Representations and Warranties Limitation of Liability Sample Clauses

Representations and Warranties Limitation of Liability. 17.1 Distributor represents and warrants to and covenants with the Company as of the date hereof and continuing until the termination of this Agreement that: (i) Distributor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (ii) Distributor possesses all requisite power and authority and all material licenses, permits and authorizations necessary to carry on its business and to perform its obligations hereunder; (iii) the execution, delivery and performance of this Agreement has been duly authorized by Distributor, and the execution, delivery and performance of this Agreement does not conflict with any other agreement, instrument or understanding to which it is a party or by which it may be bound, nor would it violate any law or regulation of any court, governmental body or agency having jurisdiction over it; (iv) Distributor has complied with and is currently in compliance with all applicable state and local laws, ordinances, codes, rules, requirements, regulations and other legal requirements relating to the operation and conduct of its business; and

Representations and Warranties Limitation of Liability. In addition to all other representations and warranties made in this Agreement, Seller represents and warrants that it will not claim as justification for any failure to perform according to the terms of this Agreement and the Confirmation that (i) Seller, its Affiliates or subsidiaries, do not own or control sufficient reserves of Coal as to satisfy the quantity and quality provisions for this Agreement or any Confirmation; (ii) Seller is not in compliance, to the extent applicable, with the rules, practices, and standards issued by any and all governmental agency(ies) with respect to legislation, regulations, rules, or mandates which were in effect either by interim or final rules, or passed, adopted, or promulgated but to go into later effect, as of the time specified for the delivery of Coal pursuant to this Agreement and any Confirmation, including all laws and regulations regarding the mining and sale of Coal (notices and orders issued under the Federal Mine Health and Safety Act and State and Federal Reclamation Acts excepted); and (iii) Seller has not acquired all licenses, permits, certificates and other documents necessary for it to fulfill its obligations under the Confirmation. Neither Party shall be liable for any punitive, special, incidental or consequential damages (including without limitation, loss of profits or overhead), based upon breach of warranty or of contract, negligence or any other theory of legal liability arising out of this Agreement or any Confirmation.

Representations and Warranties Limitation of Liability. The following provisions relate to representations and warranties by the Parties made in connection with this Agreement and the Supply Agreement:

Representations and Warranties Limitation of Liability. 8.1. Each Party represents and warrants to the other Party that: 8.1.1. it has the legal right, title, authority and power to enter into this License Agreement and the Research Agreement and to perform its obligations hereunder and thereunder; 8.1.2. it has taken all necessary action to authorize the execution, delivery and performance of this License Agreement 8.1.3. the performance of its obligations under this License Agreement will not conflict with or result in the breach of any agreements, contracts or other arrangements to which it is a Party. 8.2. In addition to the representations and warranties in Article 8.1, FU Berlin represents and warrants to Coronado that: 8.2.1. FU Berlin is the sole and exclusive owner of the FU Berlin Intellectual Property, free and clear of any liens, charges and encumbrances, and no other person, corporate or other entity, or governmental entity or subdivision thereof, has any claim or ownership interest in, to or under the FU Berlin Intellectual Property whatsoever, except that as set forth in the Ovamed MTA, Ovamed has a 10% interest in FU Berlin’s interest in Joint Patents in the Ovamed Territory; 8.2.2. without limiting the generality of the foregoing, any and all Inventions and intellectual property relating thereto that have been or are made, conceived, created and/or reduced to practice by any FU Berlin Personnel, including Prof. ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, those under Prof. ▇▇. ▇▇▇▇▇▇▇▇’▇ supervision and control, or any other person performing services under the Research Agreement, have been or are contractually assigned to and are owned solely by FU Berlin; 8.2.3. FU Berlin has not (a) assigned, transferred, conveyed or otherwise encumbered its right, title and interest in and to the FU Berlin Intellectual Property or the Joint Intellectual Property, except that as FU Berlin – License Agreement final execution 10/19 set forth in the Ovamed MTA, Ovamed has a 10% interest in FU Berlin’s interest in Joint Patents in the Ovamed Territory; (b) granted any license or other rights to or under the FU Berlin Intellectual Property or the Joint Intellectual Property; or (c) entered into any agreement with any third party which relates to the Project or is inconsistent or in conflict with the rights granted to Coronado hereunder or which would otherwise interfere with the practice of the Licensed IP by Coronado as contemplated under this License Agreement; 8.2.4. FU Berlin has disclosed to Coronado all information known by it th...

Representations and Warranties Limitation of Liability. (a) Each party hereto represents and warrants to the other that: (i) the execution, delivery and performance of this Agreement by such party shall not conflict with or result in any breach of, or constitute a default under, any material agreement, instrument or undertaking to which it is a party or by which any of its property is bound; and (ii) it has the corporate power to make and carry out the terms of this Agreement and it has taken, and shall take, all actions, corporate or otherwise, necessary or advisable to authorize the execution, delivery and performance of, and to perform, its respective obligations under this Agreement. (b) Quotesmith represents and warrants to IIS that: (i) the Quotesmith Licensed Software (including any portion thereof) as provided to IIS does not infringe upon any U.S. patent, copyright, trademark or other intellectual property rights of any third party, and there is no litigation, arbitration or other proceeding or claim pending or, to Quotesmith's knowledge, threatened with respect thereto; and (ii) Quotesmith (and its designated agents) possess, and shall possess during the term of this Agreement, all applicable governmental and private (e.g., insurer) licenses, appointments, authorizations permits and qualifications necessary relating to its conduct of the activities contemplated by this Agreement and comply with all applicable laws and regulations. (c) Quotesmith shall use its best commercial efforts, consistent with past practices, to maintain the proper operation of the Quotesmith Licensed Extraction Programs and the accuracy of the information contained in Quotesmith Licensed Data Files. In no event shall Quotesmith be responsible for the publication of inaccurate premium quotations published by IIS, its affiliates or any third party who receives quotations by or through IIS to the extent that such inaccuracy is caused by the modification of the Quotesmith Licensed Software by any person other than Quotesmith (or its agents or subcontractors). The parties agree to qualify published quotations with cautionary notices in a form and substance reasonably acceptable to Quotesmith and IIS. (d) EXCEPT AS EXPRESSLY STATED HEREIN, NEITHER PARTY HERETO MAKES ANY OTHER REPRESENTATION OR WARRANTY AND HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES RELATING TO QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRAR...

Representations and Warranties Limitation of Liability. THE SITE IS PRESENTED "AS IS." WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), UNDER ANY CIRCUMSTANCES, FOR ANY (a) INTERRUPTION OF BUSINESS; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITE; (c) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (d) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-WEBSITE LINKS ON THE SITE; (e) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING DURING HYPERLINK TO OR FROM THIRD PARTY WEBSITES (f) ANY INACCURACIES OR OMISSIONS IN CONTENT OR (g) EVENTS BEYOND OUR REASONABLE CONTROL. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE SITE OR YOUR USE THEREOF REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED ONE HUNDRED DOLLARS ($100.00). YOU AGREE THAT NO CLAIMS OR ACTION ARISING OUT OF, OR RELATED TO, THE USE OF THE SITE OR THESE TERMS AND CONDITIONS MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE.

Representations and Warranties Limitation of Liability. PROVIDER represents and warrants that all Kits supplied hereunder shall be (a) manufactured in accordance with Applicable Law and (b) free from defects under normal use and that all work under this agreement will comply with all applicable federal, state and local laws and regulations. PROVIDER SHALL NOT BE LIABLE TO A&M SYSTEM FOR AMOUNTS IN EXCESS OF THE GREATER OF (A) THE AMOUNTS ACTUALLY PAID TO A&M SYSTEM HEREUNDER IN THE IMMEDIATELY PRECEDING TWELVE MONTHS OR (B) ONE MILLION DOLLARS ($1,000,000), OR TO THE EXTENT AUTHORIZED UNDER THE CONSTITUTION OR THE LAWS OF THE STATE OF TEXAS, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

Representations and Warranties Limitation of Liability. 16.1 Distributor represents and warrants to and covenants with the Company as of the date hereof and continuing until the termination of this Agreement that: (i) Distributor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;

Representations and Warranties Limitation of Liability. Each of us hereby represents and warrants that: • it has full power and authority to enter into this Agreement and to perform its obligations hereunder;.