Common use of Disclaimer and Indemnification Clause in Contracts

Disclaimer and Indemnification. 15.1 Licensee shall not and does not grant any warranty or guaranty binding Licensor or creating any liability for Licensor. Licensee will make no statements or representations whatsoever to any third parties which, expressly or impliedly, states or suggests that Licensor is making any warranties with respect to the Goods. Licensor expressly disclaims any implied warranties, including the implied warranties of merchantability and fitness for a particular purpose. 15.2 Licensor shall have no liability or responsibility to Licensee or any other person and/or entity arising out of or relating to the rights granted to Licensee pursuant to this Agreement. Licensee shall defend, indemnify and hold harmless Licensor, its employees, officers, directors, stockholders, licensees, representatives, successors and assigns from and against any and all claims, demands, judgments, liabilities, damages, losses, costs and expenses of any nature (including attorneys' fees and expenses), including without limitation, death, personal injury, bodily injury, sickness, disease, property damage, loss of use of property or product liability arising from or related to any (i) claim, action or omission of Licensee, its agents, employees or their families, affiliates, distributors or subcontractors arising under this Agreement, (ii) Licensee's failure to comply with its obligations set forth herein, (iii) Licensee's misrepresentation of any warranties or representations, or (iv) any action or omission arising out of the operation of Licensee's business.

Appears in 3 contracts

Sources: License Agreement (Emerson Radio Corp), License Agreement (Emerson Radio Corp), License Agreement (Emerson Radio Corp)

Disclaimer and Indemnification. 15.1 16.1 Licensee shall not and does not grant any warranty or guaranty binding Licensor or creating any liability for Licensor. Licensee will make no statements or representations whatsoever to any third parties which, expressly or impliedly, states or suggests that Licensor is making any warranties with respect to the Goods. Licensor expressly disclaims any implied warranties, including the implied warranties of merchantability and fitness for a particular purpose. 15.2 16.2 Except as set forth herein and in the Supply and Inspection Agreement, Licensor shall have no liability or responsibility to Licensee or any other person and/or entity arising out of or relating to the rights granted to Licensee pursuant to this Agreement. Licensee Each party shall defend, indemnify and hold harmless Licensorthe other party, its employees, officers, directors, stockholders, licensees, representatives, successors and assigns from and against any and all claims, demands, judgments, liabilities, damages, losses, costs and expenses of any nature (including attorneys' fees and expenses), including without limitation, death, personal injury, bodily injury, sickness, disease, property damage, loss of use of property or product liability arising from or related to any (i) claim, action or omission of Licenseesuch party, its agents, employees or their families, affiliates, distributors or subcontractors arising under this AgreementAgreement and/or the Supply & Inspection Agreement executed by the parties simultaneously herewith, (ii) Licenseesuch party's failure to comply with its obligations set forth herein, (iii) Licenseesuch party's misrepresentation of any warranties or representations, or (iv) any action or omission arising out of the operation of Licenseethe such party's business.

Appears in 1 contract

Sources: License and Exclusive Distribution Agreement (Emerson Radio Corp)