Tenant Representation and Warranty. Tenant hereby represents and warrants to Landlord that # neither Tenant nor any of its legal predecessors has been required by any prior landlord, lender or Governmental Authority at any time to take remedial action in connection with Hazardous Materials contaminating a property which contamination was permitted by Tenant of such predecessor or resulted from Tenant’s or such predecessor’s action or use of the property in question, and # Tenant is not subject to any enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority). If Landlord determines that this representation and warranty was not true as of the date of this lease, Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion.

Representation or Warranty. Any representation or warranty by the Company made or deemed made herein, in any Loan Document, or which is contained in any certificate, document or financial or other statement by the Company, or its Responsible Officers, furnished at any time under this Agreement, or in or under any Loan Document, shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or

Representation or Warranty. Any representation or warranty made by or on behalf of [[Organization A:Organization]] to the [[Organization B:Organization]] or the Agent under or in connection with this Agreement or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date as of which made.

Representation and Warranty. Executive represents and warrants to the Company that he is not subject to any non-competition provision of any other agreement or obligation restricting his ability fully to act hereunder. Executive hereby indemnifies and holds the Company harmless against any losses, claims, expenses (including attorneys’ fees), damages or liabilities incurred by the Company as a result of a breach of the foregoing representation and warranty.

The Company makes no representation or warranty as to the future market value of any Shares or Optioned Shares.

Representation and Warranty Insurance. The Buyer intends to bind a buy-side representation and warranty insurance policy for the benefit of the Buyer Indemnified Parties, against the inaccuracies in or breach of the warranties and representations made by the Sellers (the “Representation and Warranty Insurance Policy”). The cost of the Representation and Warranty Insurance Policy (including all premiums and excess lines taxes payable in connection therewith and any fees or expenses incurred by any insurance broker or underwriting insurance company in connection therewith) shall be borne by the Buyer. The Buyer shall use commercially reasonable efforts to cause any Representation and Warranty Insurance Policy to contain a waiver of subrogation clause pursuant to which the insurer expressly waives any subrogation rights or any other claims against the Sellers (or any Affiliate thereof) in connection with any claim made by any Buyer Indemnified Party thereunder (except to the extent that a written statement or other admission under oath or guilty plea or plea of no contest by the Sellers, or a finding of fact, judgment or other ruling in any proceeding, establishes that the Sellers committed Fraud (subject to the following proviso, below) with respect to the warranties and representations contained herein or in the Seller Closing Certificate), and the Buyer shall not, without the prior written consent of Sellers, waive of any such subrogation clause or amend, modify or delete of any such subrogation clause in any manner that is adverse to Sellers; provided, that for purposes only of the subrogation provisions in the Representation and Warranty Insurance Policy (including any subrogation claim against Sellers in respect of Fraud that is brought by the insurers under the Representation and Warranty Insurance Policy), the phrase in the definition of “Fraud” herein that states “any person identified in the definition of ‘Knowledge of the Sellers’ or ‘Knowledge of the Buyer’, as applicable, had actual knowledge” shall be replaced with “any Seller or any Buyer, as applicable, had actual knowledge.” The coverages provided under the Representation and Warranty Insurance Policy have been made at the sole election, determination and discretion of the Buyer on its behalf and on behalf of the Buyer Indemnified Parties, at their own risk, and the Seller shall have no obligation or liability with respect thereto, including with respect to any adequacy of coverage.

Representation and Warranty of Understanding. By signing below, Executive represents and warrants that he: # has carefully read and understands the terms of this Agreement; # is entering into the Agreement knowingly, voluntarily and of his own free will; # understands its terms and significance and intends to abide by its provisions without exception; # has not made any false statements or representations in connection with this Agreement; and # has not transferred or assigned to any person or entity not a party to this Agreement any claim or right released hereunder, and Executive agrees to indemnify the Company and hold it harmless against any claim (including claims for attorneys’ fees or costs actually incurred, regardless of whether litigation has commenced) based on or arising out of any alleged assignment or transfer of a claim by Executive.

No Warranty. In executing and delivering this Lease, ​ has not relied on any representations, including, but not limited to, any representation as to the amount of any item comprising Additional Rent or the amount of the Additional Rent in the aggregate or that ​ is furnishing the same services to other tenants, at all, on the same level or on the same basis, or any warranty or any statement of ​ which is not set forth herein or in one or more of the exhibits attached hereto.

Software Warranty. The Contractor shall deliver Software owned by Contractor or Subcontractors (including any Software Corrections and Software Upgrades) and use commercially reasonable efforts to deliver third party Software free of defects, programming errors, bugs, and material defects in manufacturing and workmanship. The Contractor shall use commercially reasonable efforts to incorporate, deliver and/or use Software developed using generally understood and recognized tools, scripts and framework, and open interface specifications, such that all significant items of Software and Software Corrections and Software Upgrades constituting Deliverable Items, including all Software installed on Customer Satellites, controlling Customer Satellites from the ground, or used in connection with the Customer Satellites, can be reasonably maintained, supported, upgraded, and modified from the ground by Customer or a Customer Permitted Sublicensee (as defined in Article14.1.6 below).

Product Warranty. ​ warrants to ​ (the “Product Warranty”) that:

No Warranty. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY HERETO MAKES ANY REPRESENTATION AND EXTENDS NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. IN PARTICULAR, BUT WITHOUT LIMITATION, MERCK MAKES NO REPRESENTATION AND EXTENDS NO WARRANTY CONCERNING WHETHER THE LICENSED COMPOUND OR LICENSED PRODUCT IS FIT FOR ANY PARTICULAR PURPOSE OR SAFE FOR HUMAN CONSUMPTION.

Limited Warranty. OTHER THAN THE WARRANTIES EXPRESSLY STATED ABOVE, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES RELATING TO THE LICENSED SOFTWARE, THE DOCUMENTATION OR THE MAINTENANCE SERVICES COVERED BY THIS OEM AGREEMENT, AND KX EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. KX DOES NOT WARRANT AND HEREBY DISCLAIMS ANY IMPLIED WARRANTY THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED.

The Manufacturer warrants that all Products will be free from material defects in workmanship for a period of twelve (12) months from the date of shipment (the “Warranty Period”). The term “defect” shall mean a substantial non-conformity of the Products with the technical specifications for such Products. Any claim made pursuant to this limited warranty shall be made only by the Distributor in writing, and only during the Warranty Period. The Distributor shall be required to furnish to Manufacturer evidence of any purported material defects, in such form as may be reasonably requested by the Manufacturer (including, but not limited to, the Distributor’s obligation to return the defective Product to the Manufacturer, at the Distributor’s expense, for inspection). In the event that the Product is found to be defective, in the sole and absolute discretion of the Manufacturer, the Distributor will be reimbursed the cost of return shipment, and shall receive, at the Manufacturer’s option, either # replacement Product(s), or # a credit equivalent to the purchase price of the defective Product, which credit can be applied to the cost of future purchases by the Distributor from the Manufacturer. In no event shall the Manufacturer be obligated to inspect, remove, repair or replace any defective Product, and the Distributor shall be solely responsible for handling warranty claims on behalf of its end user customers. The Distributor’s exclusive remedy for any Product with a material defect, and the Manufacturer’s entire liability in contract, tort or otherwise therefor, is as specifically set forth in this Section.

No specific representation, warranty or covenant contained herein shall limit the generality or applicability of a more general representation, warranty or covenant contained herein.

Continuation of Representations and Warranties. The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of such borrowing, continuation, conversion, issuance or extension date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date).

Lender shall determine that any material representation or warranty by Borrower herein or elsewhere contained, or any material representation or warranty contained in any collateral instruments required hereunder shall not be correct in any respect; or

For purposes of this Article IX, the amount of any indemnifiable Damages in respect of the inaccuracy or breach of any representation or warranty (but not whether the inaccuracy or breach occurred) shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty; provided that the materiality qualifications in [Section 4.6] will be disregarded for purposes of determining whether any inaccuracy or breach of such representation or warranty occurred solely with respect to such representation or warranty as of the date of this Agreement.