By Both. ClearGov and Customer both represent and warrant that (i) each has full power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement is a legal, valid and binding obligation, enforceable against each Party in accordance with its terms; and (iii) entering into this Agreement will not knowingly violate any laws, regulations or third-party contracts.
By Both. LinkedIn and Customer both represent and warrant that (i) each has full power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms; and (iii) entering into this Agreement will not violate any laws, regulations or third party contracts.
By Both. ClearGov and You both represent and warrant that
By Both. ClearGov and Customer both represent and warrant that (i) each has full power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement is a legal, valid and binding obligation, enforceable against each Party in accordance with its terms; and (iii) entering into this Agreement will not knowingly violate the Agreement or any laws, regulations or third-party contracts. Indemnification by ClearGov. At ClearGov’s cost, ClearGov agrees to indemnify, hold harmless and defend Customer against any cost, loss or expense (including attorney’s fees) resulting from any claims by third parties for loss, damage or injury (each, a “Claim”) arising out of or relating to (i) ClearGov’s breach of any term, condition, representation or warranty of this Agreement, (ii) ClearGov’s violation of any third party rights in connection with the ClearGov Service or (iii) ClearGov’s violations of applicable laws, rules or regulations in connection with the ClearGov Service. In such a case, Customer will provide ClearGov with written notice of such Claim. Customer shall cooperate as fully as reasonably required in the defense of any Claim. Customer reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by ClearGov. Notwithstanding the foregoing, unless the settlement involves no cost, loss or continuing liability to Customer, ClearGov shall not settle any Claim, without the written consent of Customer, such consent not to be unreasonably withheld.
By Both. From and after the Effective Date, (i) Quidel shall indemnify and hold harmless Xxxxxxx and its Affiliates for 50% of any and all Joint Losses paid by Xxxxxxx or any of its Affiliates to a Third Party, and (ii) Xxxxxxx shall indemnify and hold harmless Quidel and its Affiliates for 50% of any and all Joint Losses paid by Quidel or any of its Affiliates to a Third Party (other than a Governmental Entity).
By Both. Parties Each Party shall indemnify and hold harmless the other Party and its affiliates, and all of their respective directors, officers, shareholders, members, managers, employees, agents, successors and assigns, from and against the full amount of any and all claims, losses, damages, liabilities, injuries, costs and expenses (including without limitation, court costs and reasonable attorney and accountant fees) arising from, in connection with, or incident to any breach or violation of any of the representations, warranties, covenants or agreements of such Party contained in this Agreement. The Party asserting a claim subject to this provision shall give prompt written notice to the breaching Party setting forth in reasonable detail the basis upon which such claim for indemnity is made.
By Both. Each Party represents and warrants to the other that, to the best current knowledge of the Party making the representation, the Sensor Technology (in the case of Cygnus) or the Thick Film Technology (in the case of DuPont), when used in accordance with the assignments and licenses granted under this Agreement, does not infringe any valid and enforceable patent, copyright, trade secret or other proprietary right of any third party as of the Effective Date of this Agreement.
By Both. SwiftComply and Customer both represent and warrant that (i) each has full power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement is a legal, valid and binding obligation, enforceable against each Party in accordance with its terms; and (iii) entering into this Agreement will not knowingly violate the Agreement or any laws, regulations or third-party contracts.
