INDEMNITIES AND WARRANTIES. 7.1 Subject to the Retirement Scheme Law, the Member indemnifies and agrees to hold harmless and will keep indemnified and hold harmless ICML from all actions, suits, claims, demands, proceedings, liabilities, costs and expenses whatsoever which may be taken or made against ICML in respect of the Services, provided that, in so acting or omitting to act, ICML is not guilty of fraud, willful misconduct or gross negligence.
7.2 The indemnity contained in the above clause shall extend to all directors, officers, agents and staff from time to time of ICML and every person, including any corporate person, nominated by ICML who may perform any of the Services and notwithstanding that there may be some defect in its appointment or qualification or authority.
7.3 The Member confirms and warrants that he or she:
7.3.1 Has full legal capacity to enter into the Agreement.
7.3.2 Is not an Excluded Individual.
7.3.3 Will not act in a fiduciary capacity for any other person in relation to the Services without the prior written consent of ICML.
7.3.4 Has taken legal and tax advice with regard to the Services. ICML does not advise on legal and tax implications which may affect the Member. The Member hereby confirms that ICML has not given any advice and has made no representations or warranty as to its ability to advice on legal and taxation matters. Consequently, the Member recognises that it is their responsibility to obtain legal and tax advice and the Member therefore confirms that the appropriate legal and tax advice will be obtained from time to time as required and that the Member will, at all times, conduct their financial affairs in a lawful manner.
7.3.5 Will promptly supply any required information and due diligence documentation as and when requested by ICML.
7.4 ICML shall not be liable to the Member in respect of anything done or omitted to be done by ICML under the Agreement. Provided that this provision shall have no application to any liability for death or personal injury arising from ICML’s negligence or the negligence of any indemnified person or arising as a result of fraud or willful default on ICML’s part or the part of any indemnified person.
INDEMNITIES AND WARRANTIES. 10.1 The Customer is itself responsible for the use of the Additional Services of Inter8 and the results of these Additional Services. Customer will never use the Additional Services and the results of these Additional Service in violation with applicable law and/or legislation, and agrees in particular not use these for the handling and delivery of mass unsolicited e-mail. Inter8 does not guarantee the correctness, integrity, reliability or completeness of any result or consequence of the Additional Services.
10.2 Inter8 does not guarantee that the results of the Additional Services function without interruptions. Inter8 also does not guarantee that the results are applicable for any specific purpose.
10.3 Unless otherwise agreed Inter8 will not be responsible for the purchase and/or proper operation of the infrastructure of the Customer or that of third parties. Inter8 will not be liable for damage or costs due to transmission errors, failures or non-availability of computer, data or telecommunication facilities, including Internet.
10.4 Unless otherwise agreed the Customer will itself be responsible for the instructions to and use by users, irrespective of whether such users are in an authority relationship with the Customer.
10.5 The Customer guarantees the correctness, completeness and actuality of all information, materials, software, procedures and instructions which the Customer provides to Inter8 for the implementation of the Additional Agreement, both before entering into the Additional Agreement and during the currency thereof.
10.6 The Customer guarantees that there are no rights of third parties which preclude making information, equipment, software, data or other materials available to Inter8 for the purpose of use, adaptation, installation or incorporation by Inter8. The Customer indemnifies Inter8 against all damage and costs which Inter8 may suffer or incur due to a claim by a third party based on the allegation that such making available, use, adaptation, installation or incorporation infringes any right of that third party.
10.7 Inter8 does not guarantee that the information security will be effective under all circumstances. In the absence of an expressly specified level of security in the Additional Agreement, the security will be of a standard that is not unreasonable having regard to the state of the art, the sensitivity of the data and the costs associated with the introduction of the security.
10.8 If Inter8 allocates access or ide...
INDEMNITIES AND WARRANTIES. 17.1 Prana hereby releases and indemnifies and will continue to release and indemnify the University, its officers, employees and agents from and against all actions, claims, proceedings or demands (including those brought by third parties) which may be brought against it or them, whether on their own or jointly with Prana and whether at common law, in equity or pursuant to statute or otherwise, in respect of any loss, death, injury, illness or damage (whether personal or property, and whether direct or consequential, including consequential financial loss) and any infringement of copyright, patents, trade marks, designs or other Intellectual Property Rights, howsoever arising out of Prana’s exercise of its rights under this Agreement or Exploitation of any Project Technology and from and against all damages, costs and expenses incurred in defending or settling any such claim, proceeding or demand; except to the extent that any such liability may arise from the negligent or fraudulent acts or omissions of the University.
17.2 Prana’s obligation to indemnify the University and its officers, employees and agents set out in clause 17.1 is a continuing obligation separate and independent of Prana’s other obligations and will survive expiration or where relevant, earlier termination of this Agreement.
INDEMNITIES AND WARRANTIES. The Vendor is liable for and indemnifies Tasracing against all loss (including legal costs and expenses on a solicitor/own client basis), liability and claims by any person, arising directly or indirectly from or in connection with any one or more of the following: (a) the breach of any Laws by the Vendor; (b) the breach of any provision of these Terms and Conditions by the Vendor; (c) the breach of any third party Intellectual Property Rights; and (d) the negligence of the Vendor.
INDEMNITIES AND WARRANTIES. 11.1 You indemnify us against all injury, losses, damages and costs the Bank may suffer or incur on your behalf relating to your use of WhatsApp Messenger to access our services, any compromise of your confidential, personal and financial information or unauthorised communication whether given by you or any person authorised to act on your behalf.
11.2 You furthermore indemnify the Bank against any damages, liability, claims or demand by third parties arising from your access to banking or financial services in terms of this Agreement.
11.3 We make no representations and give no warranties, guarantees or undertakings to you concerning the use of WhatsApp Messenger, except as expressly set out in this Agreement. All other implied warranties, by law or otherwise, are excluded from this Agreement.
INDEMNITIES AND WARRANTIES. 1. The District will not be responsible for any injury or damage to Permitee or any contractor, architect, engineer, employer, principal, agent, employee, volunteer, or other person or entity working on behalf of Permitee, either (a) as an owner of the Premises or (b) as a result of Permitee's exercise of this Permit, presence on the Premises, or activities while on the Premises or in conjunction with the Project. Permitee waives all claims, whether in tort, contract, or strict liability, or pursuant to statute, including without limitation premises liability and negligence, that Permitee may have or acquire against the District arising from or relating to Permitee's activities under this Permit, Permitee's presence on the Premises, or Permitee's activities on the Premises.
2. Permitee will protect, indemnify, and defend the District and its directors, agents, and employees and hold them harmless from and against all claims, actions, damages, injuries, costs, financial losses, or expenses incidental to the investigation and defense thereof, based in whole or in part on or arising out of the acts or omissions of Permitee or the use of or presence on the Premises by Permitee or those acting on Permitee's behalf or under its control (including without limitation volunteers) for (a) personal injury, bodily injury, property damage, or death or (b) loss of damage to, alteration of; or custody of the Premises, except to the extent that liability arises solely out of the willful misconduct of the District.
INDEMNITIES AND WARRANTIES. Each party undertakes to indemnity other parties to allow for recovery of costs by an ‘innocent’ party from a culpable one, if a claim is brought or regulatory action is taken due to a fault of the culpable party. For instance, where a data breach occurs, the breaching Party shall indemnify the relevant Party against and compensate for any loss (financial or otherwise) that the relevant Party sustains due to any failure by the breaching Party or employees or sub-contractors to act in accordance with the terms of this Agreement and relevant legislation.
INDEMNITIES AND WARRANTIES. You are liable for and indemnify Grasscity Forums completely against any damages and costs which Grasscity Forums suffers or makes as a result of (a claim of a third party resulting from) (i) an attributable breach of the XXXX by you
INDEMNITIES AND WARRANTIES. Vulcan indemnifies Boliden for any breach of the Agreement, including a breach of the warranties contained in the Agreement, environmental liabilities and for any taxes that should have been paid before closing. Vulcan provides warranties which are standard for an agreement of this nature. Altona guarantees the performance of Vulcan’s obligations under the Agreement, including its payment and indemnity obligations.
INDEMNITIES AND WARRANTIES. 5.1 BD's Indemnity. BD agrees to indemnify, defend and hold LASERSIGHT, its officers, directors, shareholders and employees harmless against any and all liability, loss, damages, cost or expenses (including reasonable attorneys' fees and legal disbursements) that LASERSIGHT may incur, suffer or be required to pay as a consequence of a third party claim or suit brought against LASERSIGHT or its subsidiaries, divisions, affiliates, officers, directors, shareholders or employees arising out of or with respect to (i) BD's breach of the terms of this Agreement, or (ii) defects in the manufacture of the Products.
