WARRANTIES AND REPRESENTATION Sample Clauses
The Warranties and Representation clause defines the assurances and factual statements each party makes regarding their authority, capacity, and the accuracy of information provided in the agreement. In practice, this clause typically requires parties to confirm that they have the legal right to enter into the contract, that all information they have supplied is true and complete, and that they are not aware of any issues that would prevent fulfillment of their obligations. Its core function is to allocate risk by holding parties accountable for the truthfulness of their statements and to provide a basis for remedies if any representations prove to be false or misleading.
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WARRANTIES AND REPRESENTATION. This Agreement, including attachments, contains the entire agreement between the parties hereto and no agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.
WARRANTIES AND REPRESENTATION. Goods or equipment delivered and/or services rendered hereunder must be made according to the terms of this Agreement both as to time and quantities, with County reserving the right to cancel, reject or refuse any delivery made and/or service rendered prior to or subsequent to the times specified. In the event no quality is specified on the face hereof, the goods or equipment delivered and/or services rendered hereunder must be of the best quality. If delivery of goods or equipment and/or rendering of services cannot be maintained, Contractor must notify County immediately. Upon Contractor’s failure to maintain delivery or otherwise perform hereunder, County reserves the right to procure such goods or equipment and/or services elsewhere, in whole or in part, and assess Contractor with any additional costs incurred, unless Contractor’s default arises from causes beyond its control and without fault or negligence. This remedy is in addition to any other remedy which County may have pursuant to this Agreement or otherwise and/or any warranty that may be implied or imposed by operation of law.
WARRANTIES AND REPRESENTATION. 7.1 The parties hereto warrant and represent that they have full capacity and authority and all necessary consents to enter into and perform this Agreement and that this Agreement is executed by their respective duly authorised representatives.
WARRANTIES AND REPRESENTATION. 34.1 Neither of the Parties will be bound by any express or implied term, representation, warranty, promise or the like, not recorded herein.
WARRANTIES AND REPRESENTATION. Upon the signing of this Contract for Services, the Contractor warrants and represents that it is either a nonprofit organization exempt from federal income taxation under section 501 (c)(3) of the Internal Revenue Code, as amended, or it is exempt from federal taxation under section 115 of the Internal Revenue Code as a governmental entity. If at any time during the contract period the Contractor's exempt status changes, the Contract for Services shall immediately be terminated. The Contractor attests that it is a non-profit entity and/or a municipality that is fully incorporated in the State of Georgia.
WARRANTIES AND REPRESENTATION. Contractor hereby makes customary representations and warranties as to the originality of the Work(s), that the Work(s) violates no rights of any third party, that there will be no liens or encumbrances on the Work(s), and that the Producer will be free to use the Work(s) in the Motion Picture and the exploitation thereof.
WARRANTIES AND REPRESENTATION. Subrecipient represents and warrants that it: (a) does not have an outstanding city lien or tax lien; (b) is not a party to a lawsuit against the City;
WARRANTIES AND REPRESENTATION. 3.1 CDT Oxford hereby represents and warrants to Licensee that:
(a) it is the sole and exclusive owner of the CDT Oxford Patents;
(b) it is the joint owner of the CDT Oxford Jointly Owned Intellectual Property;
(c) it has been granted an exclusive license from the University of Oxford, Isis Innovations and the University of St ▇▇▇▇▇▇▇, with the right to sublicense to any third party in the field of light emitting materials and devices, under CDT Oxford Licensed Patents and it is specifically authorized to licence the manufacture, use and sale of Products in any and all countries of the world.
3.2 Should Licensee become aware that the exercise by Licensee of any of the rights granted to it under clause 2.1 above may amount to infringement of a patent owned by a third party, or should the exercise by Licensee of any of the rights granted to it under clause 2.1 above give rise to a claim for infringement of any patent owned by a third party, Licensee shall inform CDT Oxford of such claim and both parties will discuss how to defend such claim. CDT Oxford agrees to provide Licensee with such reasonable assistance as is reasonably necessary to enable Licensee to defend such claim. CDT Oxford’s assistance under this clause 3.2 shall be within CDT Oxford’s capacity then available to CDT Oxford and shall be subject to the payment of compensation (limited to fees and actual costs incurred by CDT Oxford in connection with providing such assistance) by Licensee to CDT Oxford. Notwithstanding the above, CDT Oxford shall provide Licensee with such technical information then available to it that is reasonably necessary for the purpose of Licensee’s defending itself.
3.3 CDT Oxford does not give and nothing contained in this Agreement shall be construed as:
(a) a warranty or representation by it that any patent applications licensed hereunder will proceed to grant;
(b) a warranty or representation by CDT Oxford as to the volume or quality of Products which may be manufactured through the use of the CDT Oxford Background Dendrimer Intellectual Property or the CDT Oxford Jointly Owned Intellectual Property;
(c) conferring by implication, estoppel or otherwise, upon the Licensee or any other Affiliate, any licence or other right under any patent rights or other intellectual property except for the licenses and rights expressly granted hereunder;
(d) a representation or warranty as to the efficacy or usefulness of the CDT Oxford Background Dendrimer Intellectual Property or t...
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WARRANTIES AND REPRESENTATION. The Tenant acknowledges and declares that no promise representation warranty or undertaking has been given by or on behalf of the Landlord in respect of the suitability of the Demised Premises or the Mall for any business to be carried on therein or to the fittings finishes facilities and amenities of the Demised Premises or the Mall or as to other business to be carried on in the Mall otherwise than in this Agreement contained.