Representations and Disclaimers Clause Samples
The "Representations and Disclaimers" clause defines the statements of fact or assurances made by one or both parties regarding the subject matter of the agreement, while also specifying which statements are not being guaranteed or relied upon. In practice, this clause outlines what each party is affirming to be true—such as ownership of intellectual property or authority to enter into the contract—and clarifies that any other statements, whether made during negotiations or implied by law, are not binding unless expressly included. Its core function is to allocate risk and prevent misunderstandings by clearly stating which representations are relied upon and which are expressly disclaimed, thereby limiting potential liability for unintentional misstatements or omissions.
Representations and Disclaimers. (a) Array and Comdial each represent and warrant that the Patents set forth on Schedule 1 and the Know-How set forth on Schedule 2 accurately list all of the Intellectual Property owned by Array that has been duly registered with, filed in, or issued by, as the case may be, the United States Patent and Trademark Office. Array owns the entire right, title, and interest in and to the Patents and the Know-How, including without limitation the exclusive right to use and license the same. To the knowledge of Array, no Person, as defined in the Strategic Alliance Agreement, is infringing upon any of the Patents or the Know-How.
(b) The Intellectual Property constitutes all of the intellectual property necessary to conduct the business and operations of Array as conducted as of the Effective Date. To the knowledge of Array, there is no basis for any claim of infringement by any Person, as defined in the Strategic Alliance Agreement, with regard to any of the Intellectual Property.
(c) Notwithstanding the foregoing, neither Array nor Comdial represents or warrants that: (i) the Intellectual Property is suitable for use in connection with Products or Services; (ii) use of the Intellectual Property will enable ePHONE to obtain specific results; (iii) the Intellectual Property does not infringe the rights of third parties; or (iv) use of the Intellectual Property will not cause any loss, damage, or injury. ePHONE will use the Intellectual Property at its own risk and neither Array nor Comdial shall be responsible for any Products or Services provided through the use of the Intellectual Property or for any other exploitation of the Intellectual Property.
Representations and Disclaimers. A) THERE ARE IMPORTANT HEALTH AND SAFETY WARNINGS AND INSTRUCTIONS FOR USE OF THE VIRTUAL REALITY SYSTEMS USED WITH THE ENTERPRISE SOLUTION WHICH ARE AVAILABLE AT ▇▇▇▇.▇▇▇. YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND THESE WARNINGS AND INSTRUCTIONS. HTC MAY UPDATE OR REVISE THESE WARNINGS AND INSTRUCTIONS, SO PLEASE REVIEW THEM PERIODICALLY. ADDITIONAL HEALTH AND SAFETY WARNINGS AND INSTRUCTIONS MAY BE PROVIDED BY THIRD PARTY LICENSORS IN RELATION TO THEIR PRODUCTS AND SERVICES. YOU ARE SOLELY RESPONSIBLE FOR PROVIDING ADEQUATE WARNINGS AND INSTRUCTIONS TO YOUR ADMINISTRATORS AND USERS AND COMPLYING WITH ALL APPLICABLE LAWS IN THE OPERATION OF YOUR BUSINESS.
B) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTERPRISE SOLUTION IS PROVIDED “AS IS” AND “AS AVAILABLE” AND THE ENTIRE RISK OF USE REMAINS WITH YOU. HTC AND ITS SUPPLIERS AND LICENSORS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND HEREBY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. IN PARTICULAR, HTC, ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT THE ENTERPRISE SOLUTION: (I) WILL MEET YOUR REQUIREMENTS OR WILL WORK WITH ANY THIRD- PARTY HARDWARE, SOFTWARE, APPLICATIONS OR THIRD-PARTY SERVICES; (II) WILL BE AVAILABLE OR PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; (III) OR ANY INFORMATION OR CONTENT OBTAINED THROUGH IT WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (IV) OR THAT ANY DEFECTS OR ERRORS THEREIN WILL BE CORRECTED.
C) DURING ANY FIRMWARE UPDATE, DO NOT UNPLUG ANY CABLES FROM YOUR VIVE DEVICE (OR OTHERWISE POWER OFF THESE DEVICES) UNTIL THE UPDATE IS FULLY COMPLETE. FAILURE TO COMPLY COULD DAMAGE YOUR VIVE DEVICE AND ANY RESULTING DAMAGE MAY NOT BE COVERED BY YOUR WARRANTY.
Representations and Disclaimers. Nothing contained in this Amendment shall be construed as:
(a) a warranty or representation that the manufacture, sale, lease, use, or other disposition of any product that is manufactured by other than Motorola using Delivered Technology will be free from infringement of third party patents, provided, however, that if promptly notified in writing, Motorola will defend any claim against the Licensee that alleges that U.S. patents, copyrights, or trade secrets of another have been infringed solely by: -- Motorola's unaltered software as provided to the Licensee as Delivered Technology, provided, however, that this indemnity shall not apply to the IMBE vocoder to the extent that the vocoder technology as included with Delivered Technology shall be based on information provided by Digital Voice Systems, Inc.; or -- the Licensee's software authored by the Licensee, provided such Licensee software is substantially based upon and functionally substitutes for Motorola software as provided in the Delivered Technology, and the claim of infringement would exist regardless of whether the Licensee software or the corresponding Motorola software, for which the Licensee software is a substitute, were used by the Licensee, and the Licensee would otherwise be indemnified by Motorola for use of such corresponding Motorola software; and Motorola will save and hold the Licensee harmless from any judgment, damages, or awards arising out of any such claim. Upon Motorola's request, the Licensee agrees to reasonably assist in any defense and surrender control of the suit to Motorola. Motorola may elect, at any time, to modify or replace such software with
(b) a warranty that the Licensee will successfully manufacture products based upon the Delivered Technology transferred hereunder. A new ARTICLE XVII is added as follows:
Representations and Disclaimers. 7.1 IBIS recognizes that equipment and wafer purchases are complex decisions and that IBM can make no commitment that IBM or IBM’s Subsidiaries will purchase any products from IBIS.
7.2 This Agreement is nonexclusive. IBM and IBIS recognize and agree that each has been and may continue to be active in the development of technology, and/or manufacture and sale of products indirectly or directly relating to the technologies, processes and products contemplated by this Agreement, and IBIS acknowledges and agrees that IBM will not be precluded by this Agreement from pursuing such activities independent of IBIS, including with third parties, and further, IBM acknowledges and agrees that IBIS will not be precluded by this Agreement from pursuing such activities independent of IBM, including with third parties.
Representations and Disclaimers. BUYER acknowledges that the SELLER has completed the Residential Property Disclosure Form and agrees to hold the Broker(s) and their agents harmless from any misstatements, errors or omissions made by SELLER. ▇▇▇▇▇ also acknowledges and agrees that the Broker(s) and their agents have no obligation to verify or investigate the information provided by SELLER. BUYER has not relied on any representations by ▇▇▇▇▇▇(s) and/or any agent(s) about the use or condition of the Property, square footage, zoning, lot dimensions, homeowners’ fees, public and private assessments, available utilities and/or improvements, utility bills, taxes or special assessments except as listed below (if none, indicate “none”): DAMAGE: If improvements to the Property are destroyed or damaged in excess of ten percent (10%) of the purchase price before title transfer, then BUYER may either accept the insurance proceeds for said damage and complete this transaction or terminate this Agreement and receive the return of all deposits made. If such damage is less than ten percent of the purchase price, then SELLER shall restore the Property to its prior condition.
Representations and Disclaimers. Company hereby warrants and represents the following:
3.1. Media Assets Group, Inc. is a corporation duly organized, validly existing and will be in good standing under Wyoming law and has the corporate power and authority to carry on its business as it is now being conducted.
3.2. The Company is not a party to any agreement, written or oral, creating rights in respect to the Shares in any third person or relating to the voting of the Shares. Company is the lawful owner of the Shares.
Representations and Disclaimers. Buyer acknowledges that the Seller completed the Vacant Land 177. Property Disclosure Form unless otherwise stated above and Seller has not made any representations or 178. warranties, either expressed or implied, regarding the property, (except for the Vacant Land Property 179. Disclosure Form, if applicable), and agrees to hold the Brokers and their agents harmless from any misstatements 180. or errors made by the Seller on the form. Buyer also acknowledges and agrees that the Brokers and their agents 181. have no obligation to verify or investigate the information provided by the Seller on that form. Buyer hereby 182. acknowledges that any representation by Seller or the real estate agent(s) regarding the square footage of the 183. rooms, structures or lot dimensions, homeowner’s fees, public and private assessments, utility bills, taxes and 184. special assessments are approximate and not guaranteed. Please list any and all verbal representations made by 185. Brokers or their agents that you relied upon when purchasing this property (if none, write “none”) 186.
Representations and Disclaimers. The Research Material is provided as a service to the Research Community. IT IS BEING SUPPLIED TO RECIPIENT WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS. Without limiting the foregoing, MSU makes no representation that the use of the Research Material will not infringe any patent or propriety rights of third parties.
Representations and Disclaimers. (a) Each Party represents to the other Party that: (i) it has the full right, power, and authority to enter into the Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; and (ii) when executed and delivered by such Party, the Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
(b) CUSTOMER UNDERSTANDS THAT CUSTOMER’S AND END CUSTOMER’S USE OF THE PORTAL AND SERVICE (INCLUDING ANY DOWNLOADS OR ANY LOSS OF DATA OR OTHER DAMAGE TO CUSTOMER’S OR END CUSTOMER’S COMPUTER SYSTEM OR CUSTOMER OR END CUSTOMER’S EXPERIENCE FROM USING THE PORTAL AND SERVICE) IS AT CUSTOMER’S AND END CUSTOMER’S SOLE RISK. CUSTOMER UNDERSTANDS AND WILL ADVISE END CUSTOMERS THAT THE PORTAL AND SERVICE AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THIRD PARTY SITE INFORMATION, PRODUCTS, AND CONTENT INCLUDED IN OR ACCESSIBLE FROM THE PORTAL OR SERVICE), ARE PROVIDED ON AN “AS IS, WHERE IS” AND “WHERE AVAILABLE” BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO CUSTOMER. CUSTOMER ACKNOWLEDGES THAT ELO MAKES NO WARRANTY THAT THE PORTAL OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. CUSTOMER UNDERSTANDS THAT ELO DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM CUSTOMER’S AND END CUSTOMER’S USE OF THE PORTAL OR SERVICE WILL MEET CUSTOMER’S OR END CUSTOMER’S EXPECTATIONS. NO WARRANTY OF ANY KIND, WHETHER ORAL OR WRITTEN, CAN MODIFY THE TERMS OF THE DISCLAIMER SET FORTH HEREIN. TO THE FULLEST EXTENT PERMITTED BY LAW, ELO DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE PORTAL AND SERVICE AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THIRD PARTY SITE INFORMATION, PRODUCTS, AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE PORTAL AND SERVICE. UNDER NO CIRCUMSTANCE WILL ELO BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY CUSTOMER’S OR END CUSTOMER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE PORTAL OR A LINKED SITE, OR CUSTOMER’S OR END CUSTOMER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM THE PORTAL OR A LINKED SITE.
Representations and Disclaimers. 239 BUYER acknowledges that BUYER is relying upon ▇▇▇▇▇'S own 240 inspection and evaluation of the property, whether performed by BUYER or BUYER'S independent inspectors or contractors, 241 in determining the property's condition or fitness. BUYER understands that ▇▇▇▇▇▇ ▇▇▇▇▇ and its agents do not warrant 242 the condition or systems of the property or guarantee that SELLER has disclosed all defects. 243 BUYER acknowledges that, except as specifically noted on lines 226-228 above, ▇▇▇▇▇▇ ▇▇▇▇▇ and its agents have 244 not made any representations, warranties, or agreements, express or implied regarding the condition or use of 245 the property, including but not limited to any representation that: (a) the basement, crawl space, or slab area do not 246 incur seepage, leakage, dampness, or standing water; (b) the heating, cooling, plumbing, or electrical system(s) or 247 any built-in appliance is in good working condition or is completely functional; (c) the roof is weather tight and/or 248 structurally sound; (d) the structure is free from insect infestation, lead paint, or lead paint hazards; (e) the water 249 supply or septic system, if any, are not deficient in any respect; or (f) radon gas, urea-formaldehyde foam or 250 asbestos insulation, or any other toxic substance including any toxic form of mold, is not present on the property. 251 If any building or other improvements are destroyed or damaged in excess of ten percent of the purchase 252 price prior to title transfer, BUYER may either accept the insurance proceeds for said damage and complete this 253 transaction or may terminate this AGREEMENT and receive the return of all deposits made. In that event, SELLER 254 and BUYER agree to sign a mutual release with instruction to the Broker for disbursement of the ▇▇▇▇▇▇▇ money on 255 deposit. If such damage is less than ten percent of the purchase price, SELLER shall restore the property to its prior 256 condition and ▇▇▇▇▇ agrees to complete the purchase of the property. 257 (Elect one) BUYER does elect x does not elect to purchase the ▇▇▇▇▇▇ ▇▇▇▇▇ 258 Money Back Guarantee Program, subject to Program's terms and conditions. If BUYER elects the Program, then this 259 Agreement and BUYER'S obligations hereunder are conditioned upon approval of BUYER'S Application to 260 Repurchase by Home Trade-In Company, Inc. (“HTCI”) within seven (7) days from Acceptance as herein defined. 261 BUYER'S fully-executed Application, including BUYER'S agreement to pay HTCI...