Representations Warranties and Indemnification Sample Clauses
The "Representations, Warranties and Indemnification" clause sets out the statements of fact and assurances each party makes to the other, and establishes the obligations to compensate for certain losses. In practice, this clause requires each party to confirm specific facts about themselves or the subject matter of the agreement, such as having the authority to enter into the contract or that products meet certain standards, and to promise to defend and reimburse the other party if these statements prove false or if certain liabilities arise. Its core function is to allocate risk between the parties by ensuring that each side is protected against misrepresentations and unexpected losses resulting from breaches or third-party claims.
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Representations Warranties and Indemnification. 10.1 The Publisher warrants to the Institution that it is entitled to grant the licence in this Licence and that the use of the Licensed Material as contemplated in this Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that the Institution shall have no liability and the Publisher will indemnify, defend and hold the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's and Authorised Users use of the Licensed Material, provided that:
(1) the use of the Licensed Material has been in full compliance with the terms and conditions of this Licence; (2) the Institution provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim.
10.2 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material and to make changes in any software used to make the Licensed Material available at their sole discretion. The Publisher will notify the Institution of any substantial change to the Licensed Material.
10.3 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material, the Publisher makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material including (without limitation) the fitness of such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material.
10.4 In no circumstances will the Publisher be liable to the Institution for any loss resulting from a cause over which the Publisher does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors.
10.5 The Institution agrees to notify the Pub...
Representations Warranties and Indemnification. You represent and warrant that: (i) You own or control all rights necessary to make the grant of rights, licenses, and permissions listed in Section 2, and that the exercise of such rights, licenses, and permissions shall not violate or infringe the rights of any third party, and (ii) any use of the Custom Codes shall be in accordance with the terms of this Exhibit C and shall not infringe any third party rights or violate any applicable laws, directives, rules, and regulations of any governmental authority in the Territory or anywhere else in the world. You agree to indemnify and hold Apple, its subsidiaries and affiliates (and their respective directors, officers, and employees) harmless from all losses, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions, or other proceedings arising from a breach of the representations and warranties set for h in this Section, or a breach of any other term of the Agreement and this Schedule 1.
Representations Warranties and Indemnification. 7.1 The LICENSEE shall use the MATERIAL and the PATENT RIGHTS at its own risk. All claims based on legal or other defects of the MATERIAL and/or PATENT RIGHTS shall be excluded. In particular, HMGU is not liable if the use of the MATERIAL and/or PATENT RIGHTS infringes the rights of third parties or if the inventions which are the subject matter of the PATENT RIGHTS are not patentable.
7.2 HMGU declares that, to the best of its knowledge as of the EFFECTIVE DATE, (a) it is the sole owner of the PATENT RIGHTS, (b) it has not previously assigned, conveyed or otherwise encumbered its right, title and interest in the PATENT RIGHTS in a manner that would make grant of the licenses hereunder legally impossible and (c) it has the right to grant the license rights herein. HMGU makes no representation or warranty – whether express or implied – as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development and/or breadth of the technology covered by the PATENT RIGHTS.
7.3 In any case of liability for damages among the Parties, such liability is limited to foreseeable damages. Liability for lost profits is excluded. Except as stipulated in Sections 3.2, 6.1 and 6.3 above, the obligation and liabilities of LICENSEE (including, without limitation, payment and indemnification) under this Agreement shall be sole (and not joint and several) with respect to the acts or omissions of LICENSEE.
7.4 LICENSEE indemnifies and holds HMGU harmless from any liability and all claims arising from LICENSEE’S use of the MATERIAL and/or PATENT RIGHTS, including claims by third parties which are based on the allegation that such third party has been injured or harmed by a LICENSED PRODUCT and/or LICENSED SERVICE.
7.5 HMGU on one side and the LICENSEE on the other are not acting as agents or contractors for the respective other side. This Agreement shall not create a partnership among the Parties.
7.6 HMGU may not use the name of the LICENSEE and LICENSEE may not use HMGU’s name for any advertisement or promotional purpose without the prior written consent of the respective other Party. However, the Parties or their technology transfer partners shall be entitled to issue a press release informing the public about the licenses granted hereunder without disclosing any CONFIDENTIAL INFORMATION belonging to the other Party or information that may harm the legitimate business interests of the other Party. Each Party will pr...
Representations Warranties and Indemnification a. Producer represents and warrants that Producer has the full right and ability to enter into this Standard License Agreement and grant those rights granted herein. Producer warrants that the exploitations of the Beat permitted hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.
b. You represent and warrant that exploitation of the New Composition and/or New Recording hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Just to be clear, Producer takes no responsibility whatsoever as to any elements added to the New Composition and/or New Recording by Licensee or any third party, and Licensee indemnifies and holds Producer harmless for any and all such elements.
c. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages, judgments, costs, and expenses as are actually incurred by the non- defaulting party (including, without limitation, reasonable attorneys’ fees) arising in connection with any breach or claim of breach of this Standard License Agreement by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment or settled with the defaulting party’s consent. The non-defaulting party shall give the defaulting party prompt written notice of all claims giving rise to indemnification obligations hereunder, and the defaulting party shall have the right to participate in the defense of such claims with counsel of its choice at its sole expense.
Representations Warranties and Indemnification. 10.1 The Institution represents and warrants that it has sufficient authority and rights to enter into and perform its obligations under this Agreement.
10.2 LIBRARY represents and warrants that it is entitled to grant the Sub-License in this Agreement and that the use of the Licensed Materials by the Institution and Authorized Users in accordance with the terms of this Agreement shall not infringe the copyright or other proprietary or intellectual property rights of any natural or legal person. The foregoing shall not apply to improper usage of the Licensed Materials by the Sub-License or Authorized Users. LIBRARY makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Licensed Materials including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information.
10.3 The Institution agrees to notify PUBLISHER and LIBRARY immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with works contained in the Licensed Materials. It is expressly agreed that upon such notification, or if PUBLISHER becomes aware of such a claim from other sources, PUBLISHER may remove such work(s) from the Licensed Materials. At the request of PUBLISHER, the Institution will make all reasonable efforts to remove such work(s) from any copies of the Licensed Materials maintained by the Institution .
10.4 Nothing in this Agreement shall make the Institution liable for breach of the terms of this Agreement by any Authorized User provided that the Institution did not cause, knowingly assist, condone, or fail to take reasonable steps to prevent the continuation of such breach after becoming aware of an actual breach having occurred.
10.5 Subject to the above and to the extent permitted by law, LIBRARY shall not be liable to the Institution for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Institution as a result of an action brought by a third party.
10.6 PUBLISHER reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Materials and to make changes in any software used to deliver the Licensed Materials at their sole discretion. A notification will be given to the Insti...
Representations Warranties and Indemnification. The Holder may not participate in any registration pursuant to Section 2.1 unless the Holder (x) agrees to sell its Registrable Securities on the basis provided in the underwriting arrangements with respect to such offering and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents and delivers all opinions, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that the Holder shall not be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) the Holder’s ownership of its Registrable Securities to be sold or transferred free and clear of all encumbrances, (ii) the Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of the Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such underwriting arrangements, and the liability of the Holder will be in proportion thereto, and provided, further, that so long as the Holder is not the investment adviser to the Corporation, under the terms of any such agreement such liability will be limited to the net amount received by the Holder from the sale of its Registrable Securities pursuant to such registration; and provided, further, that so long as the Holder is not the investment adviser to the Corporation, any such indemnification provided by the Holder shall be limited under the terms of any such agreement to indemnification for information provided by the Holder relating to it specifically for inclusion in the registration statement.
Representations Warranties and Indemnification. 10.1 RCC represents and warrants that:
(a) it has full power and authority to enter into this Agreement;
(b) it has the right, under its agreements with its suppliers and manufacturers, to sell the RCC Products to RII for further resale by RII to end users;
(c) it either owns or has a valid license to use the RCC Marks and Related Content and has sufficient right and authority to grant to RII all licenses and rights granted by RCC hereunder;
(d) the RCC Marks and Related Content and the use thereof as permitted pursuant to this Agreement will not violate any law or infringe upon or violate any rights of any Person;
(e) the execution, delivery and performance by RCC of this Agreement will not conflict with, or result in a breach or termination of or constitute a default under, any lease, agreement, commitment or other instrument to which RCC is a party;
(f) it has not represented to any Person that RCC is an agent or representative of RII for any purpose and will not do so during the Term;
(g) it has not represented to any Person that RCC and RII are not separate entities and will not do so during the Term;
(h) it has not represented to any Person that RCC is a subsidiary or parent of RII and will not do so during the Term;
(i) it has not represented to any Person that RCC and RII do not operate separate businesses and will not do so during the Term; and
(j) this Agreement constitutes the valid and binding obligations of RCC enforceable against it in accordance with its terms.
10.2 RII represents and warrants that:
(a) it has the full power and authority to enter into and fully perform this Agreement;
(b) this Agreement constitutes the valid and binding obligations of RII enforceable against it in accordance with its terms;
(c) the execution, delivery and performance by RII of this Agreement will not conflict with, or result in a breach or termination of or constitute a default under, any lease, agreement, commitment or other instrument to which RII is a party;
(d) it has not represented to any Person that RCC is an agent or representative of RII for any purpose and will not do so during the Term;
(e) it has not represented to any Person that RCC and RII are not separate entities and will not do so during the Term;
(f) it has not represented to any Person that RCC is a subsidiary or parent of RII and will not do so during the Term;
(g) it has not represented to any Person that RCC and RII do not operate separate businesses and will not do so during the Term...
Representations Warranties and Indemnification. With respect to each and every Entry initiated by Customer, the Customer represents and warrants, and will be deemed to have made the same at the time each Entry is initiated by Customer, that a) the Customer has complied with all the things with respect to each Entry required contemplated by this Agreement and the Rules, b) no warranties of an Originator and ODFI have been or shall later be breached, and c) each Entry shall in no way violate any Federal, State or local stature of regulation
Representations Warranties and Indemnification. Sponsor represents and warrants that it has the proper rights to all advertising collateral submitted to Life Time. ▇▇▇▇▇▇▇ agrees to comply with all applicable laws and regulations during the Agreement. Sponsor also expressly assumes complete responsibility and liability for all advertising collateral submitted, printed, displayed, broadcasted, or otherwise published in connection with the Agreement. Sponsor agrees to indemnify, defend, and hold harmless Life Time, its officers, directors, agents, and employees from any and all claims, liability, loss, damage, expense, or costs (including reasonable attorneys’ fees) incurred from: (a) claims of trademark, trade name, patent, copyright, proprietary right, right of privacy or false or misleading advertising violations resulting from Sponsor’s advertising collateral, (b) any of Life Time’s actions taken on behalf of or for the benefit of Sponsor in connection with the Agreement, whether caused in whole or in part by the sole, joint, or concurrent negligence of Life Time, and (c) any act or omission of Sponsor under the Agreement.
Representations Warranties and Indemnification. UWM warrants and represents to the Minister that UWM has full right, power, and authority to enter into this Agreement, grant the license to the Minister as herein granted and consummate the transactions hereby contemplated. The Minister represents and warrants to UWM as follows:
a. In its performance of its duties and obligations pursuant to this Agreement, the Minister shall operate its business in compliance with all applicable federal, state, and local laws, and regulations.
b. The Minister has full right, power, and authority to enter into this Agreement and consummate the transactions hereby contemplated.
c. Each party shall indemnify, defend, and hold the other party harmless, including any of the indemnified party’s officers, members, managers, employees, and agents, for, from, and against any and all claims, liabilities, judgements, costs, and expenses, including court costs and attorney’s fees, arising out of or related to: (1) the material breach of any of the indemnifying party’s obligations under this Agreement, including its representations and warranties set forth herein; or (b) the indemnifying party’s fraud, gross negligence, or willful misconduct.