Representations and Warranties Disclaimer Limitation of Liability Clause Samples
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Representations and Warranties Disclaimer Limitation of Liability. 7.1. CMGI REPRESENTS THAT THE SERVICES WILL BE PROVIDED AT A LEVEL AND QUALITY CONSISTENT WITH THE LEVEL AND QUALITY OF THE COMPARABLE SERVICES PROVIDED TO NAVISITE PRIOR TO THE TRANSACTION DATE IN ALL MATERIAL RESPECTS. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, THE SERVICES (INCLUDING ALL ASSOCIATED SOFTWARE) ARE PROVIDED "AS IS" AND CMGI DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE SAME, AND HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
7.2. EXCEPT WITH RESPECT TO AMOUNTS PAYABLE ARISING OUT OF CLAIMS RELATING TO BREACH OF CONFIDENTIALITY OR BASED UPON WILLFUL, MALICIOUS OR GROSSLY NEGLIGENT CONDUCT OF THE LIABLE PARTY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT PAID (AND AMOUNTS DUE AND PAYABLE) BY NAVISITE UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE. EACH PARTY HEREBY RELEASES THE OTHER PARTY FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMAND IN EXCESS OF THIS LIMITATION. THE PARTIES ACKNOWLEDGE THAT EACH OF THEM RELIED UPON THE INCLUSION OF THIS LIMITATION IN CONSIDERATION OF ENTERING INTO THIS AGREEMENT.
7.3. EXCEPT WITH RESPECT TO AMOUNTS PAYABLE ARISING OUT OF CLAIMS RELATING TO BREACH OF CONFIDENTIALITY OR BASED UPON WILLFUL, MALICIOUS OR GROSSLY NEGLIGENT CONDUCT OF THE LIABLE PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF USE, REVENUES, PROFITS OR SAVINGS, EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
Representations and Warranties Disclaimer Limitation of Liability. 9.1 Disclaimer. FLIR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE FLIR SDK, THE CONFIDENTIAL INFORMATION, AND/OR THE LOGO AND DEVELOPER ACKNOWLEDGES AND AGREES THAT THE SAME IS BEING PROVIDED HEREUNDER “AS IS” AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. THE FOREGOING PROVISIONS ARE IN LIEU OF ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF NON- INFRINGEMENT), AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE EXPRESSLY DISCLAIMED. FLIR SHALL HAVE NO LIABILITY, WHETHER TO DEVELOPER OR TO DEVELOPER’S END USERS, ARISING OUT OF DEVELOPER’S USE OF THE FLIR SDK, THE CONFIDENTIAL INFORMATION, THE LOGO, AND/OR DEVELOPER’S APPLICATIONS, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE.
Representations and Warranties Disclaimer Limitation of Liability. 8.1 Representations and Warranties of DERMA. DERMA covenants, represents and warrants to QMT as follows:
(a) DERMA is a corporation duly organized, validly existing and in good standing under the laws of Pennsylvania. DERMA has all requisite corporate power to own and operate its properties and assets and to carry on its business as presently being conducted and as proposed to be conducted. DERMA has, and will have on all relevant dates, all requisite legal and corporate power to execute and deliver this Agreement, and to carry out and perform its obligations under the terms of this Agreement;
(b) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate DERMA corporate action. The performance by DERMA of any of the terms and conditions of this Agreement on its part to be performed does not and will not constitute a breach or violation of any other agreement or understanding, written or oral, to which it is a party;
(c) Neither DERMA nor its Affiliates is prohibited by any law, rule or regulation or by any order, directive or policy of any Regulatory Authority from developing any pharmaceutical products, or assuming the Regulatory Approvals are obtained, will be prohibited by any law, rule or regulation or by any order, directive or policy of any Regulatory Authority from manufacturing or selling any of the Products; and
(d) DERMA covenants that neither it nor its Affiliates shall, during the Term, develop or commercialize any products in the Field that compete, directly or indirectly, with the Products other than products which use silver and/or honey as their only active anti-microbial ingredients.
8.2 Representations and Warranties of QMT. QMT represents and warrants to DERMA as follows:
(a) QMT is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. QMT has all requisite corporate power to own and operate its properties and assets and to carry on its business as presently being conducted and as proposed to be conducted. QMT has, and will have on all relevant dates, all requisite legal and corporate power to execute and deliver this Agreement, and to carry out and perform its obligations under the terms of this Agreement;
(b) QMT covenants that neither it nor its Affiliates shall, during the Term, develop or commercialize any products in the Field that compete, directly or indirectly, with the Products; and
(c...
Representations and Warranties Disclaimer Limitation of Liability