Representations Warranties and Liabilities Sample Clauses

Representations Warranties and Liabilities. Seller warrants that the equipment listed on Exhibit A will meet or exceed the performance criteria listed for same on Exhibit A, and meet or exceed the requirements of the Air Quality Permit to be obtained by Seller for Buyer for the completed system, so long as: a. The equipment has not been damaged or in any way altered by Buyer; b. The equipment has been operated and maintained in accordance with manufacturer's instructions; c. The fuel supply to the Thermal Combustor conforms to the requirements set forth in Exhibit B, attached hereto; and, d. Seller approves, in writing, the contents of any Air Quality Permit Application(s) for the system, prior to the Seller's filing of the application with appropriate governmental air quality agencies, whether they be Federal, State, or local. Seller shall be responsible for, indemnify and hold harmless Buyer, its employees, agents, guests, invitees, and tenants from any and all claims, damages, fees, expenses, and costs for personal injury and property damage caused by or resulting from Seller's performance hereunder, or from the actions or conduct of Seller, its employees, agents and representatives provided however, that Seller shall not be liable for special or consequential damages. Buyer shall be responsible for, indemnify and hold harmless Seller, its employees, agents, guests, invitees, and tenants for any and all claims, damages, fees, expenses, and costs for personal injury and property damage caused by or resulting from Buyer's performance hereunder, or from the actions or conduct of Buyer, its employees, agents and representatives; provided however, that Buyer shall not be liable for special or consequential damages. Each party represents and warrants to the other that: a. It has or will have the requisite power, authority, licenses and permits to execute and perform under this Agreement; b. The execution and performance of this Agreement have been duly authorized by, and are in accordance with the legal purposes of, each party, c. The execution and performance of this Agreement will not result in any breach or violation of, or constitute a default under an agreement, instrument, or document to which either party may be a party; d. Neither party has received any notice, nor to the best of its knowledge is there pending or threatened any notice, that the terms of the Agreement would violate any applicable laws, ordinances, regulations, rules or decrees which would materially adversely affect its ability ...
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Representations Warranties and Liabilities. 6.1 The Customer represents and warrants to the Distributor as follows, and acknowledges that the Distributor is relying on such representations and warranties without independent inquiry in entering into this Agreement: (a) the Facility is fully and accurately described in the Application; (b) all information in the Application is true and correct; (c) the Facility is in compliance with all applicable technical requirements and laws; (d) the Customer has been given warranty information and operation manuals for the Facility; (e) the Customer has been adequately instructed in the operation and maintenance of the Facility and the Customer has developed and implemented an operation and maintenance plan based on those instructions; (f) if the Customer is a corporation or other form of business entity, the Customer is duly incorporated, formed or registered (as applicable) under the laws of its jurisdiction of incorporation, formation or registration (as applicable); (g) the Customer has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations under this Agreement; (h) this Agreement constitutes a legal and binding obligation on the Customer, enforceable against the Customer in accordance with its terms; (i) the Customer holds all permits, licenses and other authorizations that may be necessary to enable it to own and operate the Facility; and (j) any individual signing this Agreement on behalf of the Customer has been duly authorized by the Customer to sign this Agreement and has the full power and authority to bind the Customer. 6.2 The Distributor represents and warrants to the Customer as follows, and acknowledges that the Customer is relying on such representations and warranties without independent inquiry in entering into this Agreement: (a) The Distributor is duly incorporated under the laws of Ontario; (b) The Distributor has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations under this Agreement; (c) this Agreement constitutes a legal and binding obligation on the Distributor, enforceable against the Distributor in accordance with its terms; and (d) any individual signing this Agreement on behalf of the Distributor has been duly authorized by the Distributor to sign this Agreementand has the full power and authority to bind the Distributor.
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Representations Warranties and Liabilities. 5.1 Any Material delivered pursuant to this Agreement is supplied “as is” and is understood to be experimental in nature and may have hazardous properties. The Provider makes no representations and extends no warranties of any kind, either expressed or implied with regard to the Material or Data. There are no express or implied warranties or fitness for a particular purpose, or that the use of the Material and/or Data will not infringe any patent, copyright, trademark or other proprietary rights. The Provider agrees to promptly inform Recipient in writing if Provider obtains knowledge of any patent or property rights of third being infringed by the use of the Material. 5.2 Provider or, to the extend applicable, the legal owner of the Material and/or Data referred to in Article 2.1, may grant exclusive or non-exclusive, non-commercial or commercial licenses with regard to the Material or Data to any third party(ies), or sell or assign all or part of the rights in the Material or Data to any third party(ies). In any such event, this contract remains unaffected. 5.3 Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Material and Data, unless caused by gross negligence or willful misconduct of Provider. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material or Data by the Recipient, except to the extent prescribed by law when caused by the gross negligence or willful misconduct of the Provider.
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Representations Warranties and Liabilities. 12.1 Merck hereby represents and warrants to Urovant that: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Article 2, and the execution and delivery by Merck of this Agreement and the performance by Merck of the transactions contemplated hereby have been duly authorized by all necessary corporate actions of Merck; (b) this Agreement constitutes legal, valid and binding obligations of Merck, enforceable against Merck in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; (c) the execution, delivery and performance of this Agreement do not and will not conflict with or result in a breach of or constitute a default under any indenture, instrument, agreement or documents to which Merck or its Affiliates is a party or by which any of its assets or properties are bound; (d) the Merck Patent Rights set forth on Schedule 1.55 constitute all intellectual property owned or otherwise controlled (through license or otherwise) by Merck (or any of its Affiliates) that is necessary to Develop, Manufacture, sell or use the Compound, the Merck Intellectual Property exists, and to the best of its knowledge as of the Effective Date, the Merck Patent Rights are not invalid or unenforceable in the Territory, in whole or in part;
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Representations Warranties and Liabilities. 7.1 All information contained in this deed and all other information relating to the Assets, Expensed Items, license to occupy, Lease or Transferred Employees given by Virco or its representatives to VG UK or its representatives are true, accurate and complete in every respect and there is no fact or matter relating to the Assets, Expensed Items, license to occupy, Lease or Transferred Employees which is known or ought on reasonable enquiry to be known to Virco which has not been disclosed or which renders any such matters or information untrue, incomplete or misleading or the disclosure of which is material to be known by a purchaser of the Assets, Expensed Items, Lease or Transferred Employees. 7.2 The Parties to this deed have full power and authority and have taken all necessary corporate action to enable each effectively to enter into and perform this deed and all deeds entered into, or to be entered into, pursuant to the terms of this deed, and such deeds when executed, will constitute valid, binding and enforceable obligations on each in accordance with their respective terms and, save with respect to the consent of the Landlord in connection with the license to occupy and the assignment of the Lease, each does not require the consent, approval or authority of any other person to enter into or perform its obligations under this deed and each party's entry into and performance of this deed will not constitute any breach of or default under any obligation binding upon it, and it is not engaged in or threatened under any litigation or arbitration proceedings which might have an effect upon its capacity or ability to perform its obligations under this deed.
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Representations Warranties and Liabilities. 6.1 The Generator represents and warrants to London Hydro as follows, and acknowledges that London Hydro is relying on such representations and warranties without independent inquiry in entering into this Agreement: (a) the Facility is fully and accurately described in the Application; (b) all information in the Application is true and correct; (c) the Facility is in compliance with all applicable technical requirements and laws; (d) the Generator has been given warranty information and operation manuals for the Facility; (e) the Generator has been adequately instructed in the operation and maintenance of the Facility and the Generator has developed and implemented an operation and maintenance plan based on those instructions; (f) if the Generator is a corporation or other form of business entity, the Generator is duly incorporated, formed or registered (as applicable) under the laws of its jurisdiction of incorporation, formation or registration (as applicable); (g) the Generator has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations under this Agreement; (h) this Agreement constitutes a legal and binding obligation on the Generator, enforceable against the Generator in accordance with its terms; (i) the Generator holds all permits, licenses and other authorizations that may be necessary to enable it to own and operate the Facility; and (j) any individual signing this Agreement on behalf of the Generator has been duly authorized by the Generator to sign this Agreement and has the full power and authority to bind the Generator. 6.2 London Hydro represents and warrants to the Generator as follows, and acknowledges that the Generator is relying on such representations and warranties without independent inquiry in entering into this Agreement: (a) London Hydro is duly incorporated under the laws of Ontario; (b) London Hydro has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations under this Agreement; (c) this Agreement constitutes a legal and binding obligation on London Hydro, enforceable against London Hydro in accordance with its terms; and (d) any individual signing this Agreement on behalf of London Hydro has been duly authorized by London Hydro to sign this Agreement and has the full power and authority to bind London Hydro.
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Representations Warranties and Liabilities. 12.1 Merck hereby represents and warrants to Urovant that: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Article 2, and the execution and delivery by Merck of this Agreement and the performance by Merck of the transactions contemplated hereby have been duly authorized by all necessary corporate actions of Merck; (b) this Agreement constitutes legal, valid and binding obligations of Merck, enforceable against Merck in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; (c) the execution, delivery and performance of this Agreement do not and will not conflict with or result in a breach of or constitute a default under any indenture, instrument, agreement or documents to which Merck or its Affiliates is a party or by which any of its assets or properties are bound; (d) the Merck Patent Rights set forth on Schedule 1.55 constitute all intellectual property owned or otherwise controlled (through license or otherwise) by Merck (or any of its Affiliates) that is necessary to Develop, Manufacture, sell or use the Compound, the Merck Intellectual Property exists, and to the best of its knowledge as of the Effective Date, the Merck Patent Rights are not invalid or unenforceable in the Territory, in whole or in part; [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. (e) it has not licensed, assigned, transferred, conveyed or otherwise encumbered to any Third Party its right, title and interest in the Merck Intellectual Property in any manner inconsistent with the rights and licenses granted to Urovant under this Agreement, and will not license, assign, transfer, convey or otherwise encumber to any Third Party its right, title and interest in the Merck Intellectual Property in any manner inconsistent with the rights and licenses granted to Urovant under this Agreement; (f) it, or its Affiliates, has the right to grant exclusive rights and licenses under the Merck Patent Rights in the Territory in the manner set forth in Section 2.1; (g) it is the sole and exclusive owner of the Merck Intellectual Property, and to the best of its knowledge as of the Effective Date, the Merck Intellectual Property in the Ter...
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Representations Warranties and Liabilities 
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Related to Representations Warranties and Liabilities

  • Representations, Warranties and Agreements You will make to each other Underwriter participating in an Offering the same representations, warranties, and agreements, if any, made by the Underwriters to the Issuer, the Guarantor, or the Seller in the applicable Underwriting Agreement or any Intersyndicate Agreement, and you authorize the Manager to make such representations, warranties, and agreements to the Issuer, the Guarantor, or the Seller on your behalf.

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date: a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the "1933 Act") or which would render the disposition of any Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction other than the Purchaser.

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that: a. The Adviser has been duly authorized by the Board of Trustees of the Fund to delegate to the Sub-Adviser the provision of investment services to the Portfolio Account as contemplated hereby. b. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations.

  • Warranties and Liabilities You acknowledge and agree that: a) We do not warrant the operability or functionality of Mobile Payment Services for Small Business or that it will be available to complete a Transaction; b) We do not warrant that any particular merchant will offer the payment method accessed through Mobile Payment Services for Small Business; and c) We do not guarantee the availability or operability of any wireless networks or of any Mobile Device. You understand that You should keep Your physical Debit Card with You to use in the event Mobile Payment Services for Small Business are unavailable for whatever reason. Furthermore, You explicitly exclude Us, all partners and associated service providers from all liability whatsoever in relation to Mobile Payments Services for Small Business, and by extension their respective directors, officers and employees, including, without limitation, any liability in relation to the sale, distribution, use or the performance or non-performance of Mobile Payments Services for Small Business. You acknowledge and confirm ownership of the respective intellectual property rights by the Financial Institution and its partners and associated service providers.

  • Representations Warranties and Indemnification You represent and warrant that: (i) You own or control all rights necessary to make the grant of rights, licenses, and permissions listed in Section 2, and that the exercise of such rights, licenses, and permissions shall not violate or infringe the rights of any third party, and (ii) any use of the Custom Codes shall be in accordance with the terms of this Exhibit C and shall not infringe any third party rights or violate any applicable laws, directives, rules, and regulations of any governmental authority in the Territory or anywhere else in the world. You agree to indemnify and hold Apple, its subsidiaries and affiliates (and their respective directors, officers, and employees) harmless from all losses, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions, or other proceedings arising from a breach of the representations and warranties set for h in this Section, or a breach of any other term of the Agreement and this Schedule 1.