INDEMNITIES AND WARRANTY. The Receiving Party represents and warrants as follows: it complies and shall continue to comply with all relevant health and safety legislation applicable to the protection of staff and service users on its premises and/or under its direction or care; it shall provide a safety induction relevant to its organisation to the Staff Members including but not limited to fire evacuation procedures and local environment induction; it shall provide appropriate training and shadowing to prepare the Staff Members for the duties they are asked to undertake including a job essential induction, providing the information necessary to allow the Staff Members to provide the Services, including but not limited to location of supplies and equipment, access to care plans, name of supervisor, details of relevant policies; it shall provide the Staff Members with adequate personal protective equipment to practise safely in the environment they are working. The Receiving Party shall not require the Staff Members to undertake any duties that they reasonably consider to be outside their capabilities and/or that they feel inadequately trained and/or prepared for. It is not intended that TUPE will apply to the arrangements provided for in this Agreement, and it is understood and agreed by the Parties that TUPE does not apply. It is intended that the Staff Members shall remain employed by the Employing Party as at the date of this Agreement. If, contrary to the intentions, understanding and agreement of the Parties, at any time during this Agreement any contract of employment between any Staff Member and the Employing Party is found to have effect as if originally made between the Receiving Party and the Staff Member as a result of the provisions of TUPE, then the Employing Party shall act reasonably in facilitating the transfer of the staff member(s) to the Receiving Party. All employee relations matters, including grievance, disciplinary, leave, sickness and/or performance relating to Staff Members shall be dealt with by the Employing Party. The Employing Party and Receiving Party shall cooperate at all times with any such employment processes, including in ensuring the timely provision of information sought, and securing the involvement and attendance of witnesses in investigations and internal meetings and hearings. The Receiving Party shall have day-to-day control of the Staff Members’ activities whilst they are deployed and providing the Services under the terms of this Agreeme...
INDEMNITIES AND WARRANTY. 4.1 Licensor hereby represents and warrants that:
(a) Licensor has not entered into agreements or commitments which are inconsistent with or conflict with the rights granted to Licensee herein; and
(b) the Licensed Data shall be free and clear of all liens and encumbrances, and Licensee shall he entitled to use the Licensed Data without disturbance.
4.2 If notified promptly in writing of any judicial action brought against Licensee based on an allegation that Licensee’s use of the Licensed Data infringes a United States patent, copyright, trademark, mask work or any rights of a third party or constitutes misuse or misappropriation of a trade secret (Infringement), Licensor will defend such action at its own expense and will pay the costs and damages (including reasonable legal fees) awarded in any such action or the cost of settling such action. Licensor shall have control of the defense of any such action and all negotiations for its settlement or compromise, and Licensee shall timely notify Licensor in writing of any such action and provide Licensor (at Licensor’s expense) with reasonable assistance as required in assisting Licensor in defending such actions. If notified promptly in writing of any informal claim (other than a judicial action) brought against Licensee based on an allegation that Licensee’s use of the Licensed Data constitutes Infringement, Licensor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Licensor shall have control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction shall be obtained against Licensee’s use of the Licensed Data by reason of Infringement, or in Licensor’s opinion be likely to become the subject of a claim of Infringement, Licensor may at its option and expense either
(a) procure for Licensee the right to continue to use the Licensed Data as contemplated hereunder, or
(b) replace or modify the Licensed Data to make its use hereunder non-infringing while being capable of performing the same function. If neither (a) nor (b) can be accomplished after Licensor has used its commercial best efforts to accomplish, Licensor shall refund to GM all license fees paid for the affected Licensed Data for the remaining portion of the term. Licensee shall have the right to participate in the defense of any such claim at its own expense through counsel of its choice. Licensor will have no indemnity obligation un...
INDEMNITIES AND WARRANTY. 4.1 Customer will indemnify and hold harmless Boeing from and against all claims, suits, actions, liabilities, damages, costs and expenses for any actual or alleged infringement of any patent issued or equivalent right under the laws of any country arising out of or in any way connected with any sale, purchase, use, ownership, delivery, transfer, storage or other activity associated with any of the BFE purchased as part of this Letter Agreement.
4.2 Customer will indemnify and hold harmless Boeing from and against all claims and liabilities, including costs and expenses (including attorneys’ fees) incident thereto or incident to successfully establishing the right to indemnification, for injury to or death of any person or persons, including employees of Customer but not employees of Boeing, or for loss of or damage to any property, including any aircraft, arising out of or in any way connected with the performance by Boeing of services or other obligations under this Letter Agreement and whether or not arising in tort or occasioned in whole or in part by the negligence of Boeing.
4.3 Boeing makes no warranty other than warranty of such title to the BFE as has been transferred by Customer to Boeing pursuant to this Letter Agreement. The exclusion of liabilities and other provisions of the AGTA are applicable to this Letter Agreement.
4.4 For the purposes of the Indemnities and Warranty contained in this section 4 of this Letter Agreement, the term “Boeing” includes The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each, and their directors, officers, employees and agents. Boeing Purchase of Buyer Furnished Equipment BOEING PROPRIETARY Very truly yours, AGREED AND ACCEPTED this Date THE BOEING COMPANY By Its Attorney-In-Fact CHINA SOUTHERN AIRLINES COMPANY LIMITED By Its CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD. By Its Boeing Purchase of Buyer Furnished Equipment BOEING PROPRIETARY China Southern Airlines Company Limited (SELLER) in consideration of the promise of THE BOEING COMPANY (BUYER) to pay to SELLER U.S. Dollars ($ ) hereby sells to BUYER the goods described in the “Schedule of Buyer Furnished Equipment” attached hereto (BFE). Such payment by BUYER will be made concurrently with delivery to of and payment for the aircraft bearing Manufacturer’s Serial No. on which the BFE is installed. SELLER warrants to BUYER that it has good title to the BFE free and clear of all liens, encumbrances and rights ...
