Representations and Warranties Disclaimers Clause Samples
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Representations and Warranties Disclaimers a) Availability Tebra will make commercially reasonable efforts to maintain uptime of 99% excluding any scheduled downtime, force majeure issues and third party services (see Support Policy for additional details).
b) Mutual Representations and Warranties
i. the Customer Agreement has been duly entered into and constitutes a valid and binding agreement enforceable against such party in accordance with its terms;
ii. no authorization or approval from any third party is required in connection with such party’s entering into or performance of the Customer Agreement; and
iii. the entering into and performance of the Customer Agreement does not and will not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound. c) DISCLAIMERS • TEBRA DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. • WHILE ▇▇▇▇▇ TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, TEBRA DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. ▇▇▇▇▇ DISCLAIMS ANY WARRANTY REGARDING ANY PERCENTAGE OF COLLECTION OF CLAIMS FOR CUSTOMER. • FROM TIME TO TIME, CUSTOMER MAY REQUEST THE ADDITION OF CERTAIN CODE AND/OR FUNCTIONALITIES TO BE ADDED TO CUSTOMER’S WEBSITE OR OTHER PLATFORM. TEBRA SHALL NOT BE RESPONSIBLE FOR ENSURING THAT THE REQUESTED CODE AND/OR FUNCTIONALITIES COMPLY(IES) WITH ANY AND ALL APPLICABLE LAWS AND REGULATIONS PERTAINING TO CUSTOMER’S BUSINESS. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT CUSTOMER ALONE SHALL BE RESPONSIBLE FOR ENSURING THAT CUSTOMER’S WEBSITE AND SERVICE OFFERINGS, EVEN IF SUPPORTED BY TEBRA, COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
Representations and Warranties Disclaimers. 13.1 Each of Vaccinex and Merck represents and warrants to the other that (a) it has the full right and authority to enter into this Agreement and to perform its obligations hereunder (including its Compound supply obligations); (b) it has the full right and authority to grant the licenses hereunder that it purports to grant; and (c) subject to Sections 3.10 and 3.11, it has not entered into, and during the term of the Agreement will not enter into, any agreement or arrangement with any Third Party which would (i) prevent the Parties from performing the Study; or (ii) prevent either Party or both Parties from pursuing any additional studies with respect to the Combination; or (iii) violate the exclusivity obligations of such Party during the periods set forth in Sections 3.10 and 3.11, as applicable.
13.2 Vaccinex agrees to Manufacture and supply the Vaccinex Compound for purposes of the Study as set forth in Article 8, and Vaccinex hereby represents and warrants to Merck that, at the time of Delivery of the Vaccinex Compound, such Vaccinex Compound shall have been Manufactured and supplied in compliance with: (i) the Specifications for the Vaccinex Compound; (ii) the Clinical Quality Agreements; and (iii) all Applicable Law, including cGMP and health, safety and environmental protections. Merck agrees to Manufacture and supply Merck Compound for purposes of the Study as set forth in Article 8, and Merck hereby represents and warrants to Vaccinex that, at the time of Delivery of Merck Compound, such Merck Compound shall have been Manufactured and supplied in compliance with: (a) the Specifications for Merck Compound; (b) the Clinical Quality Agreements; and (c) all Applicable Law, including cGMP and health, safety and environmental protections.
13.3 Without limiting the foregoing, each Party is responsible for obtaining all regulatory approvals (including facility licenses) that are required to Manufacture its Compound in accordance with Applicable Law (provided that for clarity, Vaccinex shall be responsible for obtaining Regulatory Approvals for the Study as set forth in Section 3.3).
13.4 Vaccinex does not undertake that the Study shall lead to any particular result, nor is the success of the Study guaranteed. Neither Party accepts any responsibility for any use that the other Party may make of the Clinical Data nor for advice or information given in connection therewith.
Representations and Warranties Disclaimers. 8.1. Each party represents and warrants to the other party that (a) it has full right, power and authority to enter into and fully perform its obligations under this Agreement, (b) the execution, delivery and performance of the terms and conditions of this Agreement do not conflict with any other agreement to which it is a party or by which it is bound, and (c) it will at all times comply with all laws, rules and regulations applicable to its activities, duties and obligations hereunder, including but not limited to data privacy and protection laws.
8.2. Talkable represents and warrants that the Services (other than content, data or other intellectual property from You) do not infringe any intellectual property rights of any third party. During the Term of this Agreement, if any portion of the Services (other than content, data or other intellectual property from You) is found to be in violation of this warranty, Talkable will, at its sole expense, make reasonable commercial efforts to modify or replace the Services so that they comply with this warranty, without any material loss of the Services' functionality, or to obtain the right for You to continue to use the Services consistent with this Agreement.
8.3. You represent and warrant that the Creative Assets do not infringe any intellectual property rights of any third party.
8.4. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Representations and Warranties Disclaimers. Each of Pfizer and Ideaya represents and warrants to the other that it has the full right and authority to enter into this Agreement and to grant the rights and licenses that it purports to grant hereunder and that this Agreement constitutes a legal and valid obligation binding upon such Party, enforceable in accordance with its terms.
Representations and Warranties Disclaimers. A. The Licensee represents and warrants to the City that: (i) Licensee and its authorized signatory, have full right, power and authority to execute this Agreement; and (ii) Licensee's execution and performance of this Agreement will not violate any laws, ordinances, covenants, mortgages, licenses or other agreements binding on the Licensee.
B. The Licensee has studied and inspected the Property and accepts the same "AS IS" without any express or implied warranties of any kind (including any warranties or representations by City as to title or its condition or fitness for any use) and subject to all matters of record.
Representations and Warranties Disclaimers. (a) By Each Party. Each party represents and warrants to the other as follows:
Representations and Warranties Disclaimers. 13.1 Each of Lilly and Athenex represents and warrants to the other that it has the full right and authority to enter into this Agreement.
13.2 Neither Party undertakes that the Study shall lead to any particular result and both Parties agree and understand that the success of the Study is not guaranteed. Neither Party accepts any responsibility for any use that the other Party may make of the Clinical Data nor for advice or information given in connection therewith.
Representations and Warranties Disclaimers. 13.1 Each of Syndax and Merck represents and warrants to the other that ***.
13.2 Neither Syndax nor Merck represents or warrants that the Study will lead to any particular result, nor is the success of the Study guaranteed. Neither Party accepts any responsibility for any use that the other Party may make of the Clinical Data nor for advice or information given in connection therewith.
Representations and Warranties Disclaimers. Section 8.1 Representations 11 Section 8.2 Disclaimer of Warranties 12 Section 9.1 Term 12 Section 9.2 Termination 12 Section 9.3 Effects of Termination 13 Section 10.1 Jurisdiction; Service 14 Section 10.2 Remedies 14
Representations and Warranties Disclaimers. Section 8.1 Representations 11 Section 8.2 Disclaimer of Warranties 12 Section 9.1 Term 12 Section 9.2 Termination 12 Section 9.3 Effects of Termination 13 Section 10.1 Jurisdiction; Service 14 Section 10.2 Remedies 14 Section 11.1 Notices 14 Section 11.2 No Assignment 15 Section 11.3 Costs and Expenses 15 Section 11.4 Effect of Waiver or Consent 15 Section 11.5 Amendment 15 Section 11.6 Authority 15 Section 11.7 Governing Law 15 Section 11.8 Further Assurances 15 Section 11.9 Severability 15 Section 11.10 Counterparts 16 Section 11.11 Entire Agreement 16 Section 11.12 No Third Party Beneficiaries 16 Schedule A Licensed Marks Schedule B Territory Schedule C Notices TRADEMARK LICENSE AGREEMENT, dated December 22, 2011 (this “Agreement”), between Third Point LLC, a Delaware limited liability company (“Licensor”), and Third Point Reinsurance Company Ltd., a Bermuda Class 4 insurance company (“Licensee”, and together with Licensor, the “Parties”).