Performance and Warranties Clause Samples

The Performance and Warranties clause sets out the obligations of a party to meet certain standards and provides assurances regarding the quality or condition of goods or services delivered under the contract. Typically, this clause specifies that the party must perform its duties in a professional manner and may include guarantees that products are free from defects or that services will meet agreed-upon criteria. Its core function is to protect the receiving party by ensuring accountability and providing remedies if the promised standards or warranties are not met.
Performance and Warranties. 5.1 The Commissioner appoints the Contractor to provide the Services commencing on the Commencement Date and continuing for the duration of this Agreement in consideration of the Annual Contract Value, and in accordance with and subject to the provisions of this Agreement. 5.2 Each of the parties warrants that it has power to enter into this Agreement and has obtained any necessary approvals to do so. 5.3 The Contractor warrants that the Contractor satisfies the conditions set out in Regulation 5 of the PMS Regulations. 5.4 In complying with this Agreement, in exercising its rights under this Agreement and in performing its obligations under this Agreement the Contractor must act reasonably and in good faith and shall cooperate fully with the Commissioner at all times. 5.5 Each party warrants to the other that it has not relied on any representation or agreement whether written or oral not expressly set out or referred to in this Agreement. 5.6 The Contractor warrants that it has used all reasonable endeavours to ensure: 5.6.1 all information in Writing provided to the Commissioner in seeking to become a party to this Agreement was, when given, true and accurate in all material respects, and in particular, that the Contractor satisfied the conditions set out in Regulation 5 of the PMS Regulations; 5.6.2 no information has been omitted which would make the information that was provided to the Commissioner materially misleading or inaccurate; 5.6.3 no circumstances have arisen which materially affect the truth and accuracy of such information; 5.6.4 it is not aware as at the date of this Agreement of anything within its reasonable control which may or will materially adversely affect its ability to fulfil its obligations under this Agreement. 5.7 To the best of the Commissioner’s knowledge after due enquiry by the Commissioner, the Commissioner warrants that it has used all reasonable endeavours to ensure: 5.7.1 all information in Writing which it provided to the Contractor specifically to assist the Contractor to become a party to this Agreement was, when given, true and accurate in all material respects; 5.7.2 no information has been omitted which would make the information that was provided to the Contractor materially misleading or inaccurate; 5.7.3 no circumstances have arisen which materially affect the truth and accuracy of such information.
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Performance and Warranties. Crayon warrants that it shall perform its obligations in a professional and workmanlike manner in accordance with generally accepted industry standards. To the maximum extent permissible by law, all conditions and warranties which may be excluded by applicable law are hereby expressly excluded. No express conditions or warranties are made by Crayon except those expressly provided by Crayon in this Agreement. Customer acknowledges that Crayon only provides Licenses according to the relevant ▇▇▇▇ and PT or other terms and conditions for the use of the Licenses, which may include a limited warranty from Licensor. All of Customer’s rights and remedies regarding the Licenses, warranty, liability, and indemnity will be determined by the relevant ▇▇▇▇, PT or other terms and conditions for the use of the Licenses. Customer shall sign or accept an ▇▇▇▇, PT or other terms and conditions for the use of the Licenses with the Licensor before using Licensor’s software or services. The ▇▇▇▇/PT or other terms and conditions for the use of the Licenses will state all warranties and representations for the Licenses granted. Crayon does not give any warranties or representations for any Licenses or software. Both Parties warrant to the other Party that: i) It has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative; ii) it has the authority to grant any rights to be granted under this Agreement; and iii) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the other Party and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement.
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Performance and Warranties. The vendor warrants that all supplies and services are of first class design, construction, execution, materials, composition and quality and are properly packed in accordance with drawings, other data and AMBN's standards and specifications, and are suitable for the intended purpose, safe and compliant with any official regulations. Should more or less than the quantity agreed be delivered, or should there be any deviations, variations or differences in performance, including differences in colour, the delivery will be deemed not to be in accordance with contract unless agreed otherwise or AMBN accepts the goods expressly in writing notwithstanding. The circumstances above are indicative and not exhaustive. The vendor's warranty period will be not less than 18 months from when goods are supplied and not less than 12 months from when services are delivered. The term 'warranty period' means a period within which the vendor is bound to remedy deficiencies or redeliver promptly and free of charge, irrespective of what caused the deficiency and without prejudice to the vendor's liability under contract otherwise. The warranty period will lapse without prejudice to AMBN's rights otherwise.
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Performance and Warranties. The Contractor will diligently perform and complete the Services in accordance with this Contract, “Industry Standards”, and applicable laws (as specified in section 9). Contractor’s personnel shall have the knowledge, abilities, experience and qualifications required to perform the Services and will perform the Services in a professional manner. For certainty, “Industry Standards” includes, but is not limited to: (i) the provision of any and all labour, supplies, equipment and other goods or services that are necessary and can reasonably be understood or inferred to be included within the scope of this Contract or customarily provided for services of the type specified in this Contract in similar situations, and (ii) adherence to commonly accepted norms of ethical business practices. Regarding any supplies, equipment or other goods provided in connection with the Services, the Contractor shall provide the warranties detailed in Schedule A; or, if none are detailed, then the Contractor shall at a minimum ensure that IESO shall have the full benefit of the original manufacturer’s or other applicable warranties. The Contractor will obtain information and direction from the IESO on a regular basis in the performance of the Services (through individuals formally designated by it), provided that no information or direction provided by the IESO will relieve the Contractor from its responsibility for proper performance of the Services. The Contractor acknowledges and agrees that any failure by it to perform the Services as defined in this Contract, may have a material adverse effect on the business and operations of the IESO.
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Performance and Warranties. Provider shall use reasonable efforts to improve the Client’s search engine rankings, but makes no guarantees regarding specific placement or traffic volumes due to the dynamic nature of search engine algorithms. Provider disclaims any warranty that the Services will result in increased profits or guaranteed traffic, leads, or sales.
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Performance and Warranties. For local determination. If the Contractor has elected to be regarded as a health service body for the purposes of section 9 of the 2006 Act pursuant to regulation 9 of the PMS Regulations, then the Agreement must state that it is an NHS contract.
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Performance and Warranties. 2.1 CLSI shall perform the Services applying reasonable skill and ability and will use all reasonable efforts to provide the Services within the time schedule specified by the approved User Proposal and Beamtime Request. The User Institution acknowledges and agrees however that: 2.1.1 CLSI will employ reasonable diligence in its provision of Services or the Users employment of the Facility however the information supplied, and advice or opinions provided are based upon the experience of CLSI and its personnel and there is no representation that information supplied, advice given or opinions expressed by CLSI are free of error or correct. 2.1.2 There is no representation that the use of the Facility or the provision of Services will generate the desired or anticipated results. 2.1.3 If the Facility is not available or becomes unavailable for timely completion of the Services or the Services are otherwise delayed, CLSI is not liable for such delay but will inform and keep the User informed as to any anticipated delays. 2.1.4 There are no warranties or representations of any nature or kind, implied or otherwise, whether relating to performance, marketability, merchantability, any fitness for purpose, or title. 2.1.5 CLSI accepts no responsibility for the subsequent use of information, or materials arising from the performance of the Services, either by the User or a third party who has obtained any such information, materials or equipment either directly or indirectly from the User or the User Institution.
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Related to Performance and Warranties

  • General Representations and Warranties The Contractor represents, warrants and covenants that: (i) The Contractor has all requisite power and authority to execute, deliver and perform its obligations under this Contract and the execution, delivery and performance of this Contract by the Contractor has been duly authorized by the Contractor. (ii) There is no pending litigation, arbitrated matter or other dispute to which the Contractor is a party which, if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on the Contractor’s ability to fulfill its obligations under this Contract. (iii) The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Contract. (iv) The Contractor (a) owns, or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for and related to delivery of the services and provision of the services as set forth in this Contract; (b) shall be responsible for and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and (c) none of the services or other materials or technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual property rights of any third party. (v) The Contractor has adequate resources to fulfill its obligations under this Contract. (vi) Neither Contractor nor Contractor’s subcontractors has past state or federal violations, convictions or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees.

  • Client Representations and Warranties 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account will be deemed to be held by the persons as joint tenants despite any actual or constructive notice to Admiral of any partnership or other agreement between the persons. The joint holding will be only be deemed not to be held as joint tenants if Admiral expressly agrees that in writing that the persons consisting the client hold the Account as tenants in common in equal shares or by a court determination of that it is not held as joint tenants; if the Client is an investment manager or a responsible entity, the investment management agreement or fund constitution specifically empowers and authorises dealings in the Admiral Products, by the Client and on behalf of their underlying clients or investors; and such dealings are within the authorised ambit of each underlying client’s investment strategy; it will enter into Transactions pursuant to the applicable investment management agreement as investment manager or responsible entity and not otherwise; (iii) it will only deal in Admiral Products when the funds or other assets under its control are sufficient to meet the obligations which arise in connection with such dealing; and if your appointment as investment manager or responsible entity is terminated, it is authorised to arrange for Closing Out of all Transactions entered into on behalf of the Client prior to the date of such termination as soon as possible; is not an employee or the close relative of an employee of any exchange participant; you have read these Account Terms and any product disclosure statement issued by Admiral in relation to the Admiral Products and Transactions relevant to the Account (including the disclosures of significant risks); you have considered your objectives and financial situation and you have had a reasonable opportunity to obtain appropriate independent advice prior to entering into these Account Terms, and has formed the opinion that dealing in the Admiral Products is suitable for your needs and purposes; the Client is willing and able, financially and otherwise, to assume the risk of trading in high risk investments, Transactions using Margin and all other Transactions covered by these Account Terms; all information supplied to Admiral by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order with Admiral and you assume full responsibility for any Order placed with Admiral; you fully understand the relevant provisions of: the prohibition of false or misleading markets and other market manipulation as described in Applicable Laws and section 1041A of the Corporations Act; the prohibition of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as described in section 1043A of the Corporations Act; the prohibition of false trading and market rigging as described in sections 1041B and 1041C of the Corporations Act; the prohibition of misleading and deceptive conduct described in section 1041H of the Corporations Act; and Applicable Laws and, to the extent your investing in Admiral Products have Underlying Reference Instruments which are governed by the Corporations Act, the conditions upon which short selling is permitted on the ASX and the disclosure obligations are imposed on short sellers. You will notify Admiral if you are funding your account using superannuation as that may impact your classification as a retail or wholesale client. You acknowledge to us that you have received or downloaded, and read and understood the TMD document and you agree that you are within the class of consumers described in our TMD.

  • Licensor’s Representations and Warranties Licensor represents and warrants that: (a) The patents and patent applications identified on Schedule A are accurately described and are all the patents and patent applications currently owned by Licensor or its Affiliates that are necessary or useful for Licensor to make, use, offer to sell, sell, and import the Licensed Products in the Field of Use in the Territory; (b) it and its Affiliates are the sole and exclusive owners of the entire right, title, and interest in and to the Licensed Patents in the Field of Use in the Territory, as evidenced by the assignment agreements attached hereto as Exhibit 2; (c) it has, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder; (d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto; (e) Licensor will comply with all terms of the UMB Agreement to preserve its rights in the Option; (f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB Agreement. (g) Licensor understands that the Preferred Stock and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state securities law. Licensor is acquiring the Preferred Stock and Conversion Shares hereunder in the ordinary course of its business. (h) At the time Licensor was offered the Preferred Stock, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act. (i) Licensor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock and Conversion Shares, and has so evaluated the merits and risks of such investment. Licensor is able to bear the economic risk of an investment in the Preferred Stock and Conversion Shares and, at the present time, is able to afford a complete loss of such investment. (j) Licensor is not, to Licensor’s knowledge, purchasing the Preferred Stock and Conversion Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Stock and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of Licensor, any other general solicitation or general advertisement. (k) Licensor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock and Conversion Shares and the merits and risks of investing in the Preferred Stock and Conversion Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (l) The Preferred Stock and Conversion Shares received upon conversion of the Preferred Stock may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Act.

  • Employee’s Representations and Warranties Employee represents, warrants, covenants, understands and agrees that: (i) Employee is free to enter into this Agreement; (ii) Employee is not obligated or a party to any engagement, commitment or agreement with any person or entity that will, does or could conflict with or interfere with Employee's full and faithful performance of this Agreement, nor does Employee have any commitment, engagement or agreement of any kind requiring Employee to render services or preventing or restricting Employee from rendering services or respecting the disposition of any rights or assets that Employee has or may hereafter acquire or create in connection with the Services and the results thereof; (iii) other than as required by law, Employee shall not at any time divulge, directly or indirectly, any of the terms of this Agreement to any person or entity other than Employee's legal counsel; (iv) Employee shall not use any material or content of any kind in connection with Employer's products, software or website that is copyrighted or owned or licensed by a party other than Employer or that would or could infringe the rights of any other party; (v) Employee shall not use in the course of Employee's performance under this Agreement, and shall not disclose to Employer, any confidential information belonging, in part or in whole, to any third party; (vi) EMPLOYEE UNDERSTANDS ALL OF THE TERMS OF THIS "AT WILL" EMPLOYMENT AGREEMENT, AND HAS REVIEWED THIS AGREEMENT FULLY AND IN DETAIL PRIOR TO AGREEING TO EACH AND ALL OF THE PROVISIONS HEREOF; and (vii) no statement, representation, promise, or inducement has been made to Employee, in connection with the terms of this Agreement, the execution hereof or otherwise, except as is expressly set forth in this Agreement.

  • Nature of Representations and Warranties The representations and warranties set forth in this Section 3.08, insofar as they involve conclusions of law, are made not on the basis that the Seller purports to be a legal expert or to be rendering legal advice, but rather to reflect the parties’ good faith understanding of the legal basis on which the parties are entering into this Agreement and the other Basic Documents and the basis on which the Holders are purchasing the Recovery Bonds, and to reflect the parties’ agreement that, if such understanding turns out to be incorrect or inaccurate, the Seller will be obligated to indemnify the Issuer and its permitted assigns (to the extent required by and in accordance with Section 5.01), and that the Issuer and its permitted assigns will be entitled to enforce any rights and remedies under the Basic Documents, on account of such inaccuracy to the same extent as if the Seller had breached any other representations or warranties hereunder.