Warranties by the Customer Clause Samples

Warranties by the Customer. 9.1 The Customer warrants that it: a) has product safety and product recall procedures in place which conform with the requirements of all Laws and the recommendations of the Australian; and New Zealand Food Authority; b) will not make any unauthorised use of or any claim to, intellectual or industrial property which pertains to the Goods and/or Services, or is the property of or has been developed by the Supplier; property which pertains to the Goods and/or Services, or is the property of or has been developed by the Supplier; c) and will handle and store Goods at all times as directed by the Supplier or in the absence of such direction, in accordance with prevailing industry standards or procure them to be so.
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Warranties by the Customer. 2.1 Unless otherwise requested by the Customer, the Customer agrees and acknowledges that it is the Customer’s responsibility to ensure that the Records are packed for collection by the Customer. Any assistance by the Company to pack the Records shall be under the supervision of the Customer and where such assistance is requested the Company shall not be held liable for any loss and / or damage incurred from any such assistance. For avoidance of doubt, the Customer remains solely responsible for any and / or all content(s) and content management of any and / or all of the Records packed. 2.2 The Customer shall, at all times ensure that it observes all security measures as may be prescribed by the Company in relation to the Records to be deposited and stored at the Centre. The Customer shall register its Authorized Signatory(s) with the Company and provide a specimen of the signatures of such authorized persons entitled to track, access or to receive any and / or all Records from the Centre. For avoidance of doubt, it is the Customer’s sole responsibility to update and notify the Company of any new and / or changes on their Authorized Signatory(s). The Company shall not be held responsible for any False Requests under any circumstances. 2.3 Security and control of user ID’s and passwords for usage of the Company’s Web-Based User Access Page is the sole responsibility of the Customer. In the event the Customer discovers and / or believes that the Authorized Signatory(s) and / or access to the Customer’s account has been compromised, it shall immediately notify the Company. Upon the Company’s receipt of such notification, the Customer agrees that the Company has the sole discretion to immediately suspend the Services until there is a new Authorized Signature(s) in place and / or access to the Customer’s account has been resolved. For avoidance of doubt, any unauthorised use of the Customers’ account which causes any security breaches and / or activity which incurs any costs and / or damages will be borne by the Customer.
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Warranties by the Customer. 10.1 The Customer warrants that it: a) has product safety and product recall procedures in place which conform with the requirements of all Laws and the recommendations of the Australian and New Zealand Food Authority; b) will not make any unauthorised use of or any claim to, intellectual or industrial property which pertains to the Goods or is the property of the Suppliers: c) will handle and store Goods at all times as directed by the Suppliers or in the absence of such direction, in accordance with prevailing industry standards or procure them to be so; d) will handle and store Containers safely, with due care, and in accordance with occupational or public health and safety requirements.
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Warranties by the Customer. 5.1 The Customer confirms and warrants it has been given adequate opportunity to inspect, familiarise itself with, and arrange for the testing of the Equipment. 5.2 The Customer further acknowledges and agrees that in acquiring the Equipment it has been fully informed of the age and characteristics of the Equipment and advised about where the procedures and rules relating to the use, operation and maintenance of the Equipment can be found. 5.3 The Customer warrants that it possesses all necessary skill and expertise required to enable it to use, operate and maintain the Equipment safely and in accordance with all applicable laws, regulations and codes of practice from time to time in force. 5.4 Without prejudice to the terms and conditions of any connection agreement (providing for a connection of the Consumer’s Installation to the distribution network) entered into between the Customer and Northern Powergrid, the Customer warrants that it will with effect from the Sale Completion Date use, operate and maintain the Equipment in accordance with all applicable laws, regulations and codes of practice from time to time in force.
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Warranties by the Customer. The Customer warrants that it: (a) has product safety and product recall procedures in place which conform with the requirements of all common law and the laws of the Australian Commonwealth, State or Territory laws and the recommendations of the Australian and New Zealand Food Authority; (b) will not make any unauthorised use of or any claim to, intellectual or industrial property which pertains to the Goods or is the property of the Supplier;
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Warranties by the Customer. 3.1. The Customer hereby represents and warrants that: a) they have full and exclusive legal and beneficial title to the Goods or is the authorised agent of the person with such title; b) they are authorised to accept and is accepting these terms and conditions not only for themselves but also as agent for and on behalf of the owner; c) they are competent and have all necessary knowledge of the matters affecting the conduct of business insofar as relevant to the carriage of the Goods, including contractual and other obligations and need for insurance; d) all marks, weights, numbers, brands, contents, descriptions, values and other particulars or information given to The Shipper Ltd with respect to the Goods are accurate and complete; e) the Goods are fit to be carried and stored in the condition and packaging in which they are tendered to The Shipper Ltd (or in accordance the Customer’s instructions, if the Goods are tendered with instructions that The Shipper Ltd arrange packaging); f) the Customer and the owner have complied with all applicable laws and obligations and have obtained all necessary consents and authorizations in respect of the Goods and the handling, packaging and carriage of the goods. g) that the person or individual completing the order on behalf of the customer warrants and affirms that such person has the full authority to enter into the contract on behalf of the customer and that, where applicable, the customer expressly authorises The Shipper Ltd to act in accordance with requests made on behalf of the customer by its representative and the customer further indemnifies The Shipper Ltd from and against all claims and expenses or other liability arising out of its acting in good faith in accordance with the arrangements made on behalf of the customer by such person or individual as the case may be. The Customer hereby indemnifies The Shipper Ltd on demand against all claims, losses, costs and expenses, penalties and fines, or any other liability arising in consequence of a breach of any warranty or representation set out in clause.
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Warranties by the Customer. The Customer warrants: (a) that it is the owner of the Goods or otherwise has the authority of the owner or person having an interest in the Goods or any part thereof to sign the Company’s Letter of Instruction or other contractual document and consign the goods upon and subject to these conditions. Without prejudice to the foregoing warranty, the Customer undertakes to indemnify the Company in respect of any liability whatsoever or howsoever caused in respect of the Goods to any person who claims to have, has or may acquire an interest in the Goods or any part thereof. (b) that the person releasing or delivering the Goods to the Company is authorised to sign the Company’s Letter of Instruction or other contractual document and accept these conditions on the Customer’s behalf . (c) the adequacy of packing and suitability of the Goods for the Services contracted and accuracy of all markings and brandings of the Goods, descriptions, values and other particulars furnished to the Company for the carriage, customs, consular and any other purposes and undertakes to indemnify the Company against all loss, damage, expenses and fines arising from any inadequacy, unsuitability, inaccuracy or omission in this respect. (d) that the performance of any Service provided or arranged by the Company to effect the instructions of the Customer in respect of the Goods shall not be in breach of any law.
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Warranties by the Customer. (a) The Customer represents and warrants to ElectraNet that: (i) the Customer is the legal and beneficial owner of, or is entitled to use (or will on creation own or be entitled to use); and (ii) is entitled to licence to ElectraNet and the ElectraNet Group in accordance with clause 12.2(b), (b) The Customer represents and warrants to ElectraNet that it is able to assign the Intellectual Property Rights in all Contract IP Materials pursuant to clause 12.3.
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Warranties by the Customer 
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Related to Warranties by the Customer

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Breach of Representations and Warranties by the Company If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

  • Representations and warranties of the Contractor The Contractor represents and warrants to the Authority that: (a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (f) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (i) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement; (j) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (l) all information provided by the {selected bidder/ members of the Consortium} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and (m) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of the Contractor.

  • Representations and Warranties by the Parties A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner’s property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. B. Each Partner that is not an individual represents and warrants to each other Partner that (i) its execution and delivery of this Agreement and all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action, including without limitation, that of its general partner(s), member(s), committee(s), trustee(s), beneficiaries, directors and/or stockholder(s), as the case may be, as required, (ii) the consummation of such transactions shall not result in a breach or violation of, or a default under, its certificate of limited partnership, partnership agreement, trust agreement, limited liability company operating agreement, charter or bylaws, as the case may be, any agreement by which such Partner or any of such Partner’s properties or any of its partners, members, beneficiaries, trustees or stockholders, as the case may be, is or are bound, or any statute, regulation, order or other law to which such Partner or any of its partners, members, trustees, beneficiaries or stockholders, as the case may be, is or are subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. C. Each Partner represents, warrants, and agrees that it has acquired and continues to hold its interest in the Partnership for its own account for investment only and not for the purpose of, or with a view toward, the resale or distribution of all or any part thereof, nor with a view toward selling or otherwise distributing such interest or any part thereof at any particular time or under any predetermined circumstances. Each Partner further represents and warrants that it is a sophisticated investor, able and accustomed to handling sophisticated financial matters for itself, particularly real estate investments, and that it has a sufficiently high net worth that it does not anticipate a need for the funds it has invested in the Partnership in what it understands to be a highly speculative and illiquid investment. Each Partner represents, warrants and agrees that such Partner is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). D. Each Partner acknowledges that (i) the Partnership Units (and any REIT Shares that might be exchanged therefor) have not been registered under the Securities Act and may not be transferred unless they are subsequently registered under the Securities Act or an exemption from such registration is available (it being understood that the Partnership has no intention of so registering the Partnership Units), (ii) a restrictive legend in the form set forth in Exhibit D shall be placed on the certificates representing the Partnership Units, and (iii) a notation shall be made in the appropriate records of the Partnership indicating that the Partnership Units are subject to restrictions on transfer. E. Each Limited Partner further represents, warrants, covenants and agrees as follows: (1) Except as provided in Exhibit E, at any time such Partner actually or Constructively Owns a 25% or greater capital interest or profits interest in the Partnership, it does not and will not, without the prior written consent of the General Partner, actually own or Constructively Own (a) with respect to any Tenant that is a corporation, any stock of such Tenant, and (b) with respect to any Tenant that is not a corporation, any interests in either the assets or net profits of such Tenant. (2) Except as provided in Exhibit F, at any time such Partner actually or Constructively Owns a 25% or greater capital interest or profits interest in the Partnership, it does not, and agrees that it will not without the prior written consent of the General Partner, actually own or Constructively Own, any stock in the General Partner, other than any REIT Shares or other shares of capital stock of the General Partner such Partner may acquire (a) as a result of an exchange of Tendered Units pursuant to Section 8.6 or (b) upon the exercise of options granted or delivery of REIT Shares pursuant to any Stock Plan, in each case subject to the ownership limitations set forth in the General Partner’s Charter. (3) Upon request of the General Partner, it will disclose to the General Partner the amount of REIT Shares or other shares of capital stock of the General Partner, or shares of capital stock or other interests in Tenants, that it actually owns or Constructively Owns. (4) It understands that if, for any reason, (a) the representations, warranties or agreements set forth in E(1) or (2) above are violated, or (b) the Partnership’s actual or Constructive Ownership of REIT Shares or other shares of capital stock of the General Partner violates the limitations set forth in the Charter, then (x) some or all of the Redemption rights of the Partners may become non-exercisable, and (y) some or all of the REIT Shares owned by the Partners may be automatically transferred to a trust for the benefit of a charitable beneficiary, as provided in the Charter. (5) Without the consent of the General Partner, which may be given or withheld in its sole discretion, no Partner shall take any action that would cause (i) the Partnership at any time to have more than 100 partners, including as partners (“flow through partners”) those persons indirectly owning an interest in the Partnership through a partnership, limited liability company, S corporation or grantor trust (such entity, a “flow through entity”), but only if substantially all of the value of such person’s interest in the flow through entity is attributable to the flow through entity’s interest (direct or indirect) in the Partnership; or (ii) the Partnership Interest initially issued to such Partner or its predecessors to be held by more than seven (7) partners, including as partners any flow through partners. F. The representations and warranties contained in this Section 3.4 shall survive the execution and delivery of this Agreement by each Partner and the dissolution and winding-up of the Partnership. G. Each Partner hereby acknowledges that no representations as to potential profit, cash flows, funds from operations or yield, if any, in respect of the Partnership or the General Partner have been made by any Partner or any employee or representative or Affiliate of any Partner, and that projections and any other information, including, without limitation, financial and descriptive information and documentation, which may have been in any manner submitted to such Partner shall not constitute any representation or warranty of any kind or nature, express or implied.

  • REPRESENTATIONS BY THE COMPANY The Company represents and warrants to the Subscriber that: