Indemnification and Warranty. The Parties shall at all times comply with all applicable laws, statutes, ordinances, rules, regulations and other governmental requirements. The Parties agree to indemnify and hold the each other, its directors and officers, and its agents and employees, harmless from any and all claims, causes of action, losses, damage, liabilities, costs and expenses, including attorney fees, arising from the death of or injury to any person, from damage to or destruction of property, or from breach of the warranties in this Section, arising from the provision of Services by each other, its agents or employees.
Indemnification and Warranty. 9.1 Ampersand hereby releases and agrees to hold Invirion harmless and indemnify and defend Invirion from any and all claims, including, but not limited to, product liability claims, actions, losses, damages and liability resulting from or arising out of the manufacture, use or sale by Ampersand of the PRODUCT.
9.2 To the best of Invirion's knowledge and belief, the manufacture, use, and sale of the PRODUCTS and/or MEDICAL TECHNOLOGY will not infringe any valid and enforceable patents owned by others and that it is the lawful owner of the MEDICAL TECHNOLOGY and has the full right to transfer and/or convey the MEDICAL TECHNOLOGY to Ampersand free from any claims from others.
Indemnification and Warranty. (a) ROCHE agrees to indemnify and hold harmless HGS, its directors, officers, employees, shareholders and agents (each an "Indemnitee"), against any and all actions, claims (specifically including, but not limited to, any damages based on product liability claims), suits, losses, demands, judgments, and other liabilities (including attorney's fees until ROCHE assumes the defense as described below) asserted by third parties, government and non-government, resulting from or arising out of ROCHE's activities under this Agreement, and/or Research conducted by ROCHE and/or any Product or Target Product which is manufactured, used or sold by or on behalf of ROCHE or a Licensee. If any such claims or actions are made, HGS shall be defended at ROCHE's sole expense by counsel selected by ROCHE and reasonably acceptable to HGS provided that HGS may, at its own expense, also be represented by counsel of its own choosing.
(b) ROCHE's indemnification hereunder shall not apply to any liability, damage, loss or expense of an Indemnitee to the extent that it is attributable to the negligence or intentional misconduct (including breach of warranty) by the Indemnitee, in which case HGS shall indemnify and hold harmless ROCHE under the same terms and conditions as required of ROCHE hereunder.
(c) ROCHE shall have the right to control the defense, settlement or compromise of any such action; however, no settlement or compromise shall be made without the consent of HGS which consent shall not be unreasonably withheld.
9.2 HGS and ROCHE warrant to each other that it has the full right and authority to enter into this Agreement and that it is not aware of any impediment which would inhibit its ability to perform any of its obligations.
Indemnification and Warranty. 10.1 Green Tree hereby agrees that it will indemnify and hold harmless Manufacturer, its agents, employees, successors and assigns, and all other persons, firms or corporations liable or claimed to be liable through Manufacturer because of any failure by Green Tree to comply with any state or federal laws.
10.2 Green Tree warrants that:
(a) All requests for floorplan Commitments shall be processed through and recommended by Manufacturer's various plants.
(b) Reporting of Dealer activity shall be provided by Green Tree upon written request by Manufacturer, but not more frequently than every sixty (60) days.
(c) Original invoices and MSO's shall be held by Green Tree, unless otherwise provided by law.
(d) Green Tree shall inspect Manufacturer's Pre-Sold Units held by Dealers at 30-45 day intervals.
10.3 Manufacturer warrants, with respect to each Pre-Sold Unit shipped, that:
(a) Its invoice represents a bona fide order by Dealer.
(b) The Pre-Sold Unit has been delivered to Dealer.
(c) Title to each Pre-Sold Unit is free and clear of all liens and encumbrances.
(d) Its invoice is true and accurate and does not include items not sold with Pre-Sold Unit.
(e) Its invoice complies with the Truth in Invoicing Practices Statement.
(f) Its invoice compliance with all applicable state and federal laws.
10.4 Manufacturer and Green Tree hereby mutually agree to notify the other party immediately of any material problem and/or sold-out-of-trust situations of which it is aware with respect to any of Manufacturer's Dealers.
Indemnification and Warranty. You warrant that all information provided by you is complete and accurate.
Indemnification and Warranty. A. Licensor makes no warranty with respect to the use of the Work by Licensee. In no event shall Licensor be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the use of the Work by Licensee or within the scope of this Agreement.
Indemnification and Warranty. E&S warrants that IP herein licensed is sufficient for the Ri5000 chipset as currently developed in the prescribed field of use. The listing of licensed technology will be updated as of the Closing Date to reflect any additional E&S patents or applications that cover technology embodied within the Ri5000 chipset as currently developed. Upon the sale and distribution of the Ri5000 chipset by RealVision, if certain intellectual property owned by E&S that is necessary for the sale of the Ri5000 chipset as currently developed in the prescribed field of use has been omitted from the license, E&S will take reasonable steps to add such intellectual property to the license. Further, E&S warrants that patents and other IP it controls as listed in Appendix B are licensable without encumbrance or duty for RV to pay consideration to any third party. E&S accepts sole responsibility for the enforcement of its IP rights, and for defense of any infringement, invalidity, or other related claims brought against RV in connection with use of licensed E&S IP. E&S indemnifies RV from direct expenses of legal claims brought against RV for their use of E&S IP, but accepts no responsibility for lost business or stoppage of work in connection with IP disputes. E&S makes these assertions on the basis of full cooperation of RV in any IP legal proceeding.
Indemnification and Warranty. Subtenant shall indemnify, defend and hold Sublandlord, its agents, directors, officers and employees harmless from and against any and all losses, claims, judgments, demands, costs, expenses (including, without limitation, attorneys’ fees), damages or liabilities incurred by Sublandlord arising out of, from or in connection with (i) the use or occupancy of the Premises, or (ii) any breach or default by Subtenant under this Sublease. Sublandlord shall indemnify, defend and hold Subtenant, its agents, directors and employees harmless from and against any and all losses, claims, judgments, demands, costs, expenses (including, without limitation, attorneys’ fees), damages or liabilities incurred by Subtenant arising out of, from or in connection with any breach or default by Sublandlord under this Sublease or any breach or default by Sublandlord under the Master Lease, except to the extent due to any breach of this Sublease by Subtenant.
Indemnification and Warranty. The Artist represents and warrants that she has the full right, power and authority to enter into this Agreement, to carry out the terms, and to grant Thankster the rights described hereunder, free and clear of all claims and obligations to third parties, and agrees to indemnify and hold Thankster harmless from and to all claims from any party on account of breach of this provision.
Indemnification and Warranty. 1. MPE, SLC and Brothers III shall jointly and severally indemnify and hold the City harmless from and against any and all claims, causes of action, or liabilities (including legal fees and expenses), known or unknown, arising out of the Town Lift Agreement and Amendments 1-4 prior to the date on which PC II bought an undivided 50% interest in the Property.
2. MPE, SLC, and Brothers III and Park City II shall jointly and severally indemnify and hold the City harmless from and against any and all claims, causes of action or liabilities (including legal fees and expenses), known or unknown, arising out of the Town Lift Agreement and Amendments 1-4 between the date on which Park City II bought an undivided 50% interest in the Property up to the Real Estate Closing.
3. City shall indemnify and hold MPE, SLC, and Brothers III harmless from and against any and all claims, causes of action, or liabilities (including legal fees and expenses), known or unknown, arising out of the Town Lift Agreement and Amendments 1-4 after the Real Estate Closing.
4. Assignor acknowledges and warrants that all obligations attributed to them under the Town Lift Agreement and Amendments 1-4 have been satisfied and that no such obligations are being assigned to Assignee with the exception of: 1) the obligation set forth in Section 1 of the Town Lift Agreement for Assignee to lease to the successor-in-interest to GPCC, for the term stated therein, the property identified in the incorporated Exhibit A, which obligation shall be limited to the extent that the Property that Assignee is purchasing pursuant to the Purchase Agreement is located within the property identified in said Exhibit A; 2) any implied obligation of good faith to cooperate with rights of other parties thereto; and 3) Assignee’s responsibility for its affirmative acts of negligence with respect to the Property.
5. In addition to accepting assignment of the aforementioned obligations, Xxxxxxxx agrees that it shall not take any action with respect to the use of the Property that impedes or limits access to the Town Lift Base.
6. Assignors, jointly and severally, make the following warranty which is material to the City and which is effective as of the Effective Date and will be effective as of the date of the Real Estate Closing, and shall survive the Real Estate Closing for one year: There are no monetary obligations under the Town Lift Agreement and Amendments 1-4 except as may be referenced therein.
