Warranties and Conditions Sample Clauses

Warranties and Conditions. Section 3.01 Account A, American Fidelity and the Fund, as appropriate, make the following representations and warranties, which shall survive the Closing Date and bind their respective successors and assigns, including Continuing Account A: (a) There are no suits, actions or proceedings pending or threatened against any party to this Agreement which, to its knowledge, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out its obligations hereunder; (b) There are no investigations or administrative proceedings by the Commission or by any insurance or securities regulatory body of any state, territory or the District of Columbia pending against any party to this Agreement which, to its knowledge, would lead to any suit, action or proceeding that would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out its obligations hereunder; (c) Should any party to this Agreement become aware, prior to the Effective Time, of any suit, action or proceeding, of the types described in paragraph (a) or (b) above, instituted or commenced against it, it shall immediately notify and advise all other parties to this Agreement; (d) Immediately prior to the Effective Time, American Fidelity, on behalf of Account A, shall have valid and unencumbered title to the portfolio assets of Account A, except with respect to those assets for which payment has not yet been made; (e) Each party shall make available all information concerning itself which may be required in any application, registration statement or other filing with a governmental body to be made by the Fund, American Fidelity or Account A, or any or all of them, in connection with any of the transactions contemplated by this Agreement and shall join in all such applications or filings, subject to reasonable approval of their counsel. Each party represents and warrants that all of such information so furnished shall be correct in all material respects and that it shall not omit any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (f) Other than with respect to contracts entered into in connection with the portfolio management of Account A which shall terminate on or prior to the Closing Date, no party is currently engaged, and the execution, delivery and performance of this Agreement by each party will not resul...

Warranties and Conditions. 15.1 The parties agree that the terms of this agreement will apply to all LPG supplied by us to you in the future, and such goods supplied will be described as inventory and are subject to a security interest in our favour. 15.2 To the extent that our provision of the Rockgas equipment to you is a ‘lease for a term of more than one year’, you acknowledge that this is deemed to create a security interest in our favour in the Rockgas equipment under the PPSA. 15.3 Nothing contained in sections 114(1)(a), 120(2), 121, 125, 126, 127, 129, 131, 133 or 134 of the PPSA applies to this agreement. Your rights as ‘debtor’ contained in: i) section 116, being a right to receive a statement of account; ii) section 120(2), being a right to receive notice of a secured party’s proposal to retain collateral; iii) section 121, being a right to object to a secured party’s proposal to retain collateral; 16.1 Except as set out below, nothing in this agreement in any way limits your rights under the Consumer Guarantees Act (CGA). To the maximum extent permitted by the CGA, and notwithstanding any other term of this agreement, it is agreed that the provisions of the CGA will not apply, and we each agree to contract out of the provisions of the CGA, where the following conditions apply: a) the goods and/or services (as applicable) covered by this agreement are, or (in connection only with the guarantee of acceptable quality in section 7A of the CGA, the gas or electricity) is, both supplied and acquired in trade; and b) each of us is in trade. 1. If you are purchasing LPG from us for the purposes of a business, you acknowledge that you have made your own enquiries as to the suitability of the LPG we are supplying to you for all your purposes. iv) section 125, being a right to not have goods damaged when a secured party removes an accession; v) section 126, being a right not be reimbursed for damage caused when a secured party removes an accession; vi) section 127, being a right to refuse permission to remove an accession; vii) section 129, being a right to receive notice of the removal of an accession; and viii) section 131, being a right to apply to the court for an order concerning the removal of an accession, do not apply to the security interests granted to Rockgas under this agreement. 15.4 You waive your right to receive a copy of a verification statement confirming the registration of a financing statement or a financing change statement relating to any security interest c...

Warranties and Conditions. Except as set out below, nothing in this agreement in any way limits your rights under the Consumer Guarantees Act (CGA). To the maximum extent permitted by the CGA, and notwithstanding any other term of this agreement, it is agreed that the provisions of the CGA will not apply, and we each agree to contract out of the provisions of the CGA, where the following conditions apply:

Warranties and Conditions. The terms of this agreement do not limit any rights you may have under the Consumer Guarantees Act 1993. However, if you are purchasing LPG from us for the purposes of a business, you agree that the provisions of the Consumer Guarantees Act 1993 will not apply to this agreement, and we exclude all other warranties that would otherwise be implied by operation of law. In particular, you acknowledge that you have made your own enquiries as to the suitability of the LPG we are supplying to you for all your purposes and you do not rely on our skill and judgement as to the suitability of the LPG for such purposes.

Warranties and Conditions. 5.1 Neither PPS make any representations about the suitability of the Software for any purpose. The Software is provided by PPS on an “as is” basis and the implied warranties of merchantability and fitness for a particular purpose are excluded. In no event shall PPS be liable for any direct or indirect loss or consequential damages however caused arising in any way out of the use of the Software. 5.2 Without limiting the generality of clause 5.1 PPS shall not be liable to you or any other party in any manner whatsoever whether direct or indirect arising out of your connection to the Internet, the suspension of your access to the Software due to late payment, breach of duty or negligence of PPS, your acts or defaults in relation to errors in content or information, or any fault or malfunction in access to the Software due to the systems or services of any third party utilised by either PPS or you. 5.3 To the fullest extent permitted by law PPS’s liability for any loss or damage which you may sustain arising out of your use of the Software is limited to the amount paid by you to PPS for access for a period of one month to the Software. 5.4 These Terms and Conditions shall be governed by English Law.

Warranties and Conditions. Fund D, Minnesota Mutual Life and the Series Fund as appropriate, make the following representations and warranties, which shall survive the Closing Date:

Warranties and Conditions. 9.1 The company’s liability for a breach of any condition or warranty which may be implied by Division 2 of Part V of the Trade Practices Act 1974 (Cth) other than a condition or warranty implied by Section 69 of the Act, is limited to the extent allowed by Section 68A of the Act. the company shall elect which of the remedies therein mentioned applies and without limiting, effecting or excluding the full extent of Section 68A of the Act, the company gives the following express warranty: (a) Where the goods and/or accessories are manufactured by the company, the company will replace, as the company sees fit, any defective part or item which manifests itself within a period of 6 months, provided that: (i) The defect is due to bad materials or workmanship (ii) Notice of the defect is given to the company within 7 days of discovering the defect. (iii) The defect is not as a result of ordinary wear and tear, neglect, misuse, or accident by the purchaser or excessive deterioration due to corrosion (iv) The purchaser shall not have modified or have carried out any repairs to the goods or accessories without having first obtained the company’s written consent. (b) Where the goods and/or accessories are not manufactured by the company the company will repair at our cost (labor component) the machine within the period of 3 months. 9.2 Subject to clause 10.2 hereof, no guarantee, warranty, condition of term is given or implied by this contact and all guarantees, warranties, conditions and terms whatsoever including those as to state, quality or fitness for any particular purpose express or implied by statute, common law or otherwise are expressly excluded to the maximum extent permissible by law. 9.3 The company shall not under any circumstances whatsoever, including circumstances which would, but for these conditions, constitute a fundamental breach of this contract, or the breach of a fundamental term of this contract, be liable to the purchaser in respect of the goods, services and accessories the subject of the contract, whether in contract or in tort or otherwise and the purchaser shall indemnify and hold the company harmless against any claim made against the company in respect of loss and damage to any person or property arising from or in connection with the goods, services and/or accessories howsoever caused and whether or not such loss and damage was caused by the negligence or wilful act or default of the company, its servants or agents or any malfunctioni...

Warranties and Conditions. 1. Warranties. IMT warrants to Customer that: (a) the IMT Solutions shall operate and be available as described in their applicable Documentation; and (b) the Services shall be performed in accordance with applicable industry standards. IMT does not warrant that the IMT Solutions meet Customer's requirements, operate without interruption or are error free. Customers sole remedy and IMT's only liability with for breach of a warranty contained in Section shall be, with respect to the IMT Solutions, to repair or replace the IMT Solution to bring it into compliance with its applicable warranty, and, with respect to any professional Services performed as part of the Services, to re-perform the professional services to bring them in compliance with the applicable warranty; provided, however, that Customer shall give notice to IMT within one (1) business day after discovering any warranty breach and during normal business hours. In addition, IMT warrants to Customer that as of the date and in the form delivered hereunder and when used in the manner authorized by each License and as described in the applicable Documentation, neither the object code nor the source code contained in the IMT Solutions shall infringe or violate, under the laws of any Berne Convention signatory-nation, either the copyright rights, trademark rights or trade secret rights of any third party or the rights of any third party under any United States patent issued as of the Master Effective Date (the "Non-Infringement Warranty").2.

Warranties and Conditions. 3.1 The Executive warrants that: 3.1.1 all information provided to the Company by or on behalf of the Executive during the recruitment process is true, complete and not misleading; 3.1.2 the Executive will not use or disclose to any person associated with the Company any confidential information belonging to any former employer or any other person; 3.1.3 the Executive is entitled to work in the United Kingdom without any additional approvals; and 3.1.4 the Executive is not prevented by the terms of any agreement or court order from commencing employment with the Company on the Commencement Date and that there are no express or implied terms of any contract with (or other obligation to) any third party that could prevent or hinder the performance of the Executive’s duties to any Group Company. 3.2 It is a condition of this employment that the Executive has and maintains during the course of this employment, valid United Kingdom immigration permission which permits the Executive to be employed by the Company. The Executive must notify the Company immediately if at any time the Executive does not meet this condition. The Executive must produce to the Company for inspection the documents proving this right to the Company’s satisfaction upon the Commencement Date and otherwise upon request. In addition, the Executive shall maintain ability to be on extended business trips to and in the United States. 3.3 The Executive’s employment under this Agreement is conditional upon the Executive having produced to the Company for inspection original documents proving the Executive’s right to work lawfully in the United Kingdom. 3.4 If the Executive is in breach of any of the warranties or fails to satisfy any of the conditions set out in this clause 3 then the Company shall be entitled to terminate the Executive’s employment summarily.