No Warranties; Indemnification. 1. Affiliate agrees to indemnify, defend and hold harmless the Company/its contractor, its directors, officers, employees, service providers and contractors from and against any and all liability, claims, costs, expenses, injuries and losses, including reasonable attorneys' fees and costs, arising directly or indirectly in connection with Affiliate's operations or website or out of any disputes between Affiliate and any other party relating to this Agreement, the Site(S), the Affiliates activity or to services provided by Company/its contractor.
No Warranties; Indemnification. 8.1 To the fullest extent permitted under applicable law, notwithstanding anything to the contrary, IG disclaims all warranties, express or implied, including but not limited to all implied warranties of non-infringement, merchantability and fitness for a particular purpose, with respect to the Programme, the Site(s), links in the Site(s), or the Site(s) being accessible or free of errors, viruses or security threats.
8.2 The Marketing Partner agrees to indemnify, defend and hold harmless IG and any member of the IG Group, their directors, officers, shareholders, employees, service providers and suppliers from and against any and all liability, claims, costs, expenses, injuries and losses, including reasonable legal fees and costs, arising directly or indirectly in connection with Marketing Partner’s breach of any terms of this Agreement, operations or website or out of any disputes between Marketing Partner and any other party relating to this Agreement, the Site(s), the Marketing Partner’s activity or to services provided by IG or any member of the IG Group. IG may deduct such amounts to indemnify the IG Group, its directors, officers, shareholders, employees, service providers and suppliers for any claims, arising or resulting from or relating, the matters brought forth in this clause 8.2 from any outstanding Marketing Partner Fee due to the Marketing Partner and held by IG and/or any other funds whatsoever due to the Marketing Partner and held by IG.
No Warranties; Indemnification. 14.1 Although the Contractor will use reasonable endeavors to carry out the Scientific Project in accordance with Annex 3, the Contractor does not undertake that any research will lead to any particular result, nor does it guarantee a successful outcome to the Scientific Project. The Contractor accepts no liability or responsibility for any use which may be made by the Commission of the Results, nor for any reliance which may be placed by the Commission on any Results, nor for advice or information given in connection with any Results.
14.2 The Contractor declares that it does not know of any intellectual property rights of third parties which might be infringed in the execution of this Contract. Should, contrary to the Contractor’s expectation, claims be raised against the Commission charging it with infringement of intellectual property rights, the Contractor shall hold harmless the Commission and shall indemnify it to the full extent of any damages or awards arising from such claims.
14.3 The Commission shall give the Contractor due notice in writing of any charges of infringement brought against the Commission and of the filing of any suit for infringement of intellectual property rights of third parties due to the execution of this Contract, and, without prejudice to the immunity enjoyed by the Commission as an international organisation from every form of legal process, including enforcement and execution, the Commission shall give the Contractor the opportunity to defend the Commission against the said suit at its discretion and shall not, without the Contractor’s consent in writing, make any admission or consent to any claim of any third party, which might be prejudicial to the Contractor’s position.
14.4 The Contractor shall indemnify, hold and save harmless and defend at its own expense the Commission, its officers, agents, servants and employees from and against all suits, claims, demands and liability of any nature or kind, including cost and expenses arising out of acts or omissions of the Contractor or its employees or subcontractors in the performance of the Contract. This requirement shall extend, inter alia, to claims or liabilities in the nature of workers’ compensation and to claims or liabilities pertaining to intellectual property rights. The obligations under this Section do not lapse upon termination of the Contract.
No Warranties; Indemnification. THE IPSCS ARE PROVIDED TO RECIPIENT “AS IS”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FCDI DISCLAIMS ALL REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE IPSCS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE Or NON- INFRINGEMENTS. To the fullest extent permitted under applicable law, RECIPIENT shall be solely responsible for RECIPIENT’S receipt, use, storage, transfer or disposal of the iPSCs and their derivatives. Unless prohibited by law from doing so, RECIPIENT agrees to defend, hold harmless and indemnify FCDI and its licensor, Wisconsin Alumni Research Foundation, for all liabilities, claims, demands, damages, costs, expenses and losses (including reasonable attorneys’ fees) arising out of RECIPIENT'S use for any purpose of the RESEARCH MATERIAL; provided, however, that, in the case of any claim alleging infringement of any third party’s intellectual property rights relating to any method or process by which the iPSCs were derived or made, FCDI shall have the right to elect, upon notice to Recipient and subject to RECIPIENT’s foregoing indemnity and hold harmless obligation, to conduct the defense of such claim.
No Warranties; Indemnification. 10.1. To the fullest extent permitted under Applicable Law, notwithstanding anything to the contrary, AxiTrader disclaims all warranties, express or implied, including but not limited to all implied warranties of non- infringement, merchantability and fitness for a particular purpose, with respect to the program, the Sites, links in the Sites, or the Sites being accessible or free of errors, viruses or security threats.
10.2. Affiliate agrees to indemnify, defend and hold harmless AxiTrader, the Group, its directors, officers, employees, service providers and suppliers from and against any and all liability, claims, costs, expenses, injuries and losses, including reasonable attorneys’ fees and costs, arising directly or indirectly in connection with Affiliate’s operations or website or out of any disputes between Affiliate and any other party related directly or indirectly to this Agreement, the Sites, the Affiliates activity or to services provided by AxiTrader. AxiTrader may deduct such amounts to indemnify the Group, its directors, officers, employees, service providers and suppliers for any claims, arising or resulting from or relating, the matters brought forth in this clause10.2 from any outstanding Affiliate Fee due to the Affiliate and held by AxiTrader and/or any other funds whatsoever due to the Affiliate and held by AxiTrader.
No Warranties; Indemnification. A. SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO ANY TRANSITION SERVICE OR THE PERFORMANCE THEREOF.
B. Service User shall indemnify and hold harmless Service Provider and its Affiliates and their respective directors, officers, employees and agents (collectively, "DOEAs") from and against any and all Losses incurred by Service Provider, its Affiliates or their respective DOEAs as a result of the performance of the Transition Services; provided, however, the foregoing indemnity shall not apply to any such Losses to the extent caused by acts or omissions of Service Provider, its Affiliates or their respective DOEAs constituting gross negligence or willful misconduct. The above indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, losses, liabilities, damages and expenses.
C. Service Provider shall indemnify and hold harmless Service User, its Affiliates and their respective DOEA's from and against any and all Losses actually incurred by Service User, its Affiliates or their respective DOEA's to the extent but only to the extent arising out of any acts or omissions of Service Provider or its Affiliates constituting willful misconduct. However, in no event shall Service Provider be liable to Service User for special, consequential, punitive or exemplary damages. Service Provider and its Affiliates shall have no liability to Service User or any of its Affiliates or any of their respective DOEA's for any Losses arising out of this Agreement except as expressly provided in the Section 9(c).
D. Notwithstanding anything to the contrary contained herein, to the extent that Service Provider utilizes third parties to provide Transition Services hereunder, Service Provider shall not have any liability to Service User or their respective DOEAs for the acts and omissions of such Third Party Suppliers; provided, however, if Service User, any of its Affiliates or any of their respective DOEAs suffer Losses, due to an act or omission of a Third Party Supplier which constitutes gross negligence or willful misconduct, Service Provider will first present a claim to the Third Party Sup...
No Warranties; Indemnification. YOU UNDERSTAND AND AGREE THAT THE SITE AND THE SITE CONTENT ARE PROVIDED "AS IS" AND FLOURISH, ITS AFFILIATES, SUPPLIERS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. FLOURISH, ITS AFFILIATES AND THIRD PARTY LICENSORS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE ACCURACY OR RELIABILITY OF ANY SITE CONTENT, OR THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR OTHERWISE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. USE OF THE SITE IS AT YOUR SOLE RISK. You agree to indemnify and hold harmless Flourish, its affiliates, officers, directors, employees, consultants, agents and third party licensors from any and all claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from your use of the Site, your content, feedback or communications submitted to or through the Site, or your violation of this Agreement.
No Warranties; Indemnification. XXXX makes no warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose of the Licensed Products and/or Processes, grant of the Patent, validity of the Patent (whether issued or pending) and scope of its claims, and the absence of other defects. Nothing in this Agreement shall be construed as warranty given by XXXX that the practice of the License by COMPANY shall not infringe intellectual property rights of third parties. XXXX shall not be liable for any direct, consequential, or other damages suffered by COMPANY, any sublicensee, or any others resulting from the use of the Licensed Products and/or Processes. Before the commercialization of any product and/or service using directly or indirectly a Licensed Product and/or a Licensed Process, it is the sole responsibility of COMPANY to undertake such investigations and tests as are necessary to the development of such product and/or service. COMPANY will decide at its own discretion to market such product and/or service. COMPANY shall be solely responsible for any claims of third parties in connection with such commercialization. COMPANY agrees to indemnify, defend, and hold XXXX harmless against any such claim brought against XXXX. To this end, COMPANY agrees to maintain a liability insurance program consistent with sound business practice.
No Warranties; Indemnification. 9.1. To the fullest extent permitted under Applicable Laws, notwithstanding anything to the contrary, the Company disclaims all warranties, express or implied, including but not limited to all implied warranties of non-infringement, merchantability and fitness for a particular purpose, with respect to the Affiliate Program, the main website(s), links in the main website(s) or the main website(s) being accessible or free of errors, viruses or security threats.
9.2. The Affiliate agrees to indemnify, defend and hold harmless the Company, its directors, officers, shareholders, employees, service providers and suppliers from and against any and all liability, claims, costs, expenses, injuries and losses, including reasonable legal fees and costs, arising directly or indirectly in connection with the Affiliate’s breach of any terms of this Agreement, operations or website or out of any disputes between the Affiliate and any other party relating to this Agreement, the Main Website(s), the Affiliate’s activity or to services provided by the Company. The Company may deduct such amounts to indemnify the Company, its directors, officers, shareholders, employees, service providers and suppliers for any claims arising, or resulting from, or relating, to the matters brought forth in this clause, from any outstanding Affiliate’s Commission due to the Affiliate and held by the Company and/or any other funds whatsoever due to the Affiliate and held by the Company.
9.3. The Company shall not be in breach of this Agreement and shall not be liable or have responsibility of any kind for any loss or damage incurred by the Affiliate as a result of any total or partial failure, interruption or delay in the performance of this Agreement occasioned by any act of God, fire, war, civil commotion, labor, dispute, act of government, state, governmental or supranational body or authority, or any investment exchange and/or clearing house, inability to communicate with market makers for whatever reason, failure of any computer dealing system or any other breakdown or failure of transmission in communication facilities of whatever nature between the Company and the Affiliate or any other third party whatsoever, or any other reason (whether or not similar in kind to any of the above) beyond the Company’s reasonable control (a “Force Majeure Event”).
No Warranties; Indemnification. 12.1. Affiliate agrees to indemnify, defend and hold harmless the Company/ Libertex, its directors, officers, employees, service providers and contractors from and against any and all liability, claims, costs, expenses, injuries and losses, including reasonable attorneys' fees and costs, arising directly or indirectly in connection with Affiliate's operations or website or out of any disputes between Affiliate and any other party relating to this Agreement, the Site, the Affiliates activity or to services provided by Company/Libertex.
