All Patents No Other Warranties Indemnification Insurance Sample Clauses

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• User Warranties and Indemnification You warrant to Credit Union that:

• Warranties Indemnification Contributors, jointly and severally, warrant and represent that (a) all Contributors have the full power and authority to enter into and execute this Agreement and to license the rights granted herein, and that such rights are not now subject to prior assignment, transfer, or other encumbrance; (b) the Contribution is the original work of Contributors (except for copyrighted material owned by others for which written permission has been obtained), has not been previously published in any form (except for any previous public distribution of the Contribution, which has been disclosed in writing to the Editor), and has been submitted only to the Journal; (c) the Contribution does not infringe the copyright or violate any proprietary rights, rights of privacy or publicity, or any other rights of any third party, and do not contain any material that is libelous or otherwise contrary to law; (d) all statements and presentation of data in the Contribution asserted as factual are either true or based on generally accepted professional research practices, and no formula or procedure contained therein would cause injury if used in accordance with the instructions and/or warnings included in the Contribution; and (e) any studies on which the Contribution is directly based were satisfactorily conducted in compliance with the governing Institutional Review Board (IRB) standards or were exempt from IRB requirements. In the event that any of the foregoing warranties or representations are breached, Contributors, jointly and severally, shall indemnify and hold harmless Proprietor, the Journal’s Editor, and Proprietor’s affiliates, assigns, and licensees (expressly including SAGE, if SAGE is not the Proprietor), against any losses, liabilities, damages, costs and expenses (including legal costs and expenses) arising from or resulting out of any claim or demand of any kind relating to such breach.

• Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

• Survival of Warranties and Indemnifications All warranties and indemnifications will survive the termination of this Agreement.

• 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 Publisher 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 any works contained in the Licensed Material. It is expressly agreed that upon such notification, or if the Publisher becomes aware of such a claim from other sources, the Publisher may remove such work(s) from the Licensed Material. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Licence. 10.6 Nothing in this Licence shall make the Institution liable for breach of the terms of this Licence by any Authorised User provided that the Institution did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 10.7 The Institution represents to the Publisher that its computer system through which the Licensed Material will be used is configured, and procedures are in place, to prohibit access to the Licensed Material by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed Material; and that during the term of this Licence, the Institution will continue to make all reasonable efforts to bar non- permitted access and to convey appropriate use information to its Authorised Users.

• Warranties and Indemnity 5.1 In consideration of the Investor agreeing to enter into this Agreement, to purchase the Sale Shares and to subscribe for the Subscription Shares, the Existing Shareholder hereby represents and warrants to the Investor in the terms set out in Part 3 of the Schedule. 5.2 In consideration of the Investor agreeing to enter into this Agreement, to purchase the Sale Shares and to subscribe for the Subscription Shares, the Company hereby represents and warrants to the Investor in the terms set out in Part 3 of the Schedule. 5.3 The Warranties shall be given at the date of Completion. 5.4 The Existing Shareholder and the Company acknowledge that they are aware that the Investor, when agreeing to purchase the Sale Shares and subscribe for the Subscription Shares is or will be relying on the accuracy of the Warranties (save only as disclosed in the Disclosure Letter) and on the Tax Undertaking. The Warranties and the Tax Undertaking shall survive Completion of the purchase of the Sale Shares and the subscription for the Subscription Shares by the Investor. 5.5 Each Warranty which is set out in a separate paragraph, or which could be treated as a separate Warranty, shall be construed independently of any other to the intent that the rights of the Investor under, and the meaning given to, any one such Warranty shall not be restricted by reference to any other Warranty. 5.6 If the Investor makes a claim against the Existing Shareholder in relation to any breach of Warranty but, in relation to the same subject matter, does not make (or, having made, does not succeed with), any claim against the Company under Clause 5.2, the Existing Shareholder shall not have or pursue any claim or third party action to join in, claim against, seek a contribution from or otherwise claim or seek damages or compensation from the Company or any other Group Company in respect of any such claim and the Existing Shareholder hereby confirms to the Investor that neither the Company nor any Group Company has entered into or will enter into any indemnity or other agreement or arrangement concerning the liabilities of the Existing Shareholder for any breach of the Warranties. 5.7 The Existing Shareholder and the Company shall not be liable in respect of any claim under the Warranties to the extent that the matter or matters giving rise to such a claim are fairly disclosed in the Disclosure Letter. The Existing Shareholder and the Company each undertake to the Investor that any particulars of such matter or matters are true and accurate in all material respects and are not misleading in any material respect. 5.8 The aggregate liability of the Existing Shareholder in respect of any breach or breaches of the Warranties and the Tax Undertaking shall be limited to a maximum sum of (pound)750,000 ("the Maximum Amount"). 5.9 Neither the Existing Shareholder nor the Company shall have any liability under the Warranties and the Tax Undertaking unless and until the liability thereunder exceeds (pound)35,000 and thereafter the Existing Shareholder shall be liable for the entire amount up to the Maximum Amount. 5.10 The Existing Shareholder and the Company shall not be liable in respect of any claim under the Warranties or the Tax Undertaking (as the case may be) unless the claim shall have been notified to her before the expiry of a period of 12 months from Completion in the case of a claim under the Warranties and 36 months from Completion in the case of a claim under the Tax Undertaking. Any claim so notified will cease to be recoverable if legal proceedings in respect of such claim have not been commenced within 15 months from Completion in the case of a claim under the Warranties and 48 months from Completion in the case of a claim under the Tax Undertaking (unless settled, compromised or withdrawn within such period). In this respect, legal proceedings shall include commencement of any agreed arbitration. Notice of a claim shall include reasonable details of the nature and substance of the claim. 5.11 No liability or increase in liability (as the case may be) shall attach to the Existing Shareholder or the Company in respect of a claim under this Agreement to the extent that such claim arises or is increased as a consequence of a change in the law after the date hereof. 5.12 In the event that the Company is entitled to recover from a third party (whether by payment, discount, credit, relief or otherwise howsoever) any sum in relation to any loss, liability or damage which is the subject of a claim under the Warranties or the Tax Undertaking, the Company shall take (at the expense of the Existing Shareholder) such reasonable steps or proceedings as she may reasonably require and shall act in accordance with any such requirements subject to the Company being indemnified by the Existing Shareholder against all reasonable costs and expenses incurred in connection therewith and shall keep the Investor promptly informed of the progress of any such steps, proceedings or actions. 5.13 In the event of the Existing Shareholder or the Company having paid to the Investor an amount in respect of a claim under the Warranties or the Tax Undertaking and subsequent to the date of making such payment the Investor recovers from a third party (whether by payment, discount, credit, relief or otherwise howsoever) a sum which is referable to that payment then the Investor shall as soon as reasonably practicable repay to the Existing Shareholder or the Company of so much of the amount paid by the third party as does not exceed the sum paid by the Existing Shareholder or the Company to the Investor less the reasonable costs of the Investor in recovering such sum. 5.14 If any claim under the Warranties shall arise by reason of some liability of the Company which, at the time the claim is notified to the Existing Shareholder, is contingent only, the Existing Shareholder shall not be under any obligation to make any payment to the Investor in respect of such claim until such time as the contingent liability shall become an actual liability. 5.15 Nothing herein or in the Warranties shall be deemed to relieve the Investor from any common law or other duty to mitigate any loss or damage incurred by it. 5.16 Any amount paid by the Existing Shareholder to the Investor in respect of any breach of the Warranties shall be treated as a reduction in the consideration for the Sale Shares. 5.17 The Investor warrants to the Existing Shareholder that the Investor has power to enter into this Agreement and to perform the obligations expressed to be assumed by it and the Investor and Eurotelecom have taken or will, as soon as reasonably practicable, take all necessary corporate action to authorise the execution, delivery and performance of this Agreement and the issue of the Eurotelecom Shares.

• Responsibilities of the Parties; Indemnification; Warranties and Disclaimers a. The Trust agrees that it shall be solely responsible for any decision made or action taken in reliance on the compliance testing results, reports, forms or other data or information included in the Money Market Services provided by the Administrator. b. The Parties acknowledge that the Administrator is required to rely upon data provided by the Trust or third parties (“Data”) in providing the Money Market Services. The Administrator does not own the Data, has not developed the Data, does not control the Data, and has not, and will not make any inquiry into the accuracy of any Data. Without limiting the foregoing, to the extent applicable, the Administrator will not be liable for any delays in the transmission of Forms N-MFP, Forms N-CR, reports, market-based NAVs, shareholder inflows/outflows, daily and weekly liquid assets, affiliate sponsor support flows, portfolio holdings or transmission of Data or inaccuracies of, errors in or omission of, Data in connection with the provision of the Money Market Services in each case provided by the Trust or any other third party. c. To the extent applicable, the Trust represents and warrants to the Administrator that it has the necessary licenses from each nationally recognized statistical ratings organization whose ratings are set forth in its Forms N-MFP as contemplated hereby. d. To the extent applicable, the Trust is solely responsible for determining and immediately notifying in writing the Administrator of the occurrence of one or more triggering events causing a filing on Form N-CR. The Trust is solely responsible for accurately and timely supplying the Administrator, or causing third parties to accurately and timely supply the Administrator, with all data, information and signatures in respect of each Trust that is required in order for the Administrator to file each Form N-CR, whether or not such information is specifically requested by the Administrator. The Administrator shall be without liability if the Administrator has not received by the submission deadline communicated by the Administrator to the Trust all of the Data, information and signatures it requires to submit such Form N-CR filing. e. To the extent applicable, the Trust acknowledges that it shall be the Trust’s responsibility to retain for the periods prescribed by Rule 2a-7 (i) the compliance testing results and reports produced by the Administrator; (ii) its Forms N-MFP and Forms N-CR produced by the Administrator; and (iii) information prepared by the Administrator for posting on the Trust’s website. f. The Trust acknowledges and agrees that the Money Market Services do not constitute advice or recommendations of any kind and the Administrator is not acting in a fiduciary capacity in providing the Money Market Services. g. The Trust understands that the nature of the Money Market Services provided under this Agreement are distinct from the services provided under any other agreement between State Street Bank and Trust Company and the Trust, including any custody, fund accounting or transfer agency services agreements and, consequently, the terms of this Agreement rather than such other agreements shall govern the delivery of the Money Market Services. For the avoidance of doubt, the standard of care and liability provisions of Section XII of this Agreement shall govern the provision of the Money Market Services.

• Disclaimer of Implied Warranties The warranty set forth herein is in lieu of, and ‘Reseller’ expressly disclaims all other product warranties of any kind whatsoever whether express, implied, statutory, arising by course of dealing or performance, custom, usage in the trade or otherwise, any warranty of merchantability, or fitness for a particular purpose, and in any event no such implied warranty has applicability beyond the time period covered by this warranty.

• Representations and Warranties Indemnification As to all items transmitted to us, you represent and warrant that: (i) you will comply with the terms and conditions set forth in this Agreement; (ii) you will only transmit eligible items; (iii) you have good title to each check and item and no defense of any party to the check is good against you; (iv) the original check, or a paper or electronic representation, has not previously been deposited for collection with us or any other financial institution, and no depositary bank, drawee, or drawer will be asked to pay a check that it already has paid; and (v) you have no knowledge or notice of information to indicate that the transaction is fraudulent. You agree to indemnify and hold us, our affiliates, directors, officers, employees, and agents harmless from and against all losses, liabilities, cost, damages and expenses (including reasonable attorneys’ fees and cost of litigation) to which we may be subject or that we may incur in connection with any claims that might arise from or out of your use of RDC.

• Indemnification by Licensor Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement or (b) that use of the Licensed Marks by Licensee in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed).