UNDERTAKINGS AND INDEMNITIES Clause Samples

UNDERTAKINGS AND INDEMNITIES. In using ▇▇▇▇▇▇▇.▇▇, DP warrants and undertakes to GS1;

UNDERTAKINGS AND INDEMNITIES. The Licensor warrants to the Licensee that it has full right and authority to grant the Rights to the Licensee and that the use by the Licensee of the Licensed Products in accordance with this Agreement will not infringe the rights of any third party.The Licensor shall indemnify the Licensee from and against any and all third party claims, demands, costs, losses and liabilities (including reasonable attorney fees) incurred by the Licensee which arise out of a breach of the warranty in Clause 8.1 provided that the Licensee must inform the Licensor immediately upon becoming aware of any claim, not attempt to compromise or settle the claim and give reasonable assistance to the Licensor who shall be entitled to assume sole conduct of any defence and/or settlement with counsel of the Licensor’s choice at its expense. The Licensor shall have the right at its sole option: to procure the right for the Licensee to continue using the Licensed Products; to make such alterations, modifications or adjustments to the Licensed Products that it becomes non- infringing without incurring a material reduction in performance or function; or to replace the Licensed Products with non-infringing substitutes provided that such substitutes do not entail a material reduction in performance or function. Without prejudice to the generality of the foregoing, the Licensor shall not be liable for any damages arising from: use of the Licensed Products by the Licensee or any Authorised User other than as expressly permitted under this Agreement; any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorised user’s wilful misconduct, negligence, operator error or use other than in accordance with the User Documentation; the failure by the Licensee to implement recommendations previously advised by the Licensor in respect of, or solutions for, faults in the Licensed Products; or the decompilation or modification of the Licensed Products or its merger with any other program by any person other than the Licensor or its authorised agent; or the Licensee or any Authorised User being unable to exercise the Rights due to the Licensed Products being unavailable as a result of any act or omission of the Licensor provided that the period for which the Licensed Products is not available shall not exceed a period of 50 hours (in aggregate) in any continuous period of 1000 hours. Except as expressly set out in this Agreement and subject only to clause 11.1, ...

UNDERTAKINGS AND INDEMNITIES. In using Enriched Data Platform - Powered by Trusted Source and 1 World Sync, DP warrants and undertakes to GS1;

UNDERTAKINGS AND INDEMNITIES. 9.1 Other than as contemplated by this Agreement or any Transaction Document, upon and following Closing and in consideration for the terms of this Agreement, the Seller irrevocably waives, releases and discharges, to the fullest extent permitted by law (and the Seller shall procure that each of its Affiliates shall do the same) any actions, claims or proceedings by the Seller and/or its Affiliates against any of the Target Companies or for sums due by any Target Company to the Seller or its Affiliates. Pending such release, the Seller shall indemnify the Purchaser and each Target Company and hold the Purchaser and each Target Company harmless from and against any loss, damage, payments, costs or expenses, suffered or incurred, directly or indirectly, by the Purchaser or a Target Company in relation to such actions, claims, proceedings or sums. 9.2 Upon and following Closing, the Seller shall use reasonable endeavours to procure that each of the Target Companies shall be irrevocably released and discharged from any guarantee or similar surety granted by any of the Target Companies for the benefit of, or in respect of a liability or obligations of, the Seller or its Affiliates. Pending such release, the Seller shall indemnify the Purchaser and each Target Company and hold the Purchaser and each Target Company harmless from and against any loss, damage, payments, costs or expenses, suffered or incurred, directly or indirectly, by the Purchaser or a Target Company in relation to such guarantee or similar surety. 9.3 Upon and following Closing, the Purchaser shall use reasonable endeavours to procure that the Seller and each of its Affiliates shall be irrevocably released and discharged from any guarantee or similar surety granted by any of the Seller and/or its Affiliates for the benefit of, or in respect of a liability or obligations of, any Target Company. Pending such release, the Purchaser shall indemnify the Seller and its Affiliates and hold the Seller and its Affiliates harmless from and against any loss, damage, payments, costs or expenses, suffered or incurred, directly or indirectly, by the Seller or any of its Affiliates in relation to such guarantee or similar surety. 9.4 Other than as contemplated by the Transition Services Agreement, pursuant to Clause 7.4 in relation to the Retained CME Programming Contracts and CME Programming Sublicences relating to the Retained CME Programming Contracts, and/or relating to the services that were provided und...

UNDERTAKINGS AND INDEMNITIES. GENERAL PROVISIONS

UNDERTAKINGS AND INDEMNITIES. 9.1 The Seller shall use its best endeavours and the Purchaser shall provide all reasonable assistance, to procure that, prior to Completion, written confirmation in form and substance satisfactory to the Purchaser is obtained from all employees of the Company that they will continue in employment following the sale of the Sale Shares under this Agreement and will not seek to claim any compensation or severance payment under the Manpower Law by reason of the sale of the Sale Shares. 9.2 The Seller shall pay to the Purchaser an amount equal to 60% of all costs, claims, liabilities, losses and expenses which the Company may suffer or incur which are in excess of an aggregate of US$25,000 by reason of any employee(s) terminating or purporting to terminate their employment with the Company pursuant to Article 163 of the Manpower Law by reason of the transfer of the Sale Shares under this Agreement or the changes to the capital structure referred to in Clause 2.1.1. 9.3 The Seller shall procure that, without cost to the Company, the Alcatel Contract is terminated or amended such that (i) the Company is entitled to retain, for such period as it wishes without limit of time, all Equipment and Documentation (as defined therein) provided or made available to it under the Alcatel Contract prior to the date of this Agreement, (ii) the Company is under no continuing obligation with respect to ‘Further Work’ (under and as defined in the Alcatel Contract) and (iii) the failure to give Further Work to Alcatel after the date of this Agreement has no consequence for the Company under or pursuant to the Alcatel Contract. Accordingly, the Seller shall on demand by the Purchaser pay to the Purchaser 60% of any costs, claims, liabilities, losses and expenses suffered or incurred by the Company as a result of giving effect to (i) (ii) or (iii) or arising as a result of a failure to give effect to (i) (ii) or (iii), including any amounts payable under clause 27 of the Alcatel Contract. 9.4 The Purchaser shall procure that, without cost to the Company, the Ericsson Contract is terminated or amended such that (i) the Company is entitled to retain, for such period as it wishes without limit of time, all Equipment and Documentation (as defined therein) provided or made available to it under the Ericsson Contract prior to the date of this Agreement, (ii) is under no continuing obligation with respect to ‘Further Work’ (under and as defined in the Ericsson Contract) and (iii) the fail...

UNDERTAKINGS AND INDEMNITIES. In exercising the rights granted under this Agreement, the Company will use all reasonable endeavours to prevent any damage to the Location(s). The Company shall make good, or pay to the Commission the cost of making good, any damage which is caused to or in the Location(s) as a result of the Company’s actions. The Commission shall not be responsible for any personal injury or death or damage to property caused during the use of the Location(s) by the Company, save where such personal injury or death or damage to property is caused by the negligence, omission or default of the Commission. The Company will indemnify the Commission against any liability, loss, claim or proceedings arising under statute, common law or otherwise relating to its use of the Location(s) in respect of personal injury and/or death to any person and/or loss or damage to the Location(s) or any property caused by the negligence, omission or default of any person for whom it is legally responsible. The Company’s maximum liability under this clause shall be £5 million.

UNDERTAKINGS AND INDEMNITIES. Party B shall indemnify and hold harmless Party A for and against any losses, claims, damages or liabilities to which Party A may become subject, and Party B will reimburse Party A for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred: (a) in connection with any resale by Party A of Exchangeable Shares obtained upon an exchange by Party B of the Exchangeable Notes or any resale by Party A of VU shares delivered to Party A by Party B under paragraph 3(f) hereof, in each case arising from the misstatement or omission of any material fact in any disclosure made in connection with any such sale; provided, however, that in connection with any such sale Party A shall be entitled to rely on the advice of counsel as to any applicable restrictions under applicable law (including, without limitation, under the United States Securities Act of 1933, as amended, and the United States Securities Exchange Act of 1934, as amended, in each case including under any rules or regulations thereunder), and (b) in connection with or arising out of either of the Subscription Agreements dated on or about the date hereof between each of the Issuers, respectively, and Deutsche Bank AG London on the same terms as the indemnity set forth in such agreement, but without duplication of any payments which Party A shall receive under such indemnity. In addition, Party B shall indemnify and hold harmless Party A for and against any amount in respect of, or corresponding to, taxes (including any interest, penalties and associated costs imposed by the relevant competent taxing authority) on any amounts payable by either of the Issuers under the terms of the Exchangeable Notes which is subject to any withholding or deduction for or on account of tax and which either of the Issuers fails duly to pay to Party A pursuant to Condition 10(b) [Grossing up of Payments] of the terms of the Exchangeable Notes. If Party A determines in its sole discretion (exercised in good faith) that it has obtained a refund of any such taxes or obtained and used a credit against taxes on its own overall net income (a "Tax Credit") which Party A is able to identify as attributable to the deduction or withholding Party A shall (subject to Party B having paid any additional amount payable in accordance with this provision) to the extent it can do so without prejudice to the retention of the full amount of the Tax Cre...

UNDERTAKINGS AND INDEMNITIES. The Licensee undertakes to IPART that it will not make any claim against IPART and indemnifies IPART against: (a) any claims by the Panel Member for the payment of any fees, costs or expenses charged by the Panel Member in relation to the Audit Service; and (b) any claim by the Licensee for any Loss suffered by the Licensee (or by any other person claiming against the Licensee) as a result of the performance of the Audit Service by the Panel Member, including (without limitation) where that Loss arises due to: (1) any breach of the Licensee Contract by the Panel Member in connection with the performance of the Audit Service; or (2) any negligent or deliberate act or omission by the Panel Member.