WARRANTIES; INDEMNITY Clause Samples
The 'Warranties; Indemnity' clause establishes the assurances each party makes regarding the quality, accuracy, or legality of their goods, services, or actions, and sets out the obligation to compensate the other party for certain losses or claims. In practice, this clause may require a seller to guarantee that their products are free from defects and comply with applicable laws, while also agreeing to cover the buyer's costs if third parties bring claims related to those products. Its core function is to allocate risk between the parties by providing remedies for breaches of warranty and protecting against third-party liabilities.
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WARRANTIES; INDEMNITY. Each of the Account Parties hereby represents, warrants, covenants and confirms to and for the benefit of Issuer that Account Parties understand the general nature and operation of a letter of credit and the obligations, rights and remedies of the Account Parties on the one hand and the Issuer on the other in regard to letters of credit, including, without limitation: (A) the obligation of the Account Parties to reimburse Issuer for all payments to the beneficiary in respect of presentments on the Credit, (B) the conditions set forth in the Credit to the obligation of Issuer to pay any drawing on the Credit, (C) that Issuer has no responsibility or liability in connection with any underlying contract or other transaction between any of the Account Parties and the beneficiary of the Credit, (D) that Issuer is not acting as an agent or in any fiduciary capacity for or on behalf of the Account Parties or the beneficiary, but solely as an issuer of letters of credit, (E) Issuer makes no representation or warranty regarding the value or desirability of the Account Parties’ transactions in connection with which any Credit is issued, the decision to utilize any Credit or the appropriateness of or risks arising from the terms or conditions of any Credit, (F) that the Account Parties should seek advice from their legal counsel with respect to any Letter of Credit Application, this Agreement, the issuance and terms of any Credit and the related underlying transactions and (G) Account Parties unconditionally approve and assume all risks associated with the terms of each Credit, regardless of any advice provided by Issuer with respect to the form or terms of the Credit. Each of the Account Parties hereby further represents, warrants, covenants and confirms to and for the benefit of Issuer that the transactions associated with each Credit do not violate any applicable law, rule or regulation of the United States, any state or the United States and/or any foreign nation or governmental authority thereof, including, without limitation, anti-terrorism, anti-money laundering, export/import and/or corrupt practices laws, orders, rules and regulations. All representations, warranties and indemnities set forth herein shall survive Issuer’s issuance of the Credit and any payment thereunder and shall continue until all Reimbursement Obligations arising hereunder are finally determined and paid in full in cash. Each of the Account Parties hereby releases Issuer from and agrees t...
WARRANTIES; INDEMNITY. You warrant to The State Bank of Faribault that:
a. You will only transmit eligible items;
b. You will not transmit duplicate items;
c. You will not deposit, redeposit or represent the original check with The State Bank of Faribault or any other party;
d. You will comply with this Agreement and all applicable rules, laws and regulations;
e. You are not aware of any factor which may impair the collectability of the item; You agree to indemnify and hold harmless The State Bank of Faribault from any loss for breach of this warranty provision or the terms of this Agreement.
WARRANTIES; INDEMNITY. The respective representations and warranties given by ZiaSun, Internet Services and the Shareholder contained herein shall remain effective against their respective successors, heirs and assigns and shall survive the Closing. ZiaSun shall indemnify and hold Internet Services and the Shareholder harmless from any damage, claim, liability or expense, including reasonable attorneys' fees, arising out of the breach of any representation or warranty or the nonfulfillment of any agreement contained herein, or in any certificate to be delivered at the Closing, by ZiaSun. Internet Services and the Shareholder, jointly and severally, shall, in proportion to the Shareholder's respective ownership interest in Internet Services, indemnify and hold ZiaSun harmless from any damage, claim, liability or expense, including reasonable attorneys' fees, arising out of the breach of any representation or warranty or the nonfulfillment of any agreement contained herein, or in any certificate to be delivered at the Closing, by Internet Services or the Shareholder, provided however, that notice of any such breach shall have been communicated with specificity within two (2) years of the date hereof.
WARRANTIES; INDEMNITY. The Author warrants that the works governed by this contract are their sole intellectual property, that no other similar agreements governing these works exist, and that the works are not in the public domain. Additionally, the Author warrants that the works do not infringe on copyrights, trademarks, or other intellectual rights of any third parties. If the works governed by this book publishing contract contain statements presented as fact, the Author warrants that such statements are true and accurate. Furthermore, the Author agrees to refrain from entering into agreements with third parties that conflict with the terms of this book publishing contract.
WARRANTIES; INDEMNITY. Each of the Account Parties hereby represents, warrants, covenants and confirms that said party understands the general nature and operation of a letter of credit and the obligations, rights and remedies under the Credit, including, without limitation: (A) The obligations to reimburse Issuer for all payments to the beneficiary, its successors or assigns, (B) Conditions under which payment under the Credit must be made by Issuer, (C) That Issuer has no responsibility or liability in connection with any underlying contract or other transaction between any of the Account Parties and the beneficiary of the Credit, and (D) That Issuer is not acting as an agent or in any fiduciary capacity for or on behalf of the Account Parties or the beneficiary, except as otherwise stated herein. All representations, warranties and indemnities set forth herein shall survive Issuer’s issuance of the Credit and any payment thereunder and shall continue until all obligations hereunder are paid in full. Each of the Account Parties hereby releases Issuer from and agrees to indemnify and hold harmless the Issuer, and its officers, agents, and employees, for any and all costs, liabilities and expenses (including reasonable attorney fees) incurred by Issuer and arising out of or in any way relating to (1) any underlying investments, transaction, and/or contracts between any one of the Account Parties and the beneficiary under the Credit or any of its agents and (2) any proper payment in accordance with the terms of the Credit, any refusal to pay or honor the Credit, or any other action or omission by Issuer, or Issuer’s correspondents or agents. It is understood that the Account Parties will not be obligated to indemnify Issuer for gross negligence or willful misconduct.
WARRANTIES; INDEMNITY. 6.1 You warrant, represent and undertake to and with MAITS that:-
6.1.1 you are fully authorised and entitled to enter into this Agreement;
6.1.2 you are not subject to any obligation or disability that will or might prevent you from complying with and performing all the conditions and obligations to be complied with and performed in this Agreement, however, this shall not include any disability disclosed to MAITS before execution of this Agreement;
6.1.3 the products of the Services will be original, except as to matters in the public domain, and will not infringe the rights of any third party;
6.1.4 you have not done and will not do anything that might or could impair the provision of the Services and that you have no criminal record and that you have not been the subject of an investigation concerning child abuse (in any form);
6.1.5 you shall not incur any liability on behalf of MAITS nor pledge MAITS’ credit without MAITS’ prior written approval;
6.1.6 you shall not charge any expenses or costs to MAITS without MAITS’ prior written approval
6.1.8 you shall exercise all reasonable care during the provision of the Services for your own health and safety and that of other persons who may be affected by your acts or omissions and you shall cooperate as far as it is necessary to ensure that MAITS is able to comply with its legal obligations in relation to the health and safety at work by law;
WARRANTIES; INDEMNITY. 7.1 The Company hereby represents and warrants to, and covenants with, MDT as follows:
WARRANTIES; INDEMNITY. 15.1 Save for any manufacturer/producer's warranty on the goods (if any), THE SUPPLIER does not give or make any warranties, guarantees, undertakings or representations of whatsoever nature, whether express or implied, as to the quality or condition of the goods or their fitness or suitability for any purpose.
15.2 THE SUPPLIER'S liability for the breach of any manufacturer/producer's warranty shall be limited to, and shall be fully discharged by, the replacement of the relevant goods: Provided that regard will be had to any use of the goods by THE APPLICANT. THE SUPPLIER shall not under any circumstances be liable for any consequential loss suffered by THE APPLICANT from whatsoever cause arising.
15.3 Save to the extent set out above, THE APPLICANT hereby indemnifies and holds THE SUPPLIER harmless against any and all losses, injury, damage, fines, penalties and claims of whatsoever nature and howsoever arising from or connected with the goods, or the use or possession thereof and whether or not such claims are caused by any act or omission of THE APPLICANT or by anyone else.
WARRANTIES; INDEMNITY. 9.1 Centric Gateway warrants that it has the authority to enter into this Agreement and has obtained all requisite permits and licenses from SeerGate Inc to perform the obligations contemplated under this Agreement.
9.2 Centric Gateway warrants that SeerGate does not infringe the intellectual property right of any third party and its use by the Bank and its customers shall not result in any such infringement. Centric Gateway hereby agrees to indemnify and keep UBA full indemnified against any loss, damage, expense or liability that may arise or may be incurred in the event of any claim of infringement.
WARRANTIES; INDEMNITY. 11.1 The Artist warrants that:
11.1.1 Artist is the exclusive owner of the Recordings and has the right to enter into this agreement and grant the rights herein granted to Instrumental;
11.1.2 other than in respect of mechanicals royalties, the Artist shall be responsible for any and all third party payments arising as a consequence of the exploitation of the Recordings hereunder (including without limitation any and all sample, performer, musician, producer and/or mixer payments) and any payments incurred in respect of artwork supplied by the Artist;
11.1.3 to the best of the Artist’s knowledge neither the Recordings nor the compositions embodied thereon contain any un-cleared samples, are criminally obscene, are defamatory or infringe the rights of third parties;
11.1.4 the Artist hereby grants to Instrumental (or shall procure the grant of) all necessary performers consents and shall procure the waiver of moral rights in the Recordings and the compositions embodied thereon;
11.1.5 Instrumental shall be able to obtain mechanical licences for all compositions embodied on Recordings and be able to exploit the same on standard statutory/industry terms (but no greater than 100% statutory/industry rate in USA and Canada and subject to a cap of 11x per album, 4x per EP and 2x per single) pursuant to the terms of this agreement throughout the Territory for the Rights Period including on a free of charge basis in respect of synchronisation licences for promotional and video usage (and the Artist shall procure that any co-writers of the composition embodied on the Recordings shall comply with this clause);
11.1.6 Instrumental shall have the right to use the Artist’s (and any other contributor’s) name (including any professional name(s)), approved likenesses and approved biographies in connection with the production, packaging, promotion and exploitation of the Recordings and in promotion of Instrumental generally;
11.1.7 the Artist shall not re-record (and shall procure that any featured artist and/or producer shall not re-record) any of the compositions embodied upon the Recordings during the Rights Period; and
11.2 The Artist hereby indemnifies Instrumental against any claims, losses, costs and/or damages suffered or incurred by reason of any breach or claimed breach of the warranties made by the Artist herein provided always that no sums shall be payable pursuant to this indemnity unless pursuant to the adjudication of a court of competent jurisdiction or othe...