Warranties and Certain Covenants Sample Clauses
The "Warranties and Certain Covenants" clause sets out the specific promises and assurances made by one or both parties regarding the truthfulness of statements and the fulfillment of certain obligations. Typically, this clause details what each party guarantees about their authority, the condition of goods or services, or compliance with laws, and may also require ongoing actions or forbearances, such as maintaining insurance or not engaging in prohibited activities. Its core function is to allocate risk and establish clear expectations, providing remedies if the warranties or covenants are breached.
Warranties and Certain Covenants. 20.1 The warranties set forth below are in addition to any warranties set forth in an applicable Order or elsewhere in this Agreement:
20.2 Each Party warrants that: (a) it is a corporation or other entity duly incorporated or organized, validly existing, and in good standing under the Laws of the state of incorporation or organization; (b) it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement has been duly authorized by such Party; and (d) no approval, authorization or consent of any court or any government or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement.
20.3 Unless a longer period is specified in an applicable Order, Supplier warrants that the Software and Hardware will operate in substantial conformance with its Documentation for a period of thirty-six (36) months after the Software or Hardware, as the case may be, is accepted by VWLLC in accordance with applicable Order. If a particular Software or Hardware product is being licensed or purchased for multiple sites, the warranty period for the Software or Hardware at the sites or business units shall expire thirty-six (36) months after the Software or Hardware product is accepted by VWLLC for each particular site or business unit. Supplier agrees to correct any Error of which it receives notice during the warranty period. VWLLC shall provide Supplier with written notice that an Error exists, and Supplier shall have a reasonable period of time, based on the severity of the Error, at Supplier’s sole cost and expense, to correct the Software.
20.4 Supplier warrants that the Software, and the Hardware and the Services requiring programming or software products, do not contain any disabling devices that would allow Supplier to terminate operation of the Software or the Hardware. Supplier further waterrrants that the Software will be free from any Virus at the time of delivery and has undergone a commercially reasonable quality assurance procedure to ensure that there are no Viruses and contain no embedded devices or codes (e.g. time bombs) that will obstruct or prevent VWLLC's use of the Software or Hardware. Supplier further warrants that the Software, and the Hardware and the Services requiring programming or software products, do not contain any devices that would prohibit VWLLC from accessing...
Warranties and Certain Covenants. By Newco Newco hereby warrants to ▇▇▇▇▇ Systems that:
Warranties and Certain Covenants a. Supplier warrants and covenants that all Goods and Services delivered: (i) do and will conform with the Buyer order and all specifications; (ii) are and will be free from defects in materials, workmanship and design; (iii) are and will be free from liens, restrictions, reservations, security interests or encumbrances; (iv) are and will be suitable for, and perform in accordance with, the particular purposes (A) for which they were purchased by Buyer and (B) for which they were designed, manufactured or constructed; (v) do and will, to the extent the Goods will be or are used in combination with other Buyer software, hardware or firmware, property interoperate with Buyer’s software, hardware or firmware; and (vi) with respect to Services only, will be provided by individuals who have the expertise, skills, training, and professional education to perform the Services in a professional manner.
b. Supplier will, at Buyer’s request and without additional expense to Buyer, promptly correct defects or replace non-conforming Goods or Services, at Buyer’s sole discretion. If Supplier does not promptly correct defects or replace non-conforming Goods or Services when so requested, Buyer, after written notice to Supplier, may make corrections or replace Goods and Services and charge Supplier for the cost incurred.
c. Supplier warrants that neither the Goods nor Services, nor Buyer’s use of the Goods or Services, will constitute an infringement of any patent, copyright, trademark, service mark, intellectual property right, or the misappropriation of any trade secret or the violation of a right of publicity or a nondisclosure obligation.
d. Supplier warrants that the Goods and Services requiring the use of any software or data provided on a network or stand-alone desktop computer will not contain any software viruses or other malicious computer instructions, devices or techniques that can or were designed to threaten, infect, damage, disable, or shut down a computer system or any component of a computer system, including its security or user data. At Buyer’s request, Supplier will provide a master copy of any software necessary to operate the Goods or Services in object code format for comparison and correction.
Warranties and Certain Covenants. 10.1 By ▇▇▇▇▇ Systems................................................. 47 10.2 By Cambridge Technology.......................................... 47 10.3 By Each Party.................................................... 48 10.4
Warranties and Certain Covenants. (a) Each Party warrants and represents to the other Party that it has the full right and authority to enter into this Agreement and that it is not aware of any impediment which would inhibit its ability to perform its obligations hereunder.
(b) Idera warrants and covenants to AbbVie that it will (i) Manufacture the Idera Compound in accordance with the requirements set forth in this Agreement, Supply Addendum, current GMPs, and all Applicable Laws and regulations, including laws relating to drugs intended for investigational use in humans, (ii) at AbbVie’s request, provide AbbVie with reasonable documentation evidencing the foregoing, as well as all related documentation as needed to support US and international regulatory submissions to any Regulatory Authority and to respond to queries raised during any Regulatory Authority inspections, and (iii) promptly inform AbbVie of any relevant safety information related to the Idera Compound that would impact patient safety or the conduct of the Study.
(c) AbbVie warrants and covenants to Idera that it will (i) Manufacture the AbbVie Compounds in accordance with the requirements set forth in this Agreement current GMPs, and all Applicable Laws, and regulations, including laws relating to drugs intended for investigational use in humans, and (ii) promptly inform Idera of any relevant safety information related to an AbbVie Compound that would impact patient safety or the conduct of the Study.
(d) AbbVie warrants and covenants to Idera that it shall store, use, and distribute the Idera Compound in accordance with all Applicable Laws and the requirements set forth in this Agreement and the Supply Addendum.
(e) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR NON-MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, ARE MADE OR GIVEN BY OR ON BEHALF OF A PARTY. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED.
Warranties and Certain Covenants. Supplier warrants and covenants that all Goods and Services delivered: (i) do and will conform with this PO and all specifications; (ii) are and will be free from defects in materials, workmanship and design; (iii) are and will be free from liens, restrictions, reservations, security interests or encumbrances; (iv) are and will be suitable for, and perform in accordance with, the particular purposes for which they were purchased by OneWeb and for which they were designed, manufactured or constructed; (v) with respect to Services only, they will be provided by individuals with the expertise, skills, training and professional education to perform the Services in a professional and workmanlike manner; and
Warranties and Certain Covenants