept in the ordinary course of business in accordance with generally accepted accounting principles consistently applied and all information contained therein is true and correct;
N. the fair market value of the property covered by all security agreements delivered by us to you, is and shall at all times be, not lass than the price which we paid therefor (less normal depreciation caused by ordinary wear and tear) and as represented to you;
O. we will not borrow any money except under this Agreement without first obtaining your prior 0. written consent;
P. we will not sell or assign any of our accounts or pisd9a, encumber, hypothecate, mortgage otherwise create or grant any security interest on any of our property except to you;
Q. all taxes of any security interestgovernmental or taxing authority due of payable by, lien or other encumbrance imposed, levied or assessed against us, have been paid and shall be paid in favour of Lonza; and
11.2 Customer warrants thatfull before delinquency:
11.2.1 R. there are no actions or proceedings pending by or against us before any court or administrative agency. and there are no pending, threatened, or known to be imminent litigation, governmental investigations, or claims, complaints, or prosecutions involving us except as of the date of this Agreement heretofore disclosed in writing to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rightsyou;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that S. we have the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations legal power and authority to enter into this AgreementAgreement and to perform and discharge our obligations hereunder,
T. if we are a corporation, we will do all things necessary to preserve our good standing in any state in which we are incorporated and do business.
U. every payment falling due on accounts assigned to you will be duly paid and received by us on or before the earlier of ninety (90) days from the date of each invoice or sixty (60) days from the due date of each invoice ,and
V. We will not move the location of our business from 13000 S. Spring Street Los Angeles, CA, and will riot move our inve▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ibit 'A' without thirty (30) days prior written notice to you,
Appears in 1 contract
Warranties. 11.1 Lonza 9.1 Subject to the remainder of this clause 9, the Supplier warrants that:
11.1.1 that the Subscribed Services shall be performed (excluding the Platform Partner Services) will conform in all material respects to the Description for a professional period of 7 days from the time the Subscribed Services are made available and workmanlike manner and set up has been completed by the Supplier in accordance with all Applicable Laws;clause 2.2 (Warranty Period).
11.1.2 Lonza will not knowingly include 9.2 If, within the Warranty Period, the Customer notifies the Supplier in writing of any defect or fault in the Manufacturing Process any elements Subscribed Services in consequence of which it fails to conform in all material respects to the Description and the Supplier is of the opinion that infringe any this is the case, and such intellectual defect or industrial property rights vested fault has not occurred as a result of the circumstance set out in any Third Party;
11.1.3 except with respect to any development services and Engineering Batchesclause 9.7, the manufacture Supplier shall, at the Supplier's option, do one of Product shall be performed the following:
9.2.1 use reasonable endeavours to repair or replace the impacted Services within a reasonable time; or
9.2.2 (whether or not it has first attempted to repair or replace the impacted Service), terminate this Agreement immediately by notice in accordance with cGMP writing to the Customer and will meet refund any of the Specifications Fees paid by the Customer as at the date of deliverytermination (less a reasonable sum in respect of the Customer's use of the Subscribed Services to the date of termination) on return of Supplier’s Confidential Information, provided the Customer provides all the information that may be necessary to assist the Supplier in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Supplier to re-create the defect or fault.
9.3 To the maximum extent permitted by law, clause 9.2 sets out the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 9.1.
9.4 The Customer accepts responsibility for the selection of the Subscribed Services to achieve its intended results and acknowledges that the Subscribed Services has not been developed to meet the individual requirements of the Customer.
9.5 The Customer acknowledges that, unless otherwise stated in our Agreement, the Open Source Software, Free or Trial Services, Support Services and the Human Compliance Will Checking Service provided in connection with this Agreement are provided ‘as is’ and without warranty to the maximum extent permitted by law and to that end Sections 13 and 14 of the Supply of Goods and Services ▇▇▇ ▇▇▇▇ shall not apply to any of the Open Source Software, Free or Trial Services, Support Services or the Human Compliance Will Checking Service provided by the Supplier under this Agreement.
9.6 The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in cloud services and that the Supplier shall have no liability for any such delays, interruptions, errors or other problems.
9.7 The warranties in clause 9.1 are subject to the limitations set out in clause 19 and shall not apply to the extent that any error in the Services arises as a result of:
9.7.1 incorrect operation or use of the Services by the Customer, any Authorised Affiliate or any Authorised User (including any failure to follow the Documentation or any instructions of the Supplier, or failure to meet minimum specifications as may be specified by the Supplier from time to time);
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform 9.7.2 use of any of the Services at other than for the Facilitypurposes for which it is intended;
11.1.5 9.7.3 use of any Services with other software or services or on equipment with which it has is incompatible (unless the necessary corporate authorizations to enter into and perform this AgreementSupplier recommended or required the use of that other software or service or equipment);
11.1.6 Lonza has never been debarred under 9.7.4 any act by any third party (including hacking or the Generic Drug Enforcement Act introduction of 1992, 21 U.S.C. Sec. 335a (a) any virus or (b) (the “Act”malicious code). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment 9.7.5 any act or omission of undisputed invoicesa Platform Partner;
9.7.6 any modification of Services (other than that undertaken by the Supplier or at its direction); or
9.7.7 any breach of our Agreement by the Customer (or by any Authorised Affiliate, title to all Product and all New Authorised User and/or sub-licensee).
9.8 The Supplier may make Non-Supplier Materials available for the Customer’s use in connection with the Services. The Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear agrees that:
9.8.1 the Supplier has no responsibility for the use or consequences of use of any security interest, lien Non- Supplier Materials;
9.8.2 the Customer’s use of any Non-Supplier Materials shall be governed by the applicable terms between the Customer and the owner or other encumbrance licensor of the relevant Non-Supplier Materials;
9.8.3 the Customer is solely responsible for any Non-Supplier Materials used in favour connection with the Services and for compliance with all applicable third party terms which may govern the use of Lonzasuch Non-Supplier Materials; and
11.2 9.8.4 the continued availability, compatibility with the Services and performance of the Non- Supplier Materials is outside the control of the Supplier and the Supplier has no responsibility for any unavailability of or degradation in the Services to the extent resulting from the availability, incompatibility or performance of any of the Non-Supplier Materials;
9.9 The Customer warrants acknowledges that the Supplier does not warrant that, and no liability or obligation is accepted by the Supplier (howsoever arising whether under contract, tort, in negligence or otherwise) that:
11.2.1 as of 9.9.1 the date of this Agreement to the best of Subscribed Services shall meet the Customer’s knowledge individual needs, whether or not such needs have been communicated to the Supplier;
9.9.2 the operation of the Subscribed Services shall be uninterrupted or error free; or
9.9.3 the Subscribed Services will be compatible with any other software or service or with any hardware or equipment (except to the extent expressly referred to as compatible in Description).
9.10 The Customer agrees and beliefacknowledges that the tools, information, advice, materials and opinions provided as a result of the Human Compliance Will Checking Service, or contained on the Websites, in a Zoom/video meeting, support materials or elsewhere are to assist the Customer has in drafting and content for documents for the Customer’s clients or customers. However, all the rights necessary tools, information, advice, material and opinions provided as a result of the Human Compliance Will Checking Service, or contained on the Websites, in a Zoom/video meeting, support materials or elsewhere are not intended to permit Lonza constitute specific legal, will writing, estate planning, tax planning or other professional advice, and should not be relied on or treated as a substitute for specific advice relevant to perform particular circumstances. The Supplier does not guarantee or provide any warranty that this information is correct, complete or up to date. The Supplier does not accept any responsibility for any loss, damage or otherwise which may arise from reliance on tools, information, advice, materials and opinions provided as a result of the Services without infringing Human Compliance Will Checking Service, or published on the Intellectual Property rights of any Third Party Websites, in a Zoom/video meeting, support materials or elsewhere, and the performance of indemnity at clause 4 shall apply.
9.11 Other than as set out in this clause 9, and subject to clause 19.7, all other warranties, conditions, terms, undertakings or obligations which might have effect between the Services shall not infringe parties whether express or implied into this Agreement or any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives collateral contract, whether by statute, common law or is notified of otherwise, are hereby excluded to the fullest extent allowed by applicable law, including any implied terms, conditions, warranties or other terms as to satisfactory quality, fitness for any particular purpose or ability to achieve a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property particular result, or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementreasonable skill and care.
Appears in 1 contract
Warranties. 11.1 Lonza warrants 7.1 Each Collaboration Supplier warrant and represent that:
11.1.1 the Services shall be performed in a professional 7.1.1 it has full capacity and workmanlike manner authority and in accordance with all Applicable Laws;
11.1.2 Lonza will necessary consents (including but not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batcheslimited to, if its processes require, the manufacture consent of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations parent company) to enter into and to perform this Agreement;Agreement and that this Agreement is executed by an authorised representative of the Collaboration Supplier
11.1.6 Lonza has never been debarred under 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 Generic Drug Enforcement Act generality of 1992, 21 U.S.C. Sec. 335a (athis clause 7) or (b) (the “Act”). In the event that during the term of in accordance with its own established internal processes
7.2 Except as expressly stated in this Agreement, Lonza all warranties and conditions, whether express or implied by statute, common law or otherwise (iincluding but not limited to fitness for purpose) becomes debarred, suspended, excluded, sanctionedare excluded to the extent permitted by law. 38 OFFICIAL-SENSITIVE COMMERCIAL MOD No - 706759450 Limitation of liability
8.1 None of the parties exclude or limit their liability for death or personal injury resulting from negligence, or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services Act 1982.
8.2 Nothing in this Agreement will exclude or limit the liability of any party for fraud or fraudulent misrepresentation.
8.3 Subject always to clauses 8.1 and 8.2, the liability of the Buyer to any Collaboration Suppliers for all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than if made fraudulently), breach of statutory duty or otherwise declared ineligible under this Agreement (excluding Clause 6.4, which will be subject to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that limitations of liability set out in the event that it becomes debarredrelevant Contract) will be limited to [(£,000)].
8.4 Subject always to clauses 8.1 and 8.2, suspendedthe liability of each Collaboration Supplier for all claims (by way of indemnity or otherwise) arising whether in contract, excludedtort (including negligence), sanctionedmisrepresentation (other than if made fraudulently), breach of statutory duty or otherwise declared ineligible under this Agreement will be limited to [Buyer to specify].
8.5 Subject always to clauses 8.1, 8.2 and 8.6 and except in respect of liability under clause 6 (excluding clause 6.4, which will be subject to the Actlimitations of liability set out in the [relevant contract] [Call-Off Contract]), it shall promptly cease all activities in no event will any party be liable to any other for:
8.5.1 indirect loss or damage
8.5.2 special loss or damage
8.5.3 consequential loss or damage
8.5.4 loss of profits (whether direct or indirect)
8.5.5 loss of turnover (whether direct or indirect)
8.5.6 loss of business opportunities (whether direct or indirect)
8.5.7 damage to goodwill (whether direct or indirect)
8.6 Subject always to clauses 8.1 and 8.2, the provisions of clause 8.5 will not be taken as limiting the right of the Buyer to among other things, recover as a direct loss any:
8.6.1 additional operational or administrative costs and expenses arising from a Collaboration Supplier’s Default
8.6.2 wasted expenditure or charges rendered unnecessary or incurred by the Buyer arising from a Collaboration Supplier's Default Dispute resolution process
9.1 All disputes between any of the parties arising out of or relating to this Agreement;Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 39 OFFICIAL-SENSITIVE COMMERCIAL MOD No - 706759450
11.1.7 subject 9.2 If the dispute cannot be resolved by the parties' representatives nominated under clause
9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to payment of undisputed invoicesthem under clause 9.1, title then except if a party seeks urgent injunctive relief, the parties will refer it to all Product mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and all New Customer Intellectual Property provided considering any objections to Customer under this Agreement shall pass free mediation raised by the other parties) that the dispute is not suitable for resolution by mediation.
9.3 The process for mediation and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants thatconsequential provisions for mediation are:
11.2.1 as of 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President of the Law Society to appoint a Mediator
9.3.2 the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations
9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings
9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives
9.3.5 failing agreement, any of the parties may invite the Mediator to provide a nonbinding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties
9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.courts
Appears in 1 contract
Sources: G Cloud 13 Call Off Contract
Warranties. 11.1 Lonza You or the employee or person acting on your behalf represents, undertakes and warrants to M-Biz that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations full legal authority to bind you and that you have the right to enter into and to perform this Agreement and to grant the licenses and rights hereby granted to M-Biz and that in particular, but without limiting the generality of the foregoing, you are the owner or are otherwise entitled to licence to M-Biz the use of the Intellectual Property Rights in the Advertisements as envisaged by this Agreement;
11.1.6 Lonza has never been debarred under 11.1.2 you are the Generic Drug Enforcement Act owner of 1992, 21 U.S.C. Sec. 335a (a) each Advertisement you Deliver to us in connection with the use of the M-Biz Services or (b) (that you are legally authorized to act on behalf of the “Act”). In owner of such Advertisement for the event that during the term purposes of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment 11.1.3 that the marketing distribution and display of undisputed invoices, title to all Product and all New Customer the Advertisements by M-Biz shall not infringe upon any Intellectual Property Rights right of privacy or publicity or any other proprietary rights of third parties in each of the applicable Territories (including but not limited to copyright, trademarks, patent, consumer protection laws, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right);
11.1.4 that none of the Advertisements provided by you hereunder contain any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the M-Biz Services, the Customized Mobile Games or intercept or expropriate any system data or personal information from the M-Biz Service;
11.1.5 you will comply with all legal and regulatory requirements from time to Customer under this Agreement shall pass free time affecting the marketing and clear distribution and display of the Advertisements in each of the applicable Territories including any age restrictions or ratings (any Advertisements directed to children will fully comply with applicable laws, regulations and codes of practice).
11.1.6 there are no claims, demands or pending lawsuits involving Intellectual Property Rights in the Advertisements;
11.1.7 you will give full particulars to M-Biz as soon as you become aware of any security interestactual or threatened claim by any third party in connection with the M-Biz Services, lien the Customized Mobile Games and/or the Advertisements;
11.1.8 nothing contained in the Advertisements breaches any laws, regulations or other encumbrance in favour codes of Lonza; andpractice or is, without limitation, unlawful, obscene or defamatory, pornographic, abusive, offensive, hate-related or otherwise violates any applicable law or right of any third party.
11.2 Customer M-Biz represents, undertakes and warrants to you that:
11.2.1 as it has the right to enter into and to perform this Agreement and to grant the licenses and rights hereby granted to you and that in particular, but without limiting the generality of the date foregoing, it is the owner or is otherwise entitled to licence to you the use of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rightsRights as envisaged by this Agreement;
11.2.2 Customer the use of the M-Biz Service, as it relates to the Advertisements, does not and will promptly notify Lonza in writing if it receives no way violate or is notified of a formal written claim from a Third Party that Customer Information and/or Customer infringe any third party Intellectual Property Rights of any person within the Territories.
11.3 M-Biz does not warrant that the functions of the M-Biz Services will meet any particular requirements or that all mobile devices are compatible with the M-Biz Services or the Advertisements or that its operation will be entirely error-free or that all program defects are capable of correction or improvement. In the case where you discover errors or defects in the M-Biz Services then you shall notify M-Biz and M-Biz shall take reasonable steps to remedy those defects or errors.
11.4 M-Biz does not warrant any results of the use by Lonza thereof for the provision of the M-Biz Services infringes any Intellectual Property or other rights (including the results of any Third Party; andadvertising campaign carried out through the M-Biz Services) and you assume all risk and responsibility of such advertisement campaigns.
11.2.3 Customer has 11.5 M-Biz disclaims all guarantees regarding positioning, ranking, ratings or the necessary corporate authorizations levels of Advertisements' display or clicks, Conversion rates, or any other End User actions connected to enter into the Advertisements.
11.6 To the maximum extent permitted by applicable law, all other warranties including, but not limited to, any implied warranties of merchantability, satisfactory quality or fitness for a particular purpose or ability to achieve a particular result are hereby excluded by M-Biz. In the absence of fraud, no oral or written information or advice given by M-BIZ or its agents or licensees shall create a warranty or give rise to any other liability other than is given in this Agreement.
Appears in 1 contract
Sources: Advertising Agreement
Warranties. 11.1 Lonza Till the end of the Guarantee period, the Pledgor warrants that:
11.1.1 5.1 the Services shall be performed Pledgor will take any and all necessary measures in a professional order to ensure the full validity of the Articles of Association and workmanlike manner to safeguard any and in accordance with all Applicable Lawsrights of the Pledgor itself and the Guarantee agency (for the purposes of rights and interests of the Secured parties) under the Articles of Association;
11.1.2 Lonza will not knowingly include in 5.2 should any issue which may materially affect the Manufacturing Process Equity or values of such Equity or which may interfere, impair or otherwise cause proper performance of any elements that infringe any such intellectual or industrial property rights vested in any Third Partyobligation of the Pledgor under the Agreement and/or under the Articles of Association occur, the Pledgor shall so notify the Guarantee agency without delay;
11.1.3 except with respect 5.3 upon receipt of any notification pertaining to any development services and Engineering Batchesthe Equity by the Pledgor, the manufacture Pledgor shall provide a copy of Product shall be performed in accordance with cGMP and will meet such notification to the Specifications at the date of deliveryGuarantee agency without delay;
11.1.4 it or its Affiliate holds 5.4 the Pledgor shall fully observe any and all PRC laws and regulations in connection with the Equity and handle and complete all formalities as may be necessary permitsfor establishment of the Pledge, including without limitation to acquisition of any and all approvals, registrations, recordings and consents and licenses as set forth from article 3.2 (inclusive) to enable it to perform the Services at the Facilityarticle 3.4 (inclusive);
11.1.5 it has 5.5 the necessary corporate authorizations Pledgor shall not establish, maintain or update any guarantee of the Equity of any nature or permit the same to enter into and perform this be established, maintained or updated except for the guarantee as established under the Agreement;
11.1.6 Lonza has never been debarred 5.6 without prior written consent of the Guarantee agency, the Pledgor shall not sell, confer, assign or otherwise dispose the Equity;
5.7 the Pledgor shall subsequent to completion of perfection formalities for the guarantee under the Generic Drug Enforcement Act Agreement establish premier priority pledge right for the Equity;
5.8 except for any legal preferential debt universally applicable for the Company, the Pledgor shall ensure that the obligations of 1992the Pledgor under the Agreement shall be at least in the equivalent compensational rank with other obligations non-guaranteed of the Pledgor at present and in the future;
5.9 unless otherwise specified by the Trust Deed, 21 U.S.C. Sec. 335a the Pledgor shall ensure that there is not any restriction with regard to the Company’s paying dividends to shareholders of the Company except for such restrictions as provided by applicable laws;
5.10 the Pledgor shall not out of any act or omission derogate values of the Equity or impair any rights and interests of the Guarantee agency in such Equity (for the purposes of the Secured parties);
5.11 in case of any material adverse effect caused in any form (as defined in article 5 of the Terms and conditions), the Pledgor shall not without prior written consent of the Guarantee agency
(a) or modify the Articles of Association of any other duly established documents; or
(b) enact any agreement with any shareholder or any investor;
5.12 without prior consent of the Guarantee agency, the Pledgor shall not increase the registered capital of the Company, and if the Company increases its registered capital with prior consent of the Guarantee agency, the Pledgor shall (a) upon request of the “Act”). In Guarantee agency immediately pay off the event that during newly added equity from the term portion of this Agreementthe registered capital so added; (b) for the purpose of the newly added equity from the portion of the registered capital so added immediately pursuant to a pledge agreement equivalent to the Agreement in the form and in nature Pledge the same to the Guarantee agency (for the purposes of rights and interests of the Secured parties) so as to secure the discharge of the Guaranteed debts; and (c) handle and complete any and all formalities for the effectiveness of the Pledge of such new shares, Lonza (i) becomes debarredincluding but not limited to acquiring any and all approvals, suspendedregistrations, excluded, sanctioned, recordings and consents as set forth in article 3.2 to article 3.4;
5.13 the Pledgor shall not make any act or otherwise declared ineligible omission or permit any act or omission be made by others where such act or omission may lead to contravention of provisions of the Agreement or the Articles of Association by the Pledgor or may or is probably to impair rights and interests of each Secured party under the Act; Lonza agrees Finance documents;
5.14 in order to promptly notify Customer. Lonza also agrees ensure that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible Pledgor may perform its obligations under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment Agreement or for the purpose of undisputed invoices, title to all Product validity and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear enforceability of any security interestFinance document, lien for any authorization in contravention of requirements of any law or other encumbrance in favour of Lonzaregulation, the Pledgor shall immediate
(a) acquire and maintain such authorization and be abided by its provisions; and
11.2 Customer warrants that:(b) provide a copy of such authorization verified as true and accurate to the Guarantee agency;
11.2.1 5.15 if the Pledge under the Agreement can be realized pursuant to article 7.1, the Pledgor shall give the Guarantee agency with any and all assistances as may be necessary for realization of the date of this Agreement Pledge as stipulated in article 7.2 or ensure such assistances be given to the best of Guarantee agency by the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if Company as it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Partymay be; and
11.2.3 Customer has 5.16 the necessary corporate authorizations to enter into this AgreementPledgor shall ensure that the Company may as per provisions of applicable laws and regulations approve, replay, negotiate and pay up any and all registered capital.
Appears in 1 contract
Sources: Pledge Agreement (GCL Silicon Technology Holdings Inc.)
Warranties. 11.1 Lonza Each of the parties warrants that:
11.1.1 to the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements other that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into full legal power, authority and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations right to enter into this Agreement and to perform its obligations under this Agreement. It is acknowledged and agreed by Aston and the Company that this Agreement provides for the carrying out of research and/or the use of materials whose properties and safety may not have been established and that specific results are not guaranteed and that any results, materials, information or Resulting IPR or Background IPR provided under this Agreement are provided ‘as is’. Limitation of Liability Neither party limits its liability for: death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors; or fraud by it or its employees; or breach of any obligation as to title implied by statute; or any other act or omission, liability for which may not be limited under Applicable Law. Subject to paragraph 16.1 neither party will be liable to the other for Economic Loss; and Anti Bribery Each party will: comply with Anti Bribery Law; not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act if such activity, practice or conduct had been carried out in the UK; have and will maintain in place, its own policies and procedures, including Adequate Procedures, to ensure compliance with Anti Bribery Law and this clause 17, and will enforce them where appropriate; and procure and ensure that all of its Associated Persons comply with this clause 17. The Company will comply with ▇▇▇▇▇’s policy on Bribery Prevention, Gifts and Hospitality. If either party of Aston or the Company breaches this clause 17 then, without prejudice to any other rights or remedies, the other party may immediately terminate this Agreement on written notice to the party in breach. Modern Slavery The parties will comply with the Modern Slavery Act 2015 and all associated regulations. The parties agree not to engage in any practice or conduct which would constitute an offence under the Modern Slavery Act 2015. Breach of this clause 18 will be deemed a material breach of this Agreement. Prevent The Company acknowledges that Aston is subject to the requirements of Prevent and the Company (acting reasonably) will assist and cooperate, wherever possible, with Aston to enable Aston to comply with its obligations under Prevent. Freedom of Information The Company acknowledges that Aston is subject to the requirements of the FOIA and the EIR, and the Company will assist and co-operate with Aston (on request and at each party’s own expense) to enable Aston to comply with the information disclosure requirements imposed on it by the FOIA and/or the EIR as the case may be. Data Protection24 Part 5 will apply to this Agreement in respect of compliance with Data Protection Laws. Force Majeure Neither party will be liable to the other to the extent that it is unable to perform its obligations by reason of Force Majeure provided the party so unable to perform promptly notifies the other of the Force Majeure and its causes. If a Force Majeure continues for more than 3 months, a party in receipt of a notice pursuant to paragraph 22.1 may terminate this Agreement by giving 30 days’ notice to the other. The party serving such notice to terminate may withdraw the same if the Force Majeure ceases during the 30 day notice period. In calculating whether a Force Majeure has continued for 3 months there will be ignored any period or periods totalling 1 month or less during the 3 month period during which the party serving the notice under paragraph 22.1 was able to fulfil its obligations under this Agreement.
Appears in 1 contract
Sources: Studentship Agreement
Warranties. 11.1 Lonza 7.1 WA represents, warrants and covenants to iPrint that:
11.1.1 : (a) WA is the Services shall be performed in a professional sole and workmanlike manner exclusive owner of all WA Content and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 WA Marks except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it as licensed from WA Customers; (b) WA has the necessary corporate authorizations right and authority to enter into and perform its obligations under this Agreement and to grant the rights granted to iPrint hereunder; (c) the execution of this Agreement by WA, the exercise or performance by WA of any rights or obligations hereunder, and the rights granted by WA to iPrint hereunder do not and will not breach, conflict with, or constitute a default under any other agreement or instrument applicable to WA or binding upon its assets or properties; and (d) the WA Content and WA Marks, and the use and display thereof as contemplated by this Agreement;, does not and will not: (i) violate or infringe upon any third party's Intellectual Property Rights, rights of privacy or publicity, or any other rights; or (ii) defame any third party.
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 19927.2 iPrint represents, 21 U.S.C. Sec. 335a warrants and covenants to WA that: (a) iPrint owns or (b) (the “Act”). In the event that during the term of this Agreementlicenses all right, Lonza (i) becomes debarredtitle, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that and interest in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title and to all Product iPrint Content, iPrint Marks, Tool Box and/or iPrint Tools; (b)iPrint has the right and all New Customer Intellectual Property provided authority to Customer enter into and perform its obligations under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonzato grant the rights granted to WA hereunder; and
11.2 Customer warrants that:
11.2.1 as of (c) the date execution of this Agreement by iPrint, the exercise or performance by iPrint of any rights or obligations hereunder, and the grant of the rights hereunder do not and will not breach, conflict with, or constitute a default under any other agreement or instrument applicable to iPrint or binding upon its assets or properties; (d) the Services will be performed by qualified personnel in a professional manner in accordance with reasonable industry standards and (e) to the best of the Customer’s knowledge and beliefits knowledge, the Customer has all iPrint Content, iPrint Marks, Tool Box and/or iPrint Tools, and the rights necessary to permit Lonza to perform the Services without infringing the use and display thereof as contemplated by this Agreement, does not and will not: (i) violate or infringe upon any third party's Intellectual Property Rights, rights of privacy or publicity, or any Third Party and the performance of the Services shall not infringe other rights; or (ii) defame any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementthird party.
Appears in 1 contract
Sources: Strategic Development Agreement (Iprint Technologies Inc)
Warranties. 11.1 Lonza 8.1 Each of the parties warrants that it has full power and authority to carry out the actions contemplated under this Agreement.
8.2 Each party shall:
(a) perform the Project in a professional manner with reasonable skill and care, using suitably qualified personnel, and will use reasonable endeavours to achieve the objectives of the Project; and
(b) comply with all applicable laws, statutes, regulations and codes which may be relevant to the performance of the Project.
8.3 Save as set out in paragraph 8.4, in respect of Background Intellectual Property, Foreground Intellectual Property, Confidential Information and materials supplied by one party to another under this Agreement, the supplying party shall be under no obligation or liability and no warranty condition or representation of any kind is made, given or to be implied as to the sufficiency, accuracy or fitness for purpose of such Background Intellectual Property, Foreground Intellectual Property, Confidential Information and/or materials or, the absence of any infringement of any proprietary or equitable rights of third parties by the use of such Confidential Information, Background Intellectual Property, Foreground Intellectual Property and/or materials and the recipient party shall in any case be entirely responsible for the use to which it puts such Confidential Information and/or materials.
8.4 No party shall supply Background Intellectual Property to another party in connection with this Agreement in the knowledge that the use of the Background Intellectual Property by the recipient party as anticipated in connection with the Project will infringe the proprietary or equitable rights of any third parties without first notifying the other party and obtaining its approval to such supply.
8.5 Nothing in this Agreement shall constitute any representation or warranty that:
11.1.1 (a) any patent is valid or relevant to the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable LawsProject;
11.1.2 Lonza (b) the exercise by the other party of rights granted under this Agreement will not knowingly include infringe the rights of any person; or
(c) either party shall bring or prosecute actions or suits against third parties for infringement.
8.6 Except as expressly provided in this Agreement, there are no conditions, warranties or other terms binding on the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except parties with respect to the actions contemplated by this Agreement including with respect to the use, sale or other disposition of products incorporating or made by use of any development services and Engineering BatchesMaterials, the manufacture of Product shall any Background Intellectual Property or any Foreground Intellectual Property. Any condition, warranty or other term in this regard which might otherwise be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it implied or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter incorporated into and perform this Agreement;, whether by statute, common law or otherwise, is, insofar as it is lawful to do so, hereby excluded.
11.1.6 Lonza has never been debarred under 8.7 Each party shall promptly give written notice to the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a other of: (a) any challenge to; or (b) any actual, suspected or threatened infringement of the other party's Intellectual Property Rights by a third party; or (c) any other form of attack, charge or claim to which the “Act”). In the event other party's Intellectual Property Rights may be subject, which in each case comes to its knowledge and in respect of Intellectual Property that during the term of this Agreement, Lonza is solely owned by one party:
(i) becomes debarredthe Owning Party shall, suspendedin its absolute discretion, excludeddecide what action, sanctionedif any, or otherwise declared ineligible under to take;
(ii) the Act; Lonza agrees Owning Party shall have exclusive control over, and conduct of, all claims and proceedings;
(iii) the other party shall not make any admissions other than to promptly notify Customer. Lonza also agrees the Owning Party and shall provide the Owning Party with all assistance that it may reasonably require in the event conduct of any claims or proceedings;
(iv) the Owning Party shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.
8.8 To the extent that the matters listed in clause 8.7 concern Jointly Owned Foreground IP, the parties shall together consult and agree what action, if any, to take and the costs and expenses of and sums recovered in any such action shall be shared by the parties equally. If the parties have not agreed what action to take within a reasonable time, either party may take reasonable action in the joint names of the parties at its sole cost and expense and shall be entitled to retain all sums recovered in any action for its own account. The other party shall provide the party taking action with such assistance that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under may reasonably require in the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear conduct of any security interest, lien claims or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementproceedings.
Appears in 1 contract
Warranties. 11.1 Lonza 4.1. INSILICO warrants that:that it has the right to grant all licenses granted under this Agreement.
11.1.1 4.2. INSILICO warrants that it will provide the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;industry standards using personnel having reasonably appropriate skills, experience, qualifications and knowledge.
11.1.2 Lonza will not knowingly include in 4.3. Each Party warrants to the Manufacturing Process any elements other that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations authority to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of that the date of entering into this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall its obligations under it will not infringe violate any Third Party Intellectual Property rights;applicable Legislation.
11.2.2 Customer will promptly notify Lonza in writing if it receives or 4.4. EXCEPT AS SET OUT IN THIS AGREEMENT, ALL WARRANTIES, TERMS AND CONDITIONS WHETHER IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
4.5. INSILICO MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS OR CORRECTNESS OF ANY LICENSED MATERIALS OR AS TO ANY SERVICES BEING UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS IN THE LICENSED MATERIALS WILL BE CORRECTED. IN PARTICULAR, INSILICO, ITS AFFILIATES AND THIRD PARTY SUPPLIERS WILL NOT BE LIABLE FOR (I) ANY CORRUPTION, ALTERATION, DAMAGE, LOSS OR MISTRANSMISSION (AS APPLICABLE) OF CLIENT’S OR ANY THIRD PARTY’S DATA, SOFTWARE, HARDWARE OR SYSTEMS; AND (II) LOSS OR DAMAGE RESULTING FROM THE INADEQUACY OF SECURITY OF DATA DURING TRANSMISSION VIA PUBLIC ELECTRONIC COMMUNICATIONS NETWORKS OR FACILITIES.
4.6. The Licensed Materials may contain links to Internet sites operated by third parties. Where such links exist they are provided for Client’s convenience only. INSILICO does not control such Internet sites and is notified not responsible for their content. INSILICO's inclusion of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision links to such Internet sites does not imply any endorsement of the Services infringes material on such Internet sites or any Intellectual Property or other rights association with their operators and INSILICO makes no warranties in respect of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementsuch Internet sites.
Appears in 1 contract
Sources: Standard Terms and Conditions
Warranties. 11.1 Lonza 7.1 The Recruitment Business warrants to StatusCake that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 7.1.1 it has the necessary corporate authorizations to enter into all power and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations authority to enter into this Agreement;
7.1.2 it will use best endeavours to ensure the accuracy and completeness of any information it supplies to StatusCake;
7.1.3 it will ensure compliance with the Agreement;
7.1.4 it will not introduce to StatusCake any Candidate in relation to whom it is aware of any matter that might reasonably deter StatusCake from offering employment to such Candidate;
7.1.5 it will only communicate in carrying out the Services with employees of StatusCake who have been identified to the Recruitment Business as dealing with a particular recruitment activity and will not in particular make contact in any way whatsoever with any other employee or contractor of StatusCake without express written consent from a member of StatusCake’s board of directors;
7.1.6 any screening and selection of candidates by the Recruitment Business on behalf of StatusCake will be in accordance with all applicable laws, standards and regulations;
7.1.7 it shall comply with any requirements contained in the Regulations;
7.1.8 it shall provide the Services with all reasonable skill, care and diligence, and in accordance with best industry practice;
7.1.9 it can perform its obligations under this Agreement;
7.1.10 if at any time during this Agreement, the Recruitment Business becomes aware of anything that may prevent it from performing its obligations hereunder, the Recruitment Business shall immediately (but in any event no later than twenty-four (24) hours after becoming aware of the same) notify StatusCake in writing of the same and StatusCake shall upon receipt of such notification be entitled to terminate this Agreement forthwith; and that
7.1.11 it shall not allow any director, employee, officer, agent, shareholder and/or sub-contractor to make any defamatory or derogatory statements or take part in any activities in any manner which might, in the reasonable opinion of StatusCake, be or likely to be derogatory to or detrimental to the reputation, image or goodwill of StatusCake.
Appears in 1 contract
Sources: Agency Services Agreement
Warranties. 11.1 Lonza warrants The Company and the Existing Shareholder/s warrant, jointly and severally, in favour of SBC, that, as at the Signature Date:
11.1.1 7.1. it has the Services shall be performed in a professional legal capacity and workmanlike manner has taken all necessary corporate action required to empower and authorise it to enter into this agreement;
7.2. this agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with all Applicable Lawsits terms;
11.1.2 Lonza will not knowingly include in 7.3. the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term execution of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party agreement and the performance of the Services its obligations hereunder does not and shall not infringe not:
7.3.1. contravene any Third Party Intellectual Property rightslaw or regulation to which that party is subject;
11.2.2 Customer 7.3.2. contravene any provision of that party's constitutional documents; or
7.3.3. conflict with or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it;
7.4. the Company is duly incorporated, or shall be incorporated, as a company with limited liability, and no steps have been taken in respect of the deregistration or winding up of the Company;
7.5. after the issue of the SBC Shares, the shares in the Company will promptly notify Lonza be held as set out in writing if it receives clause 6;
7.6. the Company is entitled and able to issue the SBC Shares to SBC and to give free and unencumbered title in the SBC Shares to SBC;
7.7. all the issued shares in the share capital of the Company are fully paid up;
7.8. no person has any right whatsoever (whether pursuant to any option, right of first refusal or is notified otherwise) to subscribe for any unissued shares in the Company or to acquire any issued shares in the Company;
7.9. the Company has not issued any debt, or other negotiable instrument to any person which may be outstanding, and no shares in the capital of the company have been pledged, or ceded, to any other person, nor are any shares held beneficially for any third party or the subject of a formal written claim from usufruct;
7.10. the SBC Shares rank equally in all respects to the other issued shares in the Company;
7.11. the Company is not a Third Party that Customer Information and/or Customer Intellectual Property party to any current or that pending litigation or similar legal proceedings (including arbitration, criminal proceedings or administrative proceedings) and the use by Lonza thereof Existing Shareholder/s are not aware of any facts or circumstances which may lead to any such proceedings against the Company;
7.12. all taxes for which the Company has been assessed or which shall become due has either been paid in full, or has been fully provided for the provision Company's financial statements or otherwise disclosed to SBC in writing;
7.13. all proper returns that may have become due by the Company from time to time under any law administered by a revenue authority have been duly made;
7.14. the Company is not engaged in nor party to any dispute, objection or appeal regarding any tax nor, as far as the Existing Shareholder/s are aware, are any such proceedings threatened against or likely to be instituted by or against the Company. The Existing Shareholder(s) are not aware of any fact, matter or circumstance which might give rise to the institution of any such proceedings;
7.15. all information disclosed to SBC is true and accurate in all respects and there are no other facts or matters which would render any such facts misleading;
7.16. the Company and the Existing Shareholder/s have made a full and complete disclosure to SBC of the Services infringes any Intellectual Property affairs of the Company and all material information of whatsoever nature or other rights kind has been fairly disclosed to SBC which would have been material in the decision of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations SBC to enter into this Agreementagreement, either at all or on the terms and conditions set out herein.
7.17. The Company and the Existing Shareholder/s jointly and severally agree to indemnify and hold SBC harmless from and against any loss which SBC, directly and/or indirectly, may suffer resulting from a failure of any of the above warranties to be true and correct.
Appears in 1 contract
Sources: Shareholder Agreements
Warranties. 11.1 Lonza Each party represents, warrants and undertakes to the other that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations full power and authority to enter into and perform this its obligations under the Agreement;
11.1.6 Lonza has never been debarred 11.1.2 there are no existing agreements or arrangements with third parties, the terms of which prevent it from entering into the Agreement or which would or may reasonably be expected to impede the substantial performance of its obligations under the Generic Drug Enforcement Act of 1992Agreement, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event and that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, the Agreement it will not enter into an agreement or otherwise declared ineligible under the Act; Lonza agrees arrangement which will or may reasonably be expect to promptly notify Customer. Lonza also agrees have that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonzaeffect; and
11.1.3 it has or shall obtain and maintain all rights, licences, permissions and approvals necessary for it to perform its obligations under the Agreement.
11.2 The Customer represents, warrants and undertakes to Amazing that:
11.2.1 as it has disclosed to Amazing all information which might have a bearing or influence on the decision of Amazing to enter into the Agreement and there are no facts or circumstances known to the Customer which have not been disclosed to Amazing which, if disclosed, might reasonably be expected to influence that decision;
11.2.2 it is not, and nor are any of its directors or officers, a party to any dispute which will adversely affect the ability of the date Customer to perform its obligations under the Agreement;
11.2.3 during the term of this the Agreement to it is and will be of sound financial standing, and, at the best Contract Date, the Customer and its directors are not aware of any circumstances (other than as disclosed in the audited accounts of the Customer’s knowledge ) which may adversely affect its financial standing in the future;
11.2.4 has made and belief, shall make its own enquiries to satisfy itself as to the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights accuracy and adequacy of any Third Party and information supplied to it by or on behalf of Amazing before the performance of the Services shall not infringe any Third Party Intellectual Property rightsContract Date;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that 11.2.5 has raised all relevant questions with Amazing before the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third PartyContract Date; and
11.2.3 Customer 11.2.6 has entered into the necessary corporate authorizations Agreement in reliance on its own due diligence alone.
11.3 All warranties, conditions or terms not set out in the Agreement and which would otherwise be implied or incorporated into the Agreement by statute, common law or otherwise (other than as to enter into this Agreementthe title to goods) are hereby excluded except to the extent they may not be excluded or limited by law.
Appears in 1 contract
Sources: Terms of Business
Warranties. 11.1 Lonza Each party represents and warrants to the other that it has the right, power and authority to enter into these Terms/ this MSA and the Agreement and grant to the other the rights (if any) contemplated these Terms/ this MSA and the Agreement and to perform its obligations under these Terms/ this MSA and the Agreement.
11.2 Subject to the remainder of this clause 11, Cyferd warrants to the Customer only that:
11.1.1 11.2.1 (in respect of each Tenancy) that the Services shall be performed Cyferd Product (including any Features (which are not Premium Features) but excluding any Apps for this purpose) made available to the Customer (via the Tenancy in a professional and workmanlike manner and question) pursuant to the Agreement will, for the duration of the Term, operate materially in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in its applicable Documentation when used (via that Tenancy and subject to the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services applicable Access Parameters and Engineering Batches, the manufacture of Product shall be performed Utilisation Parameters) in accordance with cGMP the Agreement under normal use and will meet the Specifications at the date of deliverynormal circumstances;
11.1.4 11.2.2 during the Term Cyferd will not materially decrease the overall functionality of the Cyferd Product;
11.2.3 each Premium Feature Ordered shall operate materially in accordance with its applicable Documentation when used in accordance with the Agreement under normal use and normal circumstances during the applicable subscription term or, if not subscription-based, for a duration of 90 (ninety) days; and
11.2.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform shall provide each of the Services at with reasonable care and skill. In this regard and for the Facilityavoidance of doubt, the Customer will need to input certain data and other information that is outside the control of Cyferd to use the Tenancy in question, any Apps and any Features and to create, modify, customise, maintain, update and/or test any Apps.
11.3 The Customer acknowledges that the warranties in clause 11.2 shall not apply to:
11.3.1 use of the Cyferd Product (or any part of it including any App(s) and Feature(s)) and the applicable Services for the purposes of a POC Trial;
11.1.5 11.3.2 No Charge Products;
11.3.3 Non-Cyferd Products/ Services;
11.3.4 Non-Cyferd Apps;
11.3.5 Cyferd Apps;
11.3.6 any other Apps; and/or
11.3.7 any Additional Services or the subject matter of any Additional Services. Where any Additional Services are provided by or on behalf of Cyferd then any applicable The Customer further acknowledges that Cyferd does not provide any support for and is not obliged to maintain Cyferd Apps.
11.4 Access to and use of the Cyferd Product and the Services may be subject to delays, interruptions, errors, defects or other problems resulting from use of the internet or public electronic communications networks used by Cyferd, the Customer or third-parties. The Customer acknowledges that such risks are inherent in cloud services and that neither shall Cyferd have any liability for any such delays, interruptions, errors or other problems nor does Cyferd warrant that the Cyferd Product and the Services (or any Tenancy or any App or any Feature) will be wholly free from delays, interruptions, errors, defects or other problems at any time.
11.5 To the maximum extent permitted by law, ▇▇▇▇▇▇’s sole liability, and the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for breach of the warranties in clause 11.2 (or any of them) will be, at Cyferd’s sole option, to either:
11.5.1 (use commercially reasonable efforts and at no charge to the Customer) repair or replace the non-conforming/ impacted Tenancy or Feature or Service within a reasonable time; or
11.5.2 (whether or not it has first attempted to repair or replace the necessary corporate authorizations non-conforming/ impacted Tenancy or Feature or Service) refund to enter into and perform this the Customer the part of the Subscription Fee(s) and/or Premium Fees (but not any Utilisation Fees or any Pre- Paid Utilisation Fees) paid by the Customer for the non-conforming/ impacted Tenancy or Feature or Service, for the relevant impacted period/ period of non- conformance to the extent where the Customer has not had the benefit of or been able to use the non-conforming/ impacted Tenancy or Feature or Service; or
11.5.3 if Cyferd determines repair/ replacement to be impracticable, either party may by notice elect to terminate, effective immediately upon receipt of such notice:
11.5.3.1 the Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) ; or (bif applicable and where possible where they are/ it is the sole item(s) (affected by the “Act”non-conforming/ impacted Tenancy or Feature or Service):
11.5.3.2 its Access to and use of the Cyferd Product in respect of a particular Non-Production Tenancy where the Customer’s Access to and use of the Cyferd Product and the Services in respect of at least the Production Tenancy does not terminate; or
11.5.3.3 any Ordered Premium Feature(s) and/or Premium Subscription(s). In the event of such valid termination the Customer shall (subject to clause 27.2) receive a refund in accordance with clause 10.40. Where any Purchased Item(s) is/are terminated under this clause 11.5.3 then clause 22 shall apply.
11.6 The Customer acknowledges that during the term of this Agreementwarranties in clause 11.2 are subject to the limitations set out in clause 19 and shall not apply to the extent that any non-conforming/ impacted Tenancy or Feature or Service arises from, Lonza (i) becomes debarred, suspended, excluded, sanctionedis in connection with, or otherwise declared ineligible under relates to:
11.6.1 incorrect operation or use of the Act; Lonza agrees Cyferd Product and the Services (or any part including any Tenancy, App or Feature) by the Customer, the Administrator or any Authorised User (including any failure to promptly notify Customerfollow the Documentation or failure to meet minimum specifications);
11.6.2 any adaptation(s), modification(s) or alteration(s) by or on behalf of the Customer where the same caused a defect (unless and to the extent any such adaptation(s) or modification(s) or alteration(s) was/were made as part of the provision of any Additional Services by or on behalf Cyferd);
11.6.3 any No Charge Products;
11.6.4 any Non-Cyferd Products/ Services;
11.6.5 any Non-Cyferd Apps;
11.6.6 any Cyferd Apps;
11.6.7 any other Apps;
11.6.8 any Additional Services or the subject matter of any Additional Services. Lonza also agrees that Where any Additional Services are provided by or on behalf of Cyferd then any applicable warranties in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under ASA Terms apply to such Additional Services subject to the Act, it shall promptly cease all activities relating to this Agreementterms of the applicable ASA;
11.1.7 subject to payment 11.6.9 use of undisputed invoices, title to all any of the Cyferd Product and all New Customer Intellectual Property provided the Services (or any part including any Tenancy, App or Feature) other than for the purposes for which it is intended;
11.6.10 use of the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) with other software or services or on equipment with which it is incompatible (unless and to Customer under this Agreement shall pass free and clear the extent Cyferd expressly recommended or required the use of that other software or service or equipment in the Documentation or as part of the provision of any security interestAdditional Services by or on behalf Cyferd);
11.6.11 any act by any third-party (including hacking or the introduction of any virus or malicious code);
11.6.12 any modification of the Cyferd Product and the Services (or any part including any Tenancy or Feature) (other than that undertaken by Cyferd or at its direction); and/or
11.6.13 any breach of the Agreement by the Customer (or by the Administrator or any Authorised User).
11.7 Cyferd may make Non-Cyferd Materials available for the Customer’s use in connection with the Cyferd Product and the Services (or any part including any Tenancy, lien App or other encumbrance Feature). The Customer agrees that:
11.7.1 Cyferd has no responsibility for the use or consequences of use of any Non-Cyferd Materials;
11.7.2 the Customer's use of any Non-Cyferd Materials shall be governed by the applicable terms between the Customer and the owner or licensor of the relevant Non-Cyferd Materials;
11.7.3 the Customer is solely responsible for any Non-Cyferd Materials used in favour connection with the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) and for compliance with all applicable third-party terms which may govern the use of Lonzasuch Non-Cyferd Materials; and
11.2 Customer warrants that:
11.2.1 as 11.7.4 the continued availability, compatibility with the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) and performance of the date Non- Cyferd Materials is outside the control of this Agreement Cyferd and Cyferd has no responsibility for any unavailability of or degradation in the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) to the best extent resulting from the availability, incompatibility or performance of any of the Non-Cyferd Materials;
11.8 The Customer acknowledges that no liability or obligation is accepted by Cyferd (howsoever arising whether under contract, tort, in negligence or otherwise):
11.8.1 that the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) and any other Purchased Item(s) shall meet the Customer’s knowledge individual needs, whether or not such needs have been communicated to Cyferd;
11.8.2 that the operation of the Cyferd Product and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing (or any part including any Tenancy, App or Feature) and any other Purchased Item(s) shall not be subject to minor errors or defects; or
11.8.3 that the Intellectual Property rights of any Third Party Cyferd Product and the performance Services (or any part including any Tenancy, App or Feature) and any other Purchased Item(s) shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the Documentation.
11.9 Unless expressly provided for in this clause 11 or elsewhere in the Agreement, and subject to clause 19.7 all warranties, conditions, terms, undertakings or obligations whether express or implied by statute, common law or otherwise are disclaimed and excluded to the maximum extent permitted by law. This includes, but is not limited to:
11.9.1 warranties of title; or
11.9.2 warranties of non-infringement; or
11.9.3 warranties of merchantability; or
11.9.4 warranties of satisfactory quality; or
11.9.5 warranties of fitness for a particular purpose (even in cases where ▇▇▇▇▇▇ has been informed of such a purpose).
11.10 This clause 11 shall survive termination or expiry of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
Appears in 1 contract
Sources: Master Services Agreement
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services The Client shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event ensure that during the term of this Agreement:
a) it will take all reasonable steps to ensure all information supplied in accordance with this Agreement is true, Lonza correct, current and complete;
b) the Client has complied with the Code of Conduct established by CDB in providing any information in accordance with this Agreement, except where Code of Conduct is inconsistent with this Agreement or applicable laws in Solomon Islands;
c) Business/Credit Information obtained from CDB will not be sought or used by the Client other than in accordance with the provisions of the Code of Conduct established by CDB;
d) the Client will hold secure any Client Database Access Code provided by CDB and will only disclose the Identification Number to those individuals who are authorised by the Client to make a Business/Credit Information Request;
e) the Client will inform CDB immediately of any potential or suspected disclosure of any Client Database Access Code to any person who is not authorised by the Client; and
f) the Client will ensure that all individuals who are authorised by the Client to make a Business/Credit Information Request are fully trained in and aware of their obligations under this Agreement, the Code of Conduct and the correct use of CDB’s systems.
6.7.1 The CDB shall ensure that during the term of this Agreement:
a) all its Services comply with all applicable laws:
b) all its Services are free of any charge, lien, encumbrance or liability when supplied to the Client; and
c) it will take reasonable steps to ensure that any Consumer Information and Business Information provided to the Client in response to a Consumer Information Request and Business Information Request by the Client is accurate, up-to-date, complete and not misleading;
d) each Service will be provided with all due care and skill that be expected of a skilled professional experienced in providing the same or similar services;
e) it will immediately disclose to the Client any activity that CDB reasonably believes will have a material and adverse effect on its ability to provide the Services.
6.7.2 Each party warrants that it:
(i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees is duly authorised to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to enter into and be bound by this Agreement;
11.1.7 subject to payment of undisputed invoices(ii) holds all licences, title to all Product approvals and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of permits required by any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza applicable law to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into its obligations under this Agreement.
Appears in 1 contract
Sources: Service Agreement
Warranties. 11.1 Lonza 14.1 The Provider warrants to the Customer that:
11.1.1 (a) the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it Provider has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
11.1.6 Lonza (b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and
(c) the Provider has never been debarred or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
14.2 The Provider warrants to the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a Customer that:
(a) or the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;
(b) the Hosted Services will be free from Hosted Services Defects;
(c) the “Act”). In application of Updates and Upgrades to the event Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services;
(d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(e) the Platform will incorporate security features reflecting the requirements of good industry practice.
14.3 The Provider warrants to the Customer that during the term of Hosted Services, when used by the Customer in accordance with this Agreement,will not breach any laws, statutes or regulations applicable under English law.
14.4 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing will not infringe the Intellectual Property rights Rights of any Third Party person in any jurisdiction and under any applicable law.
14.5 If the performance of the Services shall not infringe Provider reasonably determines, or any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or third party alleges, that the use of the Hosted Services by Lonza thereof the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the provision of Customer the right to use the Hosted Services infringes any Intellectual Property or other rights of any Third Party; andin accordance with this Agreement.
11.2.3 14.6 The Customer warrants to the Provider that it has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
14.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
Appears in 1 contract
Sources: Saas Agreement
Warranties. 11.1 Lonza Each party represents and warrants that:
11.1.1 to the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements other party that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications its actual knowledge at the date of delivery;
11.1.4 Effective Date it or its Affiliate holds all necessary permits, approvals, consents has: full power and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations authority to enter into and perform its obligations under this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992; taken all necessary actions and obtained all authorisations, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreementlicences, Lonza (i) becomes debarredconsents and approvals, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that allow it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement. UNSW does not provide any warranties (express or implied) regarding the accuracy or reliability of the Confidential Information and the Recipient acknowledges UNSW excludes all liability for loss or damage that may be suffered or incurred by the Recipient because of using or relying on the Confidential Information. This clause 8 applies to any Dispute which arises between the parties in connection with this Agreement. Each party must follow the dispute resolution process in this clause before it commences litigation or takes similar action, except to seek an urgent injunction or declaration. If a party considers that a Dispute has arisen (Initiating Party), it must give notice in writing of the Dispute to the other party (Receiving Party), setting out reasonable particulars of the matters in dispute (Dispute Notice). Within twenty (20) Business Days of the service of the Dispute Notice by the Initiating Party on the Receiving Party, in the case of UNSW, the relevant Deputy Vice-Chancellor (or equivalent) or their delegate and in the case of the Recipient, its Chief Executive Officer, or their delegates who have appropriate authority to resolve the Dispute will meet (in person or by telephone or video conference) and attempt to resolve the Dispute in good faith. O ption – Dispute to be resolved through mediation If the Dispute is not resolved within twenty (20) Business Days after the Dispute is referred to Senior Representatives, the parties will endeavour to settle the Dispute by mediation administered by the Australian Disputes Centre (ADC) before having recourse to litigation. Where a Dispute is referred to mediation under clause 8.4 above: the mediation shall be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to ADC (Guidelines). the terms of the Guidelines are hereby deemed incorporated into this Agreement. this clause 8 shall survive termination of this Agreement.
Appears in 1 contract
Sources: Confidentiality Agreement
Warranties. 11.1 Lonza Subject to the remainder of this Article 12 and the limitations set out therein, Severn represents, warrants thatand undertakes that on delivery and for the duration of the Warranty Period only, the Goods shall be free from defects in material, workmanship and title (the “Warranties”). Severn shall not be liable for any failure and/or non-conformity of the Goods to comply with the Warranties to the extent caused by or attributable to:
11.1.1 (a) erosion, corrosion, fair wear and tear or wilful damage;
(b) the Services shall be performed Customer’s and/or any Third Party’s failure to comply with i) any instructions (whether written or oral) given by or on behalf of Severn in a professional and workmanlike manner and relation to the Goods, including any instructions in relation to installation, commissioning, operation, use, storage or maintenance and/or ii) good industry practice;
(c) incomplete or inaccurate Customer Materials;
(d) any modification or repair to any Goods which is undertaken without Severn’s prior written consent or, having received such consent, not in accordance with all Applicable Lawsany instructions (whether written or oral) given by or on behalf of Severn; and/or
(e) use of the Goods after becoming aware they do not comply with the relevant Warranty. Severn shall, at its option, correct, repair or remedy the Goods that do not comply with the Warranties, provided that the Customer:
(a) serves a written notice on Severn, prior to the expiry of the relevant Warranty Period specifying the Goods that do not comply with the Warranties and identifying, in sufficient detail, the nature and extent of the defects;
11.1.2 Lonza will not knowingly include (b) gives Severn a reasonable opportunity to examine the Goods; and
(c) if asked to do so by ▇▇▇▇▇▇, returns the affected Goods to Severn’s place of business or such other location as Severn reasonably requires. The Customer shall pay (on demand) any costs and expenses incurred by Severn in respect of compliance with its obligations pursuant to Article 12.3 to the extent attributable to any of the matters or circumstances referred to in Article 12.2. The preceding paragraphs of this Article 12 set forth the sole and exclusive remedies for Claims (whatsoever and howsoever arising) based on any failure of or defect in the Manufacturing Process any elements Goods provided under the Contract, whether the failure or defect arises before or during the Warranty Period. Except as stated in Article 12.1 and subject to Article 12.7, ▇▇▇▇▇▇ gives no warranty and makes no representations in relation to the Goods. The Warranties are expressly in lieu of all other warranties and conditions. Any other warranties and conditions, whether express or implied by statute, common law or otherwise are excluded to the extent permitted by Applicable Law. The only warranty given by Severn in respect of Third Party Products is that infringe any provided by the original manufacturer to the extent that Severn has the benefit of and can enforce such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect warranty. The Warranties shall continue to apply to any development services and Engineering BatchesGoods that are corrected, repaired or remedied by Severn pursuant to Article 12.3, until the manufacture later of Product shall be performed in accordance with cGMP and will meet the:
(a) expiry of the Specifications at applicable Warranty Period; and
(b) date eighteen (18) months after the date of delivery;
11.1.4 it original delivery or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementperformance.
Appears in 1 contract
Sources: Contract
Warranties. 11.1 Lonza warrants Each Collaboration Supplier warrant and represent that:
11.1.1 the Services shall be performed in a professional : it has full capacity and workmanlike manner authority and in accordance with all Applicable Laws;
11.1.2 Lonza will necessary consents (including but not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batcheslimited to, where its procedures so require, the manufacture consent of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations parent company) to enter into and to perform this Agreement;
11.1.6 Lonza has never been debarred under Agreement and that this Agreement is executed by a duly authorised representative of the Generic Drug Enforcement Act Collaboration Supplier; and its obligations hereunder shall 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 1992, 21 U.S.C. Secthis Clause 7) in accordance with its own established internal procedures. 335a (a) or (b) (the “Act”). In the event that during the term of Except as expressly stated in this Agreement, Lonza all warranties and conditions, whether express or implied by statute, common law or otherwise (iincluding but not limited to fitness for purpose) becomes debarred, suspended, excluded, sanctionedare hereby excluded to the extent permitted by law. LIMITATION OF LIABILITY None of the parties exclude or limit their liability for death or personal injury resulting from negligence, or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services Act 1982. Nothing in this Agreement shall exclude or limit the liability of any party in respect of fraud or fraudulent misrepresentation. Subject always to Clauses 8.1 and 8.2, the liability of the Customer to any Collaboration Suppliers for all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise declared ineligible under this Agreement (excluding Clause 6.4, which shall be subject to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that limitations of liability set out in the event that it becomes debarredrelevant Contract) shall be limited to [ (£ ,000)]. Subject always to Clauses 8.1 and 8.2, suspendedthe liability of each Collaboration Supplier for all claims (by way of indemnity or otherwise) arising whether in contract, excludedtort (including negligence), sanctionedmisrepresentation (other than where made fraudulently), breach of statutory duty or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free be limited to [Customer to specify]. Subject always to Clauses 8.1, 8.2 and clear 8.6 and except in respect of liability under Clause 6 (excluding Clause 6.4, which shall be subject to the limitations of liability set out in the [relevant contract] [Call Off Contract]), in no event shall any security interestparty be liable to any other for: indirect loss or damage; special loss or damage; consequential loss or damage; loss of profits (whether direct or indirect); loss of turnover (whether direct or indirect); loss of business opportunities (whether direct or indirect); and/or damage to goodwill (whether direct or indirect). Subject always to Clauses 8.1 and 8.2, lien the provisions of Clause 8.5 shall not be taken as limiting the right of the Customer to amongst other things, recover as a direct loss any: additional operational and/or administrative costs and expenses arising from a Collaboration Supplier’s Default; and/or wasted expenditure or charges rendered unnecessary and/or incurred by the Customer arising from a Collaboration Supplier's Default. DISPUTE RESOLUTION PROCEDURE All disputes between any of the parties arising out of or relating to this Agreement shall be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. If the dispute cannot be resolved by the parties' representatives nominated under Clause 9.1 within a maximum of five (5) Working Days (or such other encumbrance time as otherwise agreed in favour of Lonza; and
11.2 writing by the parties) after it has been referred to them under Clause 9.1, then except where a party seeks urgent injunctive relief, the parties shall refer it to mediation pursuant to the procedure set out in Clause 9.3 unless the Customer warrants that:
11.2.1 considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. The procedure for mediation and consequential provisions relating to mediation are as of follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party shall within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to the parties that he is unable or unwilling to act, apply to the Chairman of the Law Society to appoint a Mediator; the parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held; unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings; if the parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the parties once it is signed by their duly authorised representatives; failing agreement, any of the parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties; and if the parties fail to reach agreement in the structured negotiations within twenty (20) Working Days of the Mediator being appointed, or such longer period as may be agreed by the parties, then any dispute or difference between them may be referred to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza courts. The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified resolution of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementdispute.
Appears in 1 contract
Warranties. 11.1 Lonza 13.1 The Content Provider warrants and undertakes to VGSL and Vodafone that:
11.1.1 13.1.1 it has full right and authority to enter into this Master Agreement and any Contract and that its entry into this Master Agreement and any Contract does not breach any third party's rights or any other agreement to which it is a party;
13.1.2 it shall implement and comply with any Guidelines provided from time to time by VGSL or any other Vodafone Group Company to the Services Content Provider which relate to:
13.1.2.1 content standards (including anti-social, adult, fraudulent, unlawful or otherwise inappropriate content) and, in particular, shall be performed in a professional and workmanlike manner and clearly classify the Content in accordance with all Applicable Lawsthe adult content classification framework criteria agreed between the Content Provider and VGSL;
11.1.2 Lonza will not knowingly include in 13.1.2.2 access or use of the Manufacturing Process Directory by Customers (including anti-social, fraudulent, underage, unlawful or improper use); or
13.1.2.3 the Vodafone Network and/or any elements that infringe any such intellectual or industrial property rights vested in any Third Partymobile device;
11.1.3 except with respect to any development services and Engineering Batches13.1.3 it shall not act in a way which shall impair or put in jeopardy the operation of the Directory, the manufacture Vodafone Network, any mobile device or any part of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of deliverythem;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 13.1.4 it has the necessary corporate authorizations licences, consents, permissions or approvals to enter into operate and perform this Agreementto grant Vodafone the rights to use the Content, the Marketing Materials and the Content Provider Marks in accordance with the terms of a Contract;
11.1.6 Lonza has never been debarred 13.1.5 it shall use reasonable skill and care in carrying out its obligations and exercising its rights under a Contract and/or this Master Agreement; and
13.1.6 it shall comply with all applicable laws and regulations when performing its obligations under this Master Agreement and/or a Contract.
13.2 The Content Provider warrants and undertakes to VGSL and Vodafone that the Generic Drug Enforcement Act Content shall:
13.2.1 be of 1992satisfactory quality and be kept fresh, 21 U.S.C. Secupdated and current (with reference to the nature of the Content's subject matter) and shall not be factually inaccurate;
13.2.2 not infringe any third party's rights (including intellectual Property Rights);
13.2.3 not offend taste or decency, nor be defamatory, obscene. 335a (a) racist, materially inaccurate, be so violent or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctionedabusive in nature as to be reasonably likely to cause serious offence in Vodafone's opinion, or otherwise declared ineligible under the Act; Lonza agrees be in breach of any applicable law, regulation or code of conduct or result in Vodafone or any Vodafone Group Company being in breach of any law;
13.2.4 not result in Vodafone or any other Vodafone Group Company being held to promptly notify Customer. Lonza also agrees that carry out any regulated activity in the event applicable Territory including but not limited to any gambling service, betting service or lottery (where “regulated activity” means any activity requiring specific governmental authorisation or license, other than the provision of telecommunications or electronic communications services);
13.2.5 not contain any content that it becomes debarred, suspended, excluded, sanctionedpromotes a Competitor or criticises Vodafone or any other company within the Vodafone Group, or otherwise declared ineligible under bring Vodafone Group Companies into disrepute or damages the Actreputation or goodwill of Vodafone, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear or any other Vodafone Group Company or any trade m▇▇▇ of any security interest, lien or other encumbrance in favour Vodafone Group Company In any of Lonzathe Territories; and
11.2 Customer warrants that:
11.2.1 as 13.2.6 not contain any computer viruses, logic bombs, trojan horses and/or any other items of software which would disrupt the proper operation of the date of this Agreement to the best of the Customer’s knowledge and beliefDirectory, the Customer Vodafone Network or any mobile device.
13.3 VGSL warrants and undertakes that it has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party full right and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations authority to enter into this Master Agreement. Each Vodafone Group Company which executes the Contract Acceptance Notice warrants and undertakes that it has full right and authority to execute that Contract Acceptance Notice.
13.4 The Parties acknowledge that their respective obligations and liabilities are exhaustively defined in each Contract and this Master Agreement (as the context requires) and that to the extent permitted by law, the express obligations and warranties provided in each such Contract and this Master Agreement are in lieu of and to the exclusion of any warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or provided or services performed under or in connection with each such Contract and/or this Master Agreement including (without limitation) as to the condition, quality, performance satisfactory quality or fitness for the purpose.
13.5 Save as otherwise notified to the Content Provider, VGSL shall act as the single point of contact between the Content Provider and each Vodafone Group Company entering into a Contract including, without limitation. in respect of any claims made by the Content Provider or such a Vodafone Group Company under this Master Agreement or any Contract.
Appears in 1 contract
Sources: Master Global Content Reseller Agreement (Mandalay Media, Inc.)
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 14.1 The Customer warrants that:
11.2.1 as 14.1.1 it is either the Owner of the date Goods or the authorised agent of this Agreement the Owner of any Goods in respect of which the Customer instructs the Company;
14.1.2 it is authorised to agree to these trading terms and conditions on behalf of any person or company that it represents;
14.1.3 in the event that the Customer acts as the authorised agent of the Owner of the Goods, that the Owner is bound by these standard terms and conditions;
14.1.4 its annual turnover exceeds the thresholds set out in the Consumer Protection Act 68 of 2008 and the National Credit act of 34 of 2005, and, in any event, warrants that is annual turnover exceeds R3 million per annum;
14.1.5 if the Customer is a close corporation or limited liability company, then its members and/or directors personally guarantee, jointly and severally, the due performance of all the obligations of the Customer to the best Company and the representative of the Customer warrants that he is duly authorised to bind such members and/or directors and act as the Customer’s knowledge agent in all his dealings with the Company;
14.1.6 all information provided is accurate and beliefcomprehensive and no necessary or pertinent information has been withheld, and the Customer has indemnifies the Company against all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights claims, penalties, fines, damages (direct and indirect) and expenses arising as a result of any Third Party breach of this undertaking;
14.1.7 the Goods concerned are suitable for the type and mode of carriage contemplated in or on the performance transport device concerned, and that the transport device is in a proper condition to carry the Goods safely and complies with the requirements of all relevant transport authorities and Carriers;
14.1.8 the Goods comply with all relevant laws and regulations;
14.1.9 the Goods are accompanied by all necessary completed documents, save to the extent that the Company has undertaken to prepare or procure this, failing which the Company shall be entitled to withhold delivery until the document has been provided;
14.1.10 the Goods are appropriately stowed, marked, and labelled, and properly packed to withstand handling and storage;
14.1.11 it has the requisite International Maritime Dangerous Goods Code (IMDG) certification to handle hazardous Goods, where applicable.
14.1.12 no claims shall be made against any director, member, servant, employee or agent of the Services Company in their respective personal capacities which imposes or attempts to impose upon them any liability in connection with the rendering of any services which are the subject of these trading terms and conditions or any act or omission arising during the course and scope of their employment, and it hereby waives all and any such claims.
14.2 No warranties or representations by the Company to the Customer shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza be valid or binding unless expressly contained in writing if it receives or is notified of and made by a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision representative of the Services infringes any Intellectual Property or other rights Company with the actual authority of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations Company to enter into this Agreementdo so, in response to a written enquiry specifying accurately and in complete detail what information is required.
Appears in 1 contract
Warranties. 11.1 Lonza warrants that3.1 The Consultant shall on signature of this Agreement or within 14 calendar days of the Client’s written request so to do execute a deed of warranty in the form set out in Schedule 3 in favour of the Contractor and/or:
11.1.1 3.1.1 any institution or business providing finance to the Services Client in respect of the Development whether completed or not or any part thereof with such amendments as the institution or business providing finance to the Client shall require subject to the Consultant's acceptance such acceptance not to be performed in a professional unreasonably withheld or delayed; and/or
3.1.2 any purchaser and/or tenant of the Development or any part thereof with such amendments as the purchaser or tenant shall require with the Consultant’s consent to these amendments, such consent not to be unreasonably withheld or delayed and workmanlike manner and in accordance with all Applicable Laws;deliver the same duly executed to the Client[.]1 [; and/or]2
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;3.1.3 [ ● .]3
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). 3.2 In the event that during the term Consultant sub-lets any part of this Agreementthe Services pursuant to clause 13.1, Lonza the Consultant shall within fourteen (i14) becomes debarredcalendar days of the Client’s request to do so require that the Sub-Consultant executes as a deed a collateral warranty in favour of the Client, suspended, excluded, sanctioned, any institution or otherwise declared ineligible under business providing finance to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Client or any purchaser and/or tenant of the Development or any part thereof [or [● ]4]5 in the event form set out in Schedule 3 (mutatis mutandis) and deliver the same to the Client.
3.3 If the Consultant fails to deliver any deed of warranty requested under this clause 3 within fourteen (14) calendar days of the request as aforesaid provided that it becomes debarredthe deed of warranty has been correctly presented to the Consultant for execution, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it Client shall promptly cease all activities relating not be obliged to this Agreement;
11.1.7 subject make any further payment to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer the Consultant under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement until such warranties are delivered duly executed to the best Client.
3.4 The Consultant shall ensure that all product guarantees, manufacturers' warranties and any other form of the Customer’s knowledge and belief, the Customer has all the rights necessary security it receives in relation to permit Lonza to perform the Services without infringing are either addressed to the Intellectual Property rights of any Third Party and Client or are assignable to the performance Client. The Consultant shall on or before completion of the Services assign the benefit of such product guarantees and warranties to the Client and shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified supply evidence of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that such assignment to the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementClient.
Appears in 1 contract
Sources: Consultant Appointment Agreement
Warranties. 11.1 Lonza Each of the parties represents and warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations full right, power and authority to enter into this Agreement and to perform this Agreement;
11.1.6 Lonza has never been debarred all of its respective obligations, that it is under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of no legal impediment which would prevent its entering into and performing fully its obligations under this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, is financially capable of performing such obligations and that no consent of any other person or otherwise declared ineligible entity is required to be obtained by such party to grant the licenses granted by it under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject . ▇▇▇▇ represents and warrants to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 the DAL Parties as of the date of this Agreement that: (i) the DAL Parties are entitled to use the trademarks licensed to them hereunder as expressly permitted in this Agreement; (ii) the DAL Parties’ exercise of their respective license rights under this Agreement, as permitted and contemplated by, and in accordance with the provisions of, this Agreement, shall not infringe in any material respect any third party intellectual property or other proprietary rights, except as disclosed in Exhibit J; (iii) ▇▇▇▇ has taken, or caused to be taken, and shall continue to take or cause to be taken (subject to Section 2.8), all steps reasonably required to maintain the registrations of any trademarks licensed to the best DAL Parties hereunder; (iv) Exhibit K lists all license agreements under which ▇▇▇▇ has granted a license to use any of the Customer’s knowledge Assigned Trademarks or Overlapping Trademarks and beliefthat are material to either the Asia Fresh Business or the Worldwide Packaged Food Business individually, or to the Customer has all Business as a whole (it being acknowledged that non-material agreements entered into by ▇▇▇▇ in the rights necessary ordinary course of business with producers, packers, suppliers, manufacturers, distributors, customers, advertisers, brokers, business partners and other third parties allowing such parties to permit Lonza to perform use the Services without infringing Assigned Trademarks or Overlapping Trademarks in connection with the Intellectual Property production, manufacture, distribution, sale, advertising and/or promotion of products of ▇▇▇▇ or any of its subsidiaries, are not listed in Exhibit K); and (v) excepting the licenses granted under the license agreements listed in Exhibit K, neither the rights of any Third Party and the performance of the Services shall not infringe third party licensees referred to in Recital F(8) above, nor any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza Rights, will, individually or in writing if it receives the aggregate, have a material adverse effect on Asia Fresh, Packaged Foods, or is notified the Business as a whole. For the avoidance of doubt, a showing of any negligence or intent on the part of DOLE shall not be required in order to establish an inaccuracy or breach of any of ▇▇▇▇’▇ representations and warranties under this Section 9.3. Furthermore, a DAL Party’s awareness or possible awareness, or ITOCHU’s awareness or possible awareness, of any inaccuracy or breach of any of ▇▇▇▇’▇ representations and warranties hereunder shall not have any effect on the force and effect of such representations and warranties, of ▇▇▇▇’▇ related indemnification obligations or of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property DAL Party’s or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementITOCHU’s remedies relating thereto.
Appears in 1 contract
Warranties. 11.1 Lonza warrants that:
11.1.1 9.1. Each of Customer and Content Square represent and warrant that (i) it is a business duly incorporated, validly existing, and in good standing under the Services shall be performed in a professional laws of its state of incorporation; (ii) it has all requisite corporate power, and workmanlike manner authority to execute, deliver, and perform its obligations under this Agreement; (iii) the execution, delivery, and performance of this Agreement has been duly authorized by it and this Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors’ rights generally and by general equitable principles; and, (iv) it shall comply with all Applicable Laws;
11.1.2 Lonza will not knowingly include in applicable federal, state, local, or other laws and regulations applicable to the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services performance by it of its obligations under this Agreement and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds obtain all necessary applicable permits, approvals, consents and licenses to enable required of it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform in connection with its obligations under this Agreement;.
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec9.2. 335a (a) or (b) (the “Act”). In the event Content Square warrants that during the term of this Agreement, Lonza (i) becomes debarredthe CS Solution, suspendedas available to Customer, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Additional Services shall not infringe upon any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property copyright, patent, trade secret, or other rights of any Third Partyproprietary right; and
11.2.3 Customer (ii) it has the necessary corporate authorizations expertise to enter provide the CS Solution and Addition Services in a competent, workmanlike, and professional manner; and (iii) it will not knowingly introduce any computer viruses, malware, or similar malicious software into this AgreementCustomer’s computing and network environment and shall take reasonable steps to ensure such viruses are not introduced through the CS Solution.
9.3. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY SET OUT ABOVE IN THIS SECTION 9, CONTENT SQUARE MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL OTHER, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE CS SOLUTION, SCRIPTS, DOCUMENTATION, OR ADDITIONAL SERVICES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FOR THE AVOIDANCE OF DOUBT, CONTENT SQUARE DOES NOT WARRANT THAT THE CS SOLUTION, SCRIPTS, DOCUMENTATION, OR ADDITIONAL SERVICES WILL MEET CUSTOMER NEEDS, BE ERROR FREE, OR THAT THE OPERATION OF THE CS SOLUTION WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORM THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES.
9.4. SUBJECT TO THE SUPPORT SERVICE, ACCESS TO THE CS SOLUTION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT TO THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CONTENT SQUARE SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT HAS FULL KNOWLEDGE OF THE CHARACTERISTICS AND CONSTRAINTS OF THE INTERNET AND IN PARTICULAR THAT INFORMATION AND DATA TRANSMISSION, AND ANTI-INTRUSION SYSTEMS, HAVE A LIMITED RELIABILITY AND TECHNICAL SAFETY ▇▇▇▇▇.
Appears in 1 contract
Sources: Master Service Agreement
Warranties. 11.1 Lonza warrants AG and IATM warrant severally and on behalf of the IATM Group that:
11.1.1 , to the Services shall be performed in a professional best knowledge of AG and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include IATM respectively, in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services case of the Intellectual Property, both as at the Effective Date and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications as at the date of deliverytransfer into the sole ownership of AV plc, and in the case of the Improvements by the IATM Group to be transferred hereunder, as at the said date of transfer:
11.1.1 subject to AV plc's interest as a co-owner of the Intellectual Property and except in respect of the Third Party Owned IP, one or more members of the IATM Group is or are the unencumbered owners of the Intellectual Property and the said Improvements;
11.1.4 it 11.1.2 the validity of the Intellectual Property or its Affiliate holds all necessary permitsthe said Improvements or the title or right of the IATM Group thereto is not and has not been under challenge;
11.1.3 the use of the Intellectual Property or the said Improvements does not infringe any third party rights, approvalsand the Intellectual Property or rights in the said Improvements are not being and have not been infringed by any third party; provided however and solely for the purpose of this Article 11.1, consents "to the best knowledge of AG and licenses to enable it to perform IATM respectively" shall mean the Services knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ only.
11.2 AG and IATM warrant severally and on behalf of the IATM Group both as at the Facility;
11.1.5 it has Effective Date and as at the necessary corporate authorizations to enter date of transfer into and perform sole ownership of AV plc (other than transfers in compliance with this Agreement;
11.1.6 Lonza has never been debarred under ) that none of the Generic Drug Enforcement Act Intellectual Property owned by the IATM Group, as the IATM Group was constituted at the time of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Spin Off Agreement, Lonza (i) becomes debarredhas been transferred either wholly or partly into the ownership of any third party, suspendednor is any additional consent required for transfer of ownership of the Intellectual Property further to such consent as was required at the date of the Spin Off Agreement, excludednor has any part of the Intellectual Property been charged since the date of the Spin Off Agreement by any member of the IATM Group, sanctionedpast or present.
11.3 If IATM is for any reason in breach of the warranty at 11.2, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Actthen without limiting its other liability for such breach, it shall promptly cease all activities relating use its best commercial efforts to this Agreement;
11.1.7 subject rectify the situation leading to payment of undisputed invoices, title such breach in order to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 achieve the same objective as of if the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall said breach had not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementoccurred.
Appears in 1 contract
Sources: Acquisition of Intellectual Property Rights (Iat Multimedia Inc)
Warranties. 11.1 Lonza warrants 8.1 You represent and warrant that:
11.1.1 the Services shall be performed : • (licences and qualifications) You have obtained and maintain in a professional full force and workmanlike manner and in accordance with effect all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batchespermits, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permitslicences, consents, approvals, consents registrations, memberships, authorisations and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof qualifications required for the provision of the Health Services infringes any Intellectual Property or other rights You provide to Cardholders; • (Transactions) the particulars of any Third PartyTransaction entered into the HICAPS System are true and correct; • (use of HICAPS System) You shall:
(i) take all reasonable steps, and follow any reasonable directions given by HICAPS or your bank to protect payment systems from harm to ensure that no Harmful Code is uploaded or coded into any Fund or HICAPS computer systems (including the HICAPS System and Fund Host System) or Transaction Data in connection with the activities under this Agreement;
(ii) not attempt to circumvent any security feature of the HICAPS System or HICAPS Service; and
11.2.3 Customer has (iii) only use the necessary HICAPS System as permitted by, and in accordance with, the terms and conditions of this Agreement; • (applicable laws) You shall comply with all applicable privacy, consumer and other laws and regulations with respect to Your:
(i) provision, use and disclosure of the Transaction Data; and
(ii) use of the HICAPS System; • (power) You have all requisite corporate authorizations or other power to enter into this Agreement and to carry out the terms of this Agreement, that this Agreement constitutes a valid and legally binding obligation, enforceable against You in accordance with its terms, and if You are a corporation, then:
(i) all corporate action on the part of You, your officers, board of directors and shareholders necessary for the performance of Your obligations under this Agreement has been taken; and
(ii) You are a corporation in good standing in Your jurisdiction of incorporation; • You have read and agrees to this Agreement and desire to be bound by its terms, and have had the opportunity to consult with counsel; • (no representations) if this is not a Small Business Contract, without limiting any representations that cannot be disclaimed or limited by law, except as expressly set out in this Agreement, no representations of any kind or character have been made to induce You to execute and enter into this Agreement. If this is a Small Business Contract we request that you check this Agreement and tell us if it does not contain any representation on which you have relied when entering into this contract.
8.2 You undertake to Funds to: • (security and authentication) ensure that your HICAPS System credentials (including password details) are managed in such a manner so as to avoid any unlawful, fraudulent or improper use of the HICAPS System; • (compliance with laws) comply at all times with all Relevant Laws in the provision of Health Services to Cardholders, in exercising Your rights and fulfilling Your obligations under this Agreement and in the collection, storage, use, disclosure and security practices in relation to Transaction Data; and • (maintain insurances) maintain such insurances in respect of the provision of Health Services as are necessary and/or appropriate.
Appears in 1 contract
Sources: Provider Agreement
Warranties. 11.1 Lonza warrants that5.1 The Warrantors acknowledge that Lakeland has entered into the agreement and agreed to subscribe for the New Series A Shares on the basis of the Warranties.
5.2 The Warrantors (but subject to clause 7.3) warrant to Lakeland and the Future Fund that each and every Warranty is, at the Warranty Date true and accurate and not misleading, subject only to those matters Disclosed to Lakeland in the Disclosure Letter.
5.3 The Warrantors warrant to the Future Fund:
11.1.1 (a) in the Services shall be performed terms of the warranties set out in a professional paragraph 9 of schedule 1 of the Future Fund Convertible Loan Agreement;
(b) that the Company has complied in all material respects with the terms of the Future Fund Convertible Loan Agreement;
(c) that the execution and workmanlike manner performance of this agreement by the Company has been duly authorised by all necessary actions and no other consents, authorisations or approvals of any kind or of any governmental authority or other third party are required in connection with the execution or performance of this agreement by the Company and this agreement has been duly executed and delivered by the Company and is valid and binding upon the Company and enforceable in accordance with all Applicable Laws;its terms; and
11.1.2 Lonza will (d) that the Conversion Shares to be issued to the Future Fund are the most senior class of shares with identical rights and preferences as attached to and with the same obligations as the securities to be issued to the investors as part of the Qualified Financing event (including any warrants, options, bonus shares or other economic rights made available to the investors), in each case having such rights, and subject to such restrictions, as set out in this agreement and the Articles.
5.4 Each Warranty is a separate and independent warranty, and, save as otherwise expressly provided, no Warranty shall be limited by reference to any other Warranty or by the other terms of this agreement.
5.5 Lakeland’s rights and remedies in respect of any breach of any of the Warranties shall not knowingly include be affected by Completion or Second Completion or any investigation made by or on behalf of Lakeland into the affairs of the Company.
5.6 Any information supplied by or on behalf of the Company or its officers, employees, agents, representatives or advisers to the Founder or his agents, representatives or advisers in connection with, or which forms the basis of, any of the Warranties, the information Disclosed in the Manufacturing Process Disclosure Letter or otherwise in relation to the business and affairs of the Company (whether before or after the date hereof) shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Founder and shall not constitute a defence to any elements Claim by Lakeland. The Founder hereby irrevocably waives any and all claims against the Company in respect of any information so supplied (and undertakes that infringe no other person claiming under, or through, him will make any such intellectual claim).
5.7 At the option of each Warrantor (but at all times subject to Investor Consent), any liability in respect of any Claims may be settled (in whole or industrial property rights vested in any Third Party;
11.1.3 except with respect part) through the transfer to any development services and Engineering BatchesLakeland of Shares held by the Founder or, in the manufacture case of Product shall the Company, to be performed in accordance with cGMP and will meet issued by the Specifications at Company to Lakeland, whereby the date number of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform Shares is calculated by dividing the Services at value of the Facility;
11.1.5 it has Claim by the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act lower of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarredthe Fair Value of such Shares at the time of the settlement of the Claim; and (ii) the Subscription Price. Any Shares so transferred to Lakeland shall, suspendedif they are Ordinary Shares, excluded, sanctioned, be re-designated as Series A Shares and each of the parties (other than the Company) hereby irrevocably agrees to approve such re-designation and waives any pre-emption rights on transfer he or his nominees may have pursuant to the Company’s articles of association or otherwise declared ineligible under so as to enable the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear transfer of any security interest, lien Shares contemplated by this clause 5.7 to proceed free of any such pre-emption rights. The transfer or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as issue of the date adequate number of this Agreement Shares (or, where Shares are transferred or issued in partial settlement, the adequate number of Shares together with the adequate cash payment) to Lakeland by a relevant Warrantor shall fully and finally discharge such Warrantor from any liability for a Claim.
5.8 The Future Fund shall be provided with the same information as Lakeland in addition to the best specific information set out in Schedule 4 of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Future Fund Convertible Loan Agreement.
Appears in 1 contract
Warranties. 11.1 Lonza Dealer hereby warrants thatand agrees as follows:
11.1.1 (1) Dealer has obtained all necessary authority from its board of directors and, if required, from its shareholders, if incorporated, or its members or managers, if a limited liability company, for the Services shall be performed in making of this Agreement, the Contracts and each related agreement to which the Dealer is a professional party, and workmanlike manner each such document constitutes a valid and binding obligation of Dealer enforceable against Dealer in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property its terms except as enforcement may be affected by bankruptcy and similar laws affecting creditor’s rights vested in any Third Party;
11.1.3 except with respect to any development services generally; Dealer has obtained and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during maintain throughout the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees any and all licenses and permits required to promptly notify Customer. Lonza also agrees that enter into Contracts and engage in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all any other activities relating related to this Agreement;
11.1.7 subject (2) the Contract represents an original bona fide sale to payment of undisputed invoicesthe purchaser named therein, title to all Product is now and all New Customer Intellectual Property provided to Customer under this Agreement shall pass will remain free and clear from any claim, defense, setoff or counterclaim of any security interestnature, lien or and is enforceable against the purchaser and third parties according to its terms; all statements, facts, numbers and other encumbrance information in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement Contract and related documents are true and accurate, to the best of the CustomerDealer’s knowledge, and are free from fraud; the credit application, Contract and related documents have not been altered or modified subsequent to their execution, except for such alterations or modifications as have been acknowledged and initialed by the Dealer and the other parties thereto;
(3) the down payment (exclusive of the trade equity) noted in the Contract was made in cash or certified funds;
(4) the down payment was not loaned to the purchaser by Dealer or anyone connected with Dealer;
(5) each of the signatures is valid and genuine and the purchasers are the individuals they represent themselves to be, and each of the purchasers has the legal capacity to enter into the Contract;
(6) Dealer has met all of Dealer’s obligations to the purchaser;
(7) Dealer has no knowledge of any illegal use of the goods described in the Contract and Dealer has no knowledge of any event that indicates or suggests the prospective uncollectability of the Contract;
(8) Dealer has complied with, and the Contract complies with, all state and federal laws, ordinances, rules and regulations;
(9) Dealer has remitted all license fees, taxes and registration charges to the applicable governmental authority; Dealer has remitted any credit insurance, GAP, service contract or other fees or premiums to the companies from which they are being purchased such that said policies or contracts are in full force and effect at the time the Consumer purchases the goods; and Dealer has or will deliver any certificates or policies of insurance or notices of proposed insurance in the required period of time (when applicable);
(10) clear title to the goods represented in the application process was transferred to the purchaser, subject only to the Contract;
(11) Dealer has provided Company all credit information furnished Dealer by the purchaser and any guarantor of the Contract, and all such information is true, complete and accurate to the best of the Dealer’s information and belief;
(12) at or prior to delivery of the goods, Dealer verified with the purchaser’s insurance agent that the goods were or are covered by insurance protecting Company’s interest in the goods as required under the Contract and that such coverage will be in effect for at least 90 days from delivery;
(13) Dealer has caused a perfected sole security interest in the goods described in the Contract to be conveyed to Company. The perfection must be effective against all parties, including but not limited to the purchaser, any bankruptcy trustee and any other third party;
(14) that the goods do not have a “salvage” or any “branded” title;
(15) the Cash Sale Price and any “document preparation” or similar fee set forth in the Contract would be charged to the purchaser if the purchaser were to pay for the goods with cash;
(16) Dealer has not increased the purchase price or cost of financing the goods or products financed under any Contract, or taken any other adverse action against an applicant or purchaser because the applicant or purchaser is a member of a protected class, as defined by applicable law, nor has Dealer engaged in any practice that has an impermissible negative impact on members of any such protected class; Dealer has complied with all applicable state, federal and local fair lending laws and regulations applicable to the Contract and all aspects of the transaction represented by the Contract;
(17) the Contract does not represent a “straw purchase” (i.e., the Customer has all goods are being sold for the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party use and the performance benefit of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer purchaser to whom they are being sold, and payments will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that be remitted primarily by the use by Lonza thereof purchaser for the provision of the Services infringes any Intellectual Property or other rights of any Third Partypurchaser’s benefit); and
11.2.3 Customer (18) Dealer has written authorization from the necessary corporate authorizations purchaser to enter into obtain and provide to Company all information regarding the purchaser or prospective purchaser, including, but not limited to, credit reports and any other non-public information; if Company provides Dealer with any information about a purchaser or prospective purchaser, Dealer shall not disclose such information or use it for any purpose other than to finance the purchase of goods from Dealer or otherwise to carry out the purposes of this Agreement. Dealer agrees that Company does not assume any of Dealer’s obligations under the Contract or under the sale or with respect to the required delivery to the purchaser of any certificates or policies of insurance or any service contract, or notices of proposed insurance. Company’s title to the Contracts and the goods described therein shall at all times be superior to any right, title, lien or interest of Dealer, if any; should Dealer come into actual or constructive possession of any goods, aside from maintenance on an occasional basis or pursuant to a service contract, Dealer shall immediately notify Company that it has possession of the goods and, if requested by Company, return possession of the goods to Company.
Appears in 1 contract
Sources: Dealer Agreement
Warranties. 11.1 Lonza DEI warrants to CLIENT that:
11.1.1 a) DEI will not, in the Services shall be performed in a professional course of performing its services and workmanlike manner obligations under this Agreement, infringe or misappropriate, and in accordance with all Applicable Lawsnone of the WORK PRODUCT nor any element thereof will or does infringe or misappropriate, any INTELLECTUAL PROPERTY RIGHT of any third party;
11.1.2 Lonza b) neither the WORK PRODUCT nor any element thereof will not knowingly include in the Manufacturing Process be subject to any elements that infringe any such intellectual restriction, mortgage, lien, claim, pledge, security interest, or industrial property rights vested in any Third Partyencumbrance when delivered by DEI to CLIENT;
11.1.3 except with respect to any development services c) DEI has full right, power, and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations authority to enter into and perform this Agreement without the consent of any third party, including the right to grant all licenses granted by DEI in this Agreement;
11.1.6 Lonza d) All individuals and entities that contribute to or participate in the conception, creation, or development of the WORK PRODUCT will have unconditionally and irrevocably assigned all of their right, title, and interest in and to the WORK PRODUCT (and all INTELLECTUAL PROPERTY RIGHTS thereto) to DEI (or DEI Agreement Number: 0743.01 - 14/69 - directly to CLIENT) before being allowed to begin performing any of the services under this Agreement;
e) DEI will comply with all laws, regulations, and ordinances applicable to DEI’s performance of its services under this Agreement and DEI’s other obligations under this Agreement, including export control laws, and has never been debarred obtained (or before performing any services under this Agreement will obtain) all governmental permits and licenses required for DEI to perform its services under this Agreement and DEI’s other obligations under this Agreement;
f) DEI has the Generic Drug Enforcement Act of 1992requisite skills, 21 U.S.C. Sec. 335a experience and expertise necessary to perform its obligations pursuant to this Agreement;
g) DEI will take all necessary or reasonable precautions to prevent injury to any person (aincluding CLIENT’s employees) or damage to any property (bincluding CLIENT’s property) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:h) Subject to Schedule 3, if the LICENSED UNIT is constructed and operated in accordance with the PROCESS BOOK, the PERFORMANCE GUARANTEES specified in Schedule 3 will be met.
11.2.1 i) Except as stated in this Article (a) through above, DEI makes no other warranties, express or implied, by operation of the date of this Agreement law or otherwise, with respect to the best licenses granted hereunder, including any other guarantees relating to the catalysts, equipment or material to be used in the LICENSED UNIT or any warranty of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of merchantability or fitness for any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementuse.
Appears in 1 contract
Sources: Engineering Services & Technology Transfer Agreement (Hoku Scientific Inc)
Warranties. 11.1 Lonza 7.1 Each party represents and warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 (i) it has the necessary corporate authorizations legal power to enter into and perform under this Agreement;; and (ii) it shall comply with all other applicable laws in its performance hereunder.
11.1.6 Lonza has never been debarred under 7.2 DN Direct warrants to Customer that the Generic Drug Enforcement Act of 1992, 21 U.S.C. SecPlatform will substantially conform in all material respects to the Documentation (“Platform Warranty”). 335a The Platform Warranty does not apply when: (a) the Platform that has been modified by any party other than DN Direct; or (b) (the “Act”). In the event Platform that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible has been improperly used and/or installed in a manner other than as authorized under the Act; Lonza agrees Agreement to promptly notify the extent such modification(s) or improper installation cause the Platform to be nonconforming. As Customer. Lonza also agrees that in ’s sole and exclusive remedy and DN Direct’s entire liability for any breach of the event foregoing warranty, DN Direct will repair or replace any nonconforming Platform so that it becomes debarredoperates as warranted or, suspendedif DN Direct is unable to do so, excludedterminate the license for such Platform and return or request the Reseller to return the license fees paid for the nonconforming Platform, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of pro-rated from the date of this Agreement to the best of the Customer’s knowledge and belieftermination.
7.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementNEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DN Direct DOES NOT WARRANT THE OPERATION OF THE PLATFORM AND RESULTS OF THE PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER IS SOLELY REPONSIBLE FOR THE DECISIONS IT MAKES FROM DATA THAT IS PROVIDED AS OUTPUT FROM THE PLATFORM.
Appears in 1 contract
Sources: Subscription Services Agreement
Warranties. 11.1 Lonza warrants The Client represents and warrants: • that he/she is the author of the Work and is the owner of the copyright to all of its contents; that he/she has not engaged in plagiarism and that the Work, if fiction, represents no real event or person(s) that could in any way be deemed libelous and that:
11.1.1 the Services shall be performed , if nonfiction, does not misstate or omit any fact which would libel any person(s) or result in a professional person(s) being placed in a false or damaging light • that the Work does not infringe the copyright, trademark or privacy of any third party • that he/she is the owner of any trademarks and/or trade names associated with the Work • that the Work does not constitute obscenity or hate literature and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in that the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it author has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations right to enter into this Agreement. • that the work has not been published in any format with any company or person that may still own proprietary rights to the Work, that the Work is original and that no part of the Work was taken from or based on any other literary, dramatic, music material, film or graphic arts except as identified in writing by the Client. • that the Work does not infringe upon any copy right or proprietary right, common law, or statutory law, and does not contain any material that is libelous or constitutes a violation of privacy rights. YOUR COMPANY will begin work on the project in 7-21 DAYS after receipt of full payment of requested services as indicated on this contract. • YOUR COMPANY shall make no changes in, additions to, or eliminations from the manuscript without the consent of the Client, and in order to obtain such consent, the publisher shall submit the modified manuscript to the Client for approval. The Client agrees to return such proof to the publisher with corrections within thirty (30) days of the receipt thereof. However, the Client agrees to reasonable edits to allow the Work to conform to Publisher requirements, and correcting spelling and grammar errors, etc... as necessary to satisfy paid services as listed in the invoice. THE RIGHTS TO YOUR WORK The Client acknowledges and agrees that YOUR COMPANY acquires no right of ownership to the Work under this Agreement; that YOUR COMPANY, according to the contract is a provider of limited services only and assumes no responsibility for reviewing or correcting the content of the Work outside the responsibility of the editing services contracted for this project.
Appears in 1 contract
Sources: Contract for Services
Warranties. 11.1 Lonza 10.1 The Client represents, undertakes and warrants that:to Us that:-
11.1.1 10.1.1 the Client will use the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;allocated to the Client only for lawful purposes.
11.1.2 Lonza 10.1.2 the Client will not knowingly include in use the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested Server in any Third Party;
11.1.3 except with respect to manner which infringes any development services and Engineering Batches, law or regulation of which infringes the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and third party, nor will the performance of the Services shall not infringe client authorise or permit any Third Party Intellectual Property rightsother person to do so;
11.2.2 Customer 10.1.3 the Client will promptly notify Lonza not use the Hosting Services or Website to post, link to or transmit:-
10.1.3.1 any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in writing if it receives any way;
10.1.3.2 any material containing a virus, Trojan horse or is notified other hostile computer programme;
10.1.3.3 any material which constitutes, or encourages the commission of, a criminal offence of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services which infringes any Intellectual Property Rights or other similar rights of any Third Partyperson which may subsist under the laws of any jurisdiction;
10.1.3.4 any activity contrary to the Computer Misuse Act 1990; and
11.2.3 Customer has 10.1.3.5 the necessary corporate authorizations distribution of unsolicited email.
10.1.4 the Client shall keep secure any identification, password and other confidential information relating to enter into the Client's account and shall notify Us immediately of any unknown or suspected unauthorised use of the Client's account or breach of security, including loss, theft or unauthorised disclosure of the Client's password or other security information.
10.1.5 the Client shall observe any procedures which We may from time to time prescribe and shall make no use of the Server which is detrimental to Our other clients.
10.2 The Client undertakes to provide all assistance to Us as We may reasonably require for the purposes of performing its obligations under the Contract.
10.3 Where a Client continues to permit such illegal or disreputable use, We will serve a warning notice, either by email or letter to the affect that the Services will be discontinued if the Client does not rectify the situation within 24 hours of receipt of the email or three days within the receipt of the letter. Where We suspend Services for contravention of this AgreementClause, We can refuse to restore Services until We receive an acceptable assurance from the Client that there will be no further contravention.
Appears in 1 contract
Sources: Terms and Conditions
Warranties. 11.1 Lonza Each Party (a “Relevant Party”) represents, warrants and covenants to each other Party that:
11.1.1 : the Services shall be performed in a professional and workmanlike manner Relevant Party is duly incorporated, validly existing and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in good standing order under the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, law of its jurisdiction of incorporation; the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it Relevant Party has the necessary corporate authorizations full power and authority to enter into and perform its obligations under this Agreement;
11.1.6 Lonza has never been debarred under ; this Agreement constitutes binding obligations on the Generic Drug Enforcement Act Relevant Party in accordance with its terms, subject to any principles of 1992, 21 U.S.C. Sec. 335a (a) equity or (b) (the “Act”). In the event that during the term of insolvency law; other than as expressly stated in this Agreement, Lonza (i) becomes debarredthe Relevant Party has obtained all applicable corporate approvals, suspendedlicenses, excludedwaivers or exemptions as required under its constitutional documents, sanctionedapplicable law, and as required by any Government Authority to empower it to enter into and perform its obligations under this Agreement. Warranties given by the Lessor The Lessor represents, warrants and covenants to the Lessee: it has title to or otherwise declared ineligible under a valid and ongoing lease for the ActPremises; Lonza agrees it has the full right, power and authority to promptly notify Customer. Lonza also agrees that in grant the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under Lease to the Act, it shall promptly cease all activities relating Lessee pursuant to this Agreement;
11.1.7 subject ; if the Lessor does not own the Premises, it has obtained all required consents from the owner of the Premises to payment grant the Lease to the Lessee pursuant to this Agreement; the Lessee shall have quiet and peaceful possession of undisputed invoicesthe Site free from any claim of any entity or person of superior title thereto without hindrance to or interference with the Lessee’s quiet enjoyment thereof, throughout the Term; it will not violate any provision of Laws, order, judgment, or violate any provision in any formation documents of Lessor, the violation of which could have a material adverse effect on the ability of Lessor to perform its obligations under this Agreement; and it shall ensure to maintain its valid title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 rights as lessee of the date of this Agreement Premises, as the case may be, throughout the Term, including by paying any relevant fees to Governmental Authorities and/or fees, including rental, to the best owner of the Customer’s knowledge Premises, as applicable, as and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementwhen due.
Appears in 1 contract
Sources: Rooftop Lease Contract
Warranties. 11.1 Lonza
8.1 The Customer warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 (a) it has the necessary corporate authorizations full capacity and authority to enter into and perform this AgreementAgreement and that this Agreement is executed by a duly authorised representative of the Customer;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (it has the “Act”). In authority to grant any rights to be granted to Ultima under this Agreement and it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to Ultima and any of its subcontractors, any materials reasonably necessary for the event that during the term fulfilment of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible all its obligations under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject (c) Ultima's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials supplied by the Customer (including any hardware or software supplied by the Customer to payment of undisputed invoicesUltima for such use) shall not cause Ultima to infringe the rights, title to all Product and all New Customer including any Intellectual Property provided to Customer under this Agreement shall pass free and clear Rights, of any security interest, lien or other encumbrance in favour of Lonzathird party; and
11.2 Customer (d) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by Ultima or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by ▇▇▇▇▇▇.
8.2 Ultima warrants that:
11.2.1 as of (a) it has the date of full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of Ultima;
(b) it owns or has obtained valid licences, consents, permissions and rights to the best enable Ultima to comply with this Agreement and to use any of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and Ultima shall not breach the provisions of any Third Party such necessary licences, consents, permissions and rights or cause the performance same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the Customer's use of any Ultima materials, including any materials supplied by Ultima to the Customer (but excluding any third-party materials), shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Customer’s use of the Services shall is at its own risk. Ultima does not infringe make, and hereby disclaims, any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives and all other express and/or implied warranties, statutory or is notified otherwise, including, but not limited to, warranties of merchantability, fitness for a formal written claim particular purpose and any warranties arising from a Third Party that Customer Information and/or Customer Intellectual Property course of dealing, usage, or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementtrade practice.
Appears in 1 contract
Sources: Services Agreement
Warranties. 11.1 Lonza Each party represents and warrants to the other party that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date hereof: (i) it has full power and authority to execute and deliver the Agreement; (ii) the Agreement has been duly authorized and executed by an appropriate employee of this such party; (iii) the Agreement to the best is a legally valid and binding obligation of the Customer’s knowledge and beliefsuch party; (iv) its execution, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the delivery and/or performance of the Services shall Agreement does not infringe conflict with any Third Party Intellectual Property rights;agreement, understanding or document to which it is a party; and (v) it will not introduce into the Software any virus, worm, Trojan horse, time bomb, or other malicious or harmful code.
11.2.2 11.2 Cornerstone warrants that the Software will perform substantially in material accordance with the Agreement and applicable Documentation regarding existing functionality provided by Cornerstone; no new or different functionality is promised hereunder.
11.3 In the event of a breach of the warranty set forth in Section 11.2, Customer’s sole and exclusive remedy will be that Cornerstone shall, upon receipt of written notice of breach, make diligent efforts to become compliant with the warranty set forth in Section 11.2, and if Cornerstone does not do so within a reasonable period of time, Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations be entitled to enter into terminate this Agreement.
11.4 TO THE EXTENT PERMITTED BY APPLICABLE LAW, CORNERSTONE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. CORNERSTONE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE.
Appears in 1 contract
Sources: Master Agreement
Warranties. 11.1 Lonza 14.1 The Provider warrants to the Customer that:
11.1.1 (a) the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it Provider has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
11.1.6 Lonza (b) the Provider will comply with all applicable English legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and
(c) the Provider has never been debarred or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
14.2 The Provider warrants to the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a Customer that:
(a) or the ROTA Technology and Hosted Services will materially conform with the Services Specification;
(b) it shall provide the Support Services with reasonable skill and care;
(c) it shall use reasonable endeavours to comply with the “Act”). In security measures;
(d) it shall use reasonable endeavours to ensure as far as practicable that the event that during ROTA Technology will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs.
14.3 If the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctionedProvider reasonably determines, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarredany third party alleges, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use of the Hosted Services by Lonza thereof the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the provision of Customer the right to use the Hosted Services infringes any Intellectual Property or other rights of any Third Party; andin accordance with this Agreement.
11.2.3 14.4 The Customer warrants to the Provider that it has the necessary corporate authorizations legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
14.5 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
14.6 Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
Appears in 1 contract
Sources: Master Terms and Conditions
Warranties. 11.1 Lonza warrants that:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or any of its Affiliate holds Affiliates hold all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;Facility (subject always to Clause 11.2.4); and
11.1.5 11.1.3 it has the necessary corporate authorizations authorisations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and.
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza (and its relevant Affiliates any Subcontractors, and the External Laboratories) to perform the Services without infringing the Intellectual Property rights or other rights of any Third Party Party; and Customer warrants that the performance of the Services shall will not infringe infringe, misappropriate or violate (as the case may be) any Intellectual Property rights or other rights of any Third Party Intellectual Property rightsParty;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Information, Customer Background Intellectual Property, Customer Materials, New Customer Intellectual Property, the Cell Line, and/or any and all other information, materials and Intellectual Property supplied by or on behalf of the Customer or a Customer Collaborator, or that the supply to and/or use by Lonza (and/or its relevant Affiliates, any Subcontractors, and the External Laboratories) thereof for the provision of the Services Services, infringes any Intellectual Property rights or other rights of any Third Party; and;
11.2.3 all Raw Materials and Customer Materials actually supplied by Customer or a Customer Collaborator shall be provided with a certificate of analysis or other relevant documentation demonstrating that such Raw Materials and Customer Materials meet the following Lonza acceptance criteria: (i) are not contaminated, (ii) test negative for mycoplasma and bioburden (if applicable), (iii) have been manufactured in accordance with cGMP (if applicable), (iv) are free from all liens, charges, or encumbrances, and (v) meet other testing requirements and/or specifications as may be agreed in writing by the Parties. In addition, Customer has provided any environmental, health and safety information related to the Raw Materials and Customer Materials (including employee health and safety, of the handling, manufacture, distribution, use and disposal of the Raw Materials and Customer Materials), and will update, clarify, correct, supplement and amend such information as necessary;
11.2.4 Customer has all the rights necessary to provide and permit Lonza and its Affiliates, any Subcontractors, and the External Laboratories to use, for the purposes of this Agreement, the Customer Information, Customer Background Intellectual Property, Customer Materials, New Customer Intellectual Property, the Cell Line, and any and all other information, materials and Intellectual Property supplied by or on behalf of the Customer or a Customer Collaborator; and Customer warrants that the use of anything referred to in this Clause 11.2.4 will not infringe, misappropriate or violate the Intellectual Property rights or other rights of any Third Party;
11.2.5 Customer has the necessary corporate authorizations authorisations to enter into this Agreement and it has the full power and right to enter into this Agreement and that there are no outstanding agreements, assignments, licenses, encumbrances or rights of any kind, that would breach the provisions of this Agreement;
11.2.6 in connection with its receipt and usage of the Services and Products, Customer shall take appropriate technical and organizational measures to ensure compliance with the applicable requirements of GDPR. Customer shall act in compliance with GDPR as well as on Lonza’s request, destroy all personal data, unless applicable law prevents Customer from such destruction. Customer confirms that any personal data that Customer shares with Lonza is done in accordance with applicable GDPR requirements;
11.2.7 in connection with its receipt and usage of the Services and Products, Customer shall comply with, and shall cause its Customer Collaborators, subcontractors, directors, officers, employees, agents or any other person acting on behalf of Customer to comply with, all applicable Corruption Laws and International Trade Restrictions. Customer’s receipt and usage of the Services and Products shall be in accordance with Applicable Laws, Corruption Laws and International Trade Restrictions and the laws of the countries in which the Product is sold;
11.2.8 Customer warrants that as at the time that the Quality Agreement is signed, Customer will have an appropriate Quality function to ensure Customer’s ongoing compliance with cGMP; and
11.2.9 As between Customer and Lonza, Customer shall at all times be fully liable and responsible for the acts and omissions of the Customer Collaborators.
Appears in 1 contract
Sources: Development and Manufacturing Services Agreement (Generate Biomedicines, Inc.)
Warranties. 11.1 Lonza Subject to the limitations of this section and Section 10 hereof and subject to such limitations as are expressly provided elsewhere in this Agreement, IT&S represents and warrants that:
11.1.1 (a) The Services provided by it hereunder shall be performed, in all material respects, in a professional, timely and workmanlike manner and shall be as described in this Agreement, the Documentation and the Schedules hereto. Without limitation of the foregoing, the Services shall be of a quality and timeliness at least equal to (i) comparable services provided by IT&S to HCA Entities and/or its other customers during the Term of this Agreement and (ii) comparable services previously provided by IT&S under the Previous Agreement except to the extent that changes are made during the Term pursuant to Section 3 or other provisions of this Agreement that adversely affect the quality and timeliness of the Services.
(b) IT&S has the legal right to license or sublicense to Customer the Software and to perform the Services. IT&S makes no warranties of any kind in connection with the services provided by any telephone company. IT&S makes no warranties of any kind with respect to the Equipment. Customer must look solely to the manufacturer of such Equipment for any warranties relating thereto.
(c) IT&S owns all right, title and interest in and to the Software, Documentation and other proprietary material provided under this Agreement, or otherwise has the right to grant to Customer the license to use same as set forth in this Agreement without violating, misappropriating or infringing upon any rights of any third party and without breach of any third-party license to IT&S.
(d) There is currently no actual or, to the knowledge of IT&S, threatened suit by any third party based on an alleged violation, infringement, misappropriation or breach by IT&S of the rights of any third party. IT&S shall not interfere with use of the Software and the Documentation in accordance with this Agreement and Customer shall not be disturbed or interfered with during the continuation of the license granted hereunder.
(e) The Software shall perform in accordance with the Documentation; provided, however, if a Customer makes an unauthorized modification to the Software, then this warranty shall not apply to the extent that the problem was caused by the unauthorized modification.
(f) Each of IT&S’ employees, agents or representatives assigned to perform services hereunder shall have the proper skill, training and background so as to be able to perform in a competent and professional manner and all work will be so performed in a professional manner compatible with Customer’s business operations at its premises.
(g) The Software provided under this Agreement, at the time it is supplied and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in throughout the Manufacturing Process Term hereof, be completely free of any elements virus, rouge program, time bomb, turn off instruction, or any other device however characterized that infringe is potentially damaging to the Software, materials provided, other programs, data, computer hardware, computer software, telecommunications equipment or any such intellectual other material or industrial property rights vested device in any Third Party;
11.1.3 except with respect to any development services and Engineering Batchesmanner whatsoever (collectively, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “ActMalicious Code”). In Throughout the event that during the term Term of this Agreement, Lonza IT&S shall use commercially reasonable efforts to check the Software for Malicious Code and take appropriate action to prevent the propagation of Malicious Code in connection with the Services.
(h) Customer is not an alpha or a beta site for the Software and will not be for any new services unless the prior written consent of Customer’s Chief Information Officer or Chief Executive Officer is obtained.
(i) becomes debarred, suspended, excluded, sanctioned, The average service levels (as measured by the SLOs or otherwise declared ineligible under SLAs then in effect) with respect to the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that Services provided in any calendar quarter during the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment Term of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement (including the Wind-Down Period) shall pass free not be less than the service levels for the comparable SLOs or SLAs and clear services rendered to any HCA Entity that receives services from IT&S during the same calendar quarter.
(j) The Documentation accurately reflects the functionality of any the Services and the security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 policies and procedures as of the date Effective Time and shall be promptly updated by IT&S during the Term of this Agreement to reflect any changes in the best Services. The Documentation shall be complete and of a quality which shall enable a trained user to utilize the Services as contemplated by this Agreement. IT&S shall make the Documentation available on the Atlas System to the same extent that it is made available to HCA Entities and other customers of IT&S. IT&S shall give Customer advance notice of any material changes in the Documentation with respect to new releases and any material changes in the security policies and procedures included therein. Changes in Documentation shall not adversely affect the scope of the warranty set forth in Section 9(a) above except for changes in Documentation that are made to reflect changes made in the Software pursuant to Section 3 above.
(k) The Services include data backup, disaster recovery and other functionality sufficient to enable Customer to satisfy the HIPAA Rules with respect to privacy and security.
(l) With respect to the license agreements that govern the items of Third Party Software identified on Schedule A, the term during which IT&S may use each of item of such Third Party Software pursuant to such license agreements is at least as long as the Term of this Agreement except for the license agreements for the encoder and HR legacy payroll software which have been disclosed to Customer. Prior to expiration of the license for the encoder software, IT&S shall use commercially reasonable efforts to either renew or extend said license or enter into a license for comparable encoder software. IT&S shall use commercially reasonable efforts to develop modifications to the System to comply with changes in United States federal regulatory requirements. Such federal regulatory modifications will be developed at no charge so long as Customer is entitled to receive Services under this Agreement. At Customer’s knowledge request, IT&S shall use all commercially reasonable efforts to modify the System to comply with state and belief, the Customer has local regulatory modifications on a “Fair Share Basis”. As used herein “Fair Share Basis” means charges will be incurred on a time and material basis with costs divided among all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified HCA Entities and other customers affected by a given modification, determined by the relative number of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementbeds at such entities.
Appears in 1 contract
Sources: Computer and Data Processing Services Agreement (Lifepoint Hospitals, Inc.)
Warranties. 11.1 Lonza warrants that8.1. To the extent permitted by statute, no warranty is given by ▇▇▇▇ as to the quality or suitability of the Goods for any purpose and any implied warranty is expressly excluded. ▇▇▇▇ shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any party thereof however arising.
8.2. Only new Goods are used during the provision of the Services. ▇▇▇▇ will not use any secondhand items when reconditioning a Customer’s engine regardless, even if such items are offered by the Customer. If the Customer insists that their parts are used in the reconditioning of their engine, the Customer accepts and agrees, this action shall result in any warranty that ▇▇▇▇ may have otherwise offered, becoming invalid and unenforceable.
8.3. ▇▇▇▇ will not be liable if any defect or damage claimed is caused by:
11.1.1 the Services shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) The Goods not being properly maintained and/or serviced (all diesel engines must have new or reconditioned injectors fitted), because the Customer has failed to follow ▇▇▇▇’▇ recommendations or guidelines supplied, relating to the Goods; or
(b) The Goods being used in any way other than what the Goods were designed and manufactured for, as was stated in this Contract; or
(c) Failure by the “Act”Customer or the Customer’s employee or contractor to cease using the Goods after a defect becomes apparent; or
(d) Fair wear and tear, any accident or act of God; and
(e) Any warranty offered shall become void and unenforceable against ▇▇▇▇, if the Customer chooses to engage a third party to repair or rectify any alleged defect without ▇▇▇▇’▇ consent but should consent be granted, any work to be carried out must be done so by an authorised repairer approved by ▇▇▇▇. Consent by ▇▇▇▇ will not be unreasonable withheld, and the Customer accepts and agrees where this sub-clause applies that ▇▇▇▇ will not be responsible to pay any damages to the Customer where delays occur in rectifying the workmanship and/or in appraising the Customer’s claim, through a third-party.
8.4. Only a manufacturer’s warranty will apply (if any), where ▇▇▇▇ has not actually manufactured the Goods. ▇▇▇▇ will not be liable in any way or be required to meet any obligation given under a manufacturer’s warranty. In the event of a claim, the Customer must deal directly with the manufacturer.
8.5. Notwithstanding clause 8.4, the Customer accepts that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, if a manufacturer’s defective item is identified that needs to be replaced or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Actrepaired, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of be the Customer’s knowledge and belief, responsibility to meet any costs associated with the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance dismantle or reassemble of the Services Goods incurred by ▇▇▇▇ (time and labour) in rectifying the issue on the Customer’s behalf. ▇▇▇▇’▇ liability shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza be limited in writing if it receives all instances (whether it’s a manufacturer’s warranty claim or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property general warranty claim) to the repair or that the use by Lonza thereof for the provision replacement only of the Services infringes any Intellectual Property defective part/component pertaining to the Goods or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this AgreementServices.
Appears in 1 contract
Sources: Customer Contract
Warranties. 11.1 Lonza 4.1 The Service Provider warrants that:
11.1.1 (a) 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 shall be performed in a professional and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement;
(c) In all circumstances it shall act in the “Act”). In best interests of IOM;
(d) No official of IOM or any third party has received from, will be offered by, or will receive from the event that during Service Provider any direct or indirect benefit arising from the term Agreement or award thereof;
(e) It has not misrepresented or concealed any material facts in the procurement of this Agreement;
(f) The Service Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded agreements by IOM;
(g) It has or shall take out relevant insurance coverage for the period the Services are provided under this Agreement;
(h) It shall abide by the highest ethical standards in the performance of this Agreement, Lonza which includes not engaging in any discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child;
(i) becomes debarredThe Price specified in Article 3.1 of 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, suspendeddiscount 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, excludedas well as the personnel and agents of either of them, sanctionedsimilarly, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event shall not receive any such additional remuneration.
4.2 The Service Provider further warrants that it becomes debarredshall:
(a) Take all appropriate measures to prohibit and prevent actual, suspended, excluded, sanctioned, attempted and threatened sexual exploitation and abuse (SEA) by its employees or otherwise declared ineligible under the Act, any other persons engaged and controlled by it shall promptly cease all to perform activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement ( “other personnel”). For the purpose of this Agreement, SEA shall pass free and clear of include:
1. Exchanging any security interestmoney, lien goods, services, preferential treatment, job opportunities or other encumbrance advantages for sexual favours or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions.
2. Engaging in favour sexual activity with a person under the age of Lonza; and
11.2 Customer warrants that:
11.2.1 as 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the date concerned employee or other personnel.
(b) Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries.
(c) Report timely to IOM any allegations or suspicions of this Agreement to SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the best of the Customer’s knowledge and belief, the Customer person who has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;committed SEA.
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or (d) Ensure that the use by Lonza thereof SEA provisions are included in all subcontracts.
(e) Adhere to above commitments at all times. Failure to comply with (a)-(d) shall constitute grounds for the provision immediate termination of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.
4.3 The above warranties shall survive the expiration or termination of this Agreement.
Appears in 1 contract
Sources: Service Agreement
Warranties. 11.1 Lonza 7.1. Hub warrants that:
11.1.1 : (i) it will perform the Services shall be performed in conformity in all material respects with the Hub Information Security & Data Protection Addendum attached hereto as Addendum A, and with the Support and Service Level Agreement, attached as Exhibit 1, attached hereto; (ii) it will provide the Services in a professional manner, consistent with recognized industry standards and workmanlike manner and in accordance good commercial practices ; (iii) it will comply with all Applicable Laws;
11.1.2 Lonza will not knowingly include in applicable law, and be duly licensed and otherwise authorized to provide the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services Services; and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 (iv) it has the necessary corporate authorizations to enter into authority and perform this Agreement;
11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a (a) or (b) (the “Act”). In the event that during the term of this Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in the event that it becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and
11.2 Customer warrants that:
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations right to enter into this Agreement and to observe and perform its respective obligations contained in this Agreement.
7.2. Customer warrants that it has the authority and right to enter into this Agreement and to observe and perform its respective obligations contained in this Agreement.
7.3. WITH THE EXCEPTION OF THOSE EXPRESS WARRANTIES MADE IN THIS SECTION 7, TO THE MAXIMUM EXTENT PERMITTED BY LAW, HUB DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (I) HUB DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE OR SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR AND (II) HUB DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT YOUR DATA WILL REMAIN PRIVATE OR SECURE.
Appears in 1 contract
Sources: Master Service Agreement
Warranties. 11.1 Lonza 8.1 The Client warrants and undertakes that:
11.1.1 the Services shall be performed in a professional 8.1.1 it is validly existing and workmanlike manner and in accordance with all Applicable Laws;
11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party;
11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery;
11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility;
11.1.5 it has the necessary corporate authorizations full capacity and authority to enter into and perform this Agreement, this Agreement is executed by a duly authorized representative of the Client and this Agreement is binding upon the Client and enforceable in accordance with its terms;
11.1.6 Lonza 8.1.2 except as expressly set out in this Agreement, with respect to the Client, no consent, approval, order, or authorization of or from, or registration, notification, declaration or filing with any individual, entity or government agency or authority is required in any jurisdiction in connection with the execution, delivery or performance of this Agreement by the Client;
8.1.3 it will comply with the terms of this Agreement and all applicable laws and regulations, and shall not do any act that shall infringe the rights of any third party;
8.1.4 it has never been debarred complied and will continue to comply with the terms of the Fund Documents and all applicable laws, rules and regulations and court or governmental orders by which it is bound or to which it is subject;
8.1.5 any Client Data provided from time to time to the Sub-Administrator under or in connection with this Agreement is accurate and complete in all material respects, and the Generic Drug Enforcement Act Client shall promptly notify the Sub-Administrator in writing if any Client Data is found to be inaccurate or incomplete or has changed, and shall promptly provide to the Sub-Administrator any relevant updated information;
8.1.6 the provision of 1992any Client Data provided from time to time to the Sub-Administrator and the use of such Client Data by the Sub-Administrator under or in connection with this Agreement do not breach any applicable laws or regulations, 21 U.S.C. Sec. 335a (a) duties of confidentiality or (b) (any other duties or obligations owed to any person and any necessary third party consent to the “Act”). In provision of such Client Data to the event that during Sub-Administrator, and the term use of such Client Data by the Sub-Administrator for the purposes of this Agreement, Lonza has been obtained;
8.1.7 the information set out in Part 1 of Schedule 8 (iList of Fund Entities) becomes debarredis accurate and complete in all material respects and Pomona is the discretionary investment manager (or equivalent) of each of the Funds; and
8.1.8 the Client, suspendedand any direct or indirect investor or shareholder in the Client is not named in, excludedis not subject to, sanctionedand is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation that is named in or is subject to any Executive Order or United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person”, or otherwise declared ineligible under other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Act; Lonza agrees to Office of Foreign Assets Control.
8.2 The Client shall promptly notify Customer. Lonza also agrees that the Sub-Administrator in the event that writing if at any time it becomes debarredaware that any of the above warranties or undertakings has or may have been breached and, suspendedwithout prejudice to any other provision contained in this Agreement, excludedpromptly co-operate with the Sub-Administrator for the purpose of remedying any such breach (to the extent it is remediable).
8.3 The Sub-Administrator warrants and undertakes that:
8.3.1 it is validly existing and has the full capacity and authority to enter into and perform this Agreement, sanctionedand that this Agreement is executed by a duly authorized representative of the Sub-Administrator and this Agreement is binding upon the Sub-Administrator and enforceable in accordance with its terms;
8.3.2 except as expressly set forth in this Agreement, with respect to the Sub-Administrator, no consent, approval, order, or otherwise declared ineligible authorization of or from, or registration, notification, declaration or filing with any individual, entity or government agency or authority is required in any jurisdiction in connection with the execution, delivery or performance of this Agreement by the Sub-Administrator;
8.3.3 it owns or has obtained valid licences, consents, permissions and rights to enable the Sub-Administrator to comply with this Agreement and use any of the Intellectual Property Rights used by the Sub-Administrator for the purpose of the provision of the Administration Services;
8.3.4 it will comply in any material respect with all applicable laws and regulations in performing its obligations under the Act, it shall promptly cease all activities relating to this Agreement;
11.1.7 subject 8.3.5 all personnel and permitted sub-contractors used by the Sub-Administrator in the performance of this Agreement are adequately skilled and experienced for the activities they are required to payment of undisputed invoicesperform;
8.3.6 it has the personnel, title systems and infrastructure necessary to all Product perform its obligations hereunder in a manner consistent with the terms and all New Customer Intellectual Property provided conditions set forth in this Agreement;
8.3.7 to Customer its knowledge, there is no administrative, civil or criminal proceeding pending or threatened against it that is reasonably likely to have a material adverse effect on its ability to provide the Administration Services under this Agreement Agreement;
8.3.8 it has the established policies and procedures reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided under this Agreement, and, upon written request, shall pass free provide to each Fund a certification to such effect no less frequently than annually or as otherwise reasonably requested by such Fund. The Sub-Administrator shall make reasonably available its compliance personnel and clear of any security interest, lien or shall provide at its own expense summaries and other encumbrance in favour of Lonzarelevant materials relating to such program as reasonably requested by such Fund; and
11.2 Customer warrants that:8.3.9 it has the established policies and procedures reasonably designed to allow it to conduct its business in a commercially reasonable manner and in accordance with industry standards for private equity fund administrators and prevent its violation of applicable federal and state laws and regulations.
11.2.1 as of the date of this Agreement to the best of the Customer’s knowledge and belief, the Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the Services 8.4 The Sub-Administrator shall not infringe any Third Party Intellectual Property rights;
11.2.2 Customer will promptly notify Lonza the Client in writing if at any time it receives becomes aware that any of the above warranties or is notified undertakings has or may have been breached and, without prejudice to any other remedies of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the use by Lonza thereof Client under this Agreement, promptly co-operate with the Client for the provision purpose of remedying such breach (to the Services infringes any Intellectual Property or other rights of any Third Party; and
11.2.3 Customer has the necessary corporate authorizations to enter into this Agreementextent it is remediable).
Appears in 1 contract
Sources: Administration Services Agreement (Pomona Investment Fund)