Splunks Warranties Sample Clauses
Splunks Warranties
Related to Splunks Warranties
Seller’s Warranties 10.1 Each of the Sellers warrants to the Buyers, in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, I▇▇▇ ▇▇▇▇▇, I▇▇▇▇ ▇▇▇▇▇▇▇, V▇▇▇▇▇▇▇▇▇ Gnasevich, V▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, V▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, T▇▇▇▇▇▇ Chabunuk, E▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.
Buyer’s Warranties All representations and warranties by Buyer in this Agreement shall be true on and as of the closing date as though such representations and warranties were made on and as of that date.
SUPPLIER’S WARRANTIES 9.1 The Supplier represents and warrants to the Company that: (a) it has the right to sell the Goods and/or lease the Rental Items to the Company on these terms and conditions and, subject to clause 5, upon payment of the Price (whether in part or in full) or Delivery (whichever is the earlier to occur) the Company will have good title to the Goods, free and clear of all interests and encumbrances including Security Interests; (b) the Goods and/or Rental Items delivered to the Company will correspond in all respects with the Specifications and the representations made by the Supplier and any sample provided by or on behalf of the Supplier; (c) the Supplier holds all relevant import licences, consents or authorities necessary for the performance of this Contract including, without limitation, labour hire licences under the Labour Hire Licensing ▇▇▇ ▇▇▇▇ (SA), Labour Hire Licensing ▇▇▇ ▇▇▇▇ (VIC) or similar legislation in such other jurisdictions as the Services may be provided, and is responsible for the satisfaction of, and compliance with, the terms or conditions of any such approval; (d) the Company will have the full benefit of any manufacturer’s warranties that may be applicable to the Goods or any part of the Goods; (e) the Goods will be of merchantable quality and free from defects in design, manufacture and assembly; (f) the Goods, Rental Items and Services will be fit for any particular purpose which the Company has made known (whether expressly or by implication) to the Supplier and will be fit also for the purpose for which Goods, Rental Items and/or Services of a similar nature are commonly supplied; (g) the Goods, Rental Items and/or Services will comply with all laws (including statues, the common law and equity) in force in the jurisdiction in which they are supplied and with all relevant standards issued by Standards Australia; (h) the Services performed by the Supplier will be performed in accordance with the Specifications and the terms and conditions described in the Purchase Order and in accordance with the standards of a reasonable and prudent provider of those Services; (i) the Services performed by the Supplier will be performed using due skill, care and diligence, in a safe and competent manner and using qualified Supplier Personnel and equipment and materials of merchantable quality and fit for their use or intended use; (j) Supplier Personnel who are involved in the performance of the Services and/or the supply of the Goods and/or Rental Items are competent and have the appropriate qualifications, job skills and training and hold and will maintain all required licences, permits and authorities; and (k) the Services will be performed in a timely manner and in accordance with the timeframes specified in the Special Conditions (if any), in which case time shall be of the essence. 9.2 Subject to clause 9.4, the Supplier will be required to repair or replace any Goods or Rental Items, or re-perform any Services, which do not conform to any warranty, upon receipt of notice from the Company. 9.3 Where the Supplier repairs or replaces any Goods or Rental Items or re-performs any Services pursuant to any warranty, the Supplier shall bear all the costs occasioned thereby including the removal and transportation costs of the Goods and/or Rental Items from and return to the Company’s premises, labour costs and the costs of replacing or providing new parts for the Goods and/or Rental Items. 9.4 If any defect attributable to the design (other than a design provided by the Company), workmanship or operating characteristics of the Goods arises at any time up to the later of 30 months from the date the Goods are delivered or supplied, the Supplier must at its own expense and as soon as practicable after receiving notice from the Company, make such alterations, repairs and replacements to the Goods, as necessary to correct the defective design, workmanship or operating characteristics. 9.5 If the Supplier fails to comply with the requirements of clauses 9.2, 9.3 and/or 9.4, the Company may have the deficiency rectified by third parties and recover the reasonable costs of doing so from the Supplier. 9.6 Where the Supplier obtains any warranties or guarantees not specified in these terms and conditions, the Supplier must ensure that it assigns to the Company the benefit of such warranties or guarantees.
Representations & Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement. 14.2 The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party: 14.2.1 will not result in a breach of any other Agreement to which it is a party; and 14.2.2 will not, to the best of its knowledge and belief, infringe the rights of any third party; and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for third party claims on such a basis.