REPRESENTATION, WARRANTIES AND INDEMNIFICATION. 8.1 The Publisher warrants to the Licensee that the Licensed Material and all Intellectual Property Rights therein are owned by or licensed to the Publisher and that the Licensed Material used as contemplated in this Agreement does not infringe any Intellectual Property Rights of any natural or legal person. The Publisher agrees that the Licensee shall have no liability and the Publisher will indemnify, defend and hold the Licensee harmless against any and all damages, liabilities, claims, causes of action, legal fees and costs incurred by the Licensee in defending against any third party claim of Intellectual Property Rights infringements or threats of claims thereof with respect of the Licensee's or Authorised Users use of the Licensed Material, provided that:
(1) the use of the Licensed Material has been in full compliance with the terms and conditions of this Agreement; (2) the Licensee provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Licensee co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim.
8.2 The Publisher reserves the right to change the presentation or user facilities and to make changes in any software used to make the Licensed Material available at their sole discretion. The Publisher will notify the Licensee of any substantial change to the Licensed Material.
8.3 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material, the Publisher makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material including (without limitation) the fitness of such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by the Licensee or Authorised Users as a result of their reliance on the Licensed Material.
8.4 In no circumstances will the Publisher be liable to the Licensee for any loss resulting from a cause over which the Publisher does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors.
8.5 The Licensee agrees to notify the Publisher immediately, provide full particulars in the event that it becomes aware of...
REPRESENTATION, WARRANTIES AND INDEMNIFICATION. 12.1 The Licensee represents and warrants that it has sufficient authority and rights to enter into and perform its obligations under this Agreement.
12.2 The Licensor warrants to the Licensee that the Licensed Product and all intellectual property rights therein are owned by or licensed to the Licensor and that the Licensed Product used as contemplated in this Agreement do not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Licensor agrees that the Licensee shall have no liability and the Licensor will indemnify, defend and hold the Licensee harmless against any and all damages, liabilities, claims, causes of action, attorneys' fees and costs incurred by the Licensee in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Licensee's use of the Licensed Product or any other use of the Licensed Product in accordance with this Agreement, provided that: (1) the use of the Licensed Product has been in full compliance with the terms and conditions of this Agreement AND (2) the Licensee(s) provide the Licensor with prompt notice of any such claim or threat of claim AND (3) the Licensee co-operates fully with the Licensor in the defence or settlement of such claim; and (4) the Licensor has sole and complete control over the defence or settlement of such claim.
REPRESENTATION, WARRANTIES AND INDEMNIFICATION. 1. The Publisher warrants to the Institution that the Licensed Material and all intellectual property rights therein are owned by or licensed to the Publisher and that the Licensed Material used as contemplated in this Licence does not infringe any intellectual property rights of any natural or legal person.
2. The Publisher reserves the right to change the content (including removal of a journal on ceasing to have the right to publish), presentation, user facilities or availability of parts of the Licensed Material and to make changes in any software used to make the Licensed Material available at their sole discretion. The Publisher will notify the Institution of any substantial change to the Licensed Material.
3. While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material, the Publisher makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material including (without limitation) the fitness of such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material.
4. In no circumstances will the Publisher be liable to the Institution for any loss resulting from a cause over which the Publisher does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors.
5. The Institution agrees to notify the Publisher immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed Material and do all things reasonably required to assist the Publisher in such claims. It is expressly agreed that upon such notification, or if the Publisher becomes aware of such a claim from other sources, the Publisher may remove such work(s) from the Licensed Material. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Licence.
6. Nothing in this Licence shall make the Institution liable for breach of the terms of this Licence by any Authorised User provided that the Institution did not cause, knowingly assist or condone the continuation o...
REPRESENTATION, WARRANTIES AND INDEMNIFICATION. 11.1 The Publisher warrants to the Members that the Licensed Material and all Intellectual Property Rights therein are owned by or licensed to the Publisher and that the Licensed Material used as contemplated in this Agreement shall not infringe any Intellectual Property Rights or other rights of any natural or legal person. The Publisher agrees that the Members shall have no liability and the Publisher will indemnify, defend and hold the Members harmless against any and all damages, liabilities, claims, causes of action, legal fees and costs incurred by any Member in defending against any third party claim of Intellectual Property Rights infringements or threats of claims thereof with respect to the Member’s or its Authorised Users’ use of the Licensed Material, provided that:
11.1.1 the use of the Licensed Material has been in full compliance with the terms and conditions of this Agreement;
11.1.2 the Member provides the Publisher with prompt notice of any such claim or threat of claim;
11.1.3 the Member co-operates fully with the Publisher in the defence or settlement of such claim; and
11.1.4 the Publisher has sole and complete control over the defence or settlement of such claim.
11.2 The Publisher reserves the right to change the content of all or any part of the Licensed Material (including removal of an entire journal on ceasing to have the right to publish), presentation, user facilities or availability of parts of the Licensed Material and to make changes in any software used to make the Licensed Material available at their sole discretion. The Publisher will notice to the Members of any substantial change to the Licensed Material.
11.3 Each Member agrees to notify the Publisher immediately and to provide all information available in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed Material and it shall do all things reasonably required to assist the Publisher in such claims, and such Member shall be reimbursed on demand for all expenses incurred in doing so. It is expressly agreed that upon such notification, or if the Publisher becomes aware of such a claim from other sources, the Publisher may remove such work(s) from the Licensed Material. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Agreement.
11.4 Nothing in this Agreement shall make any Member liable for breach of the ter...
REPRESENTATION, WARRANTIES AND INDEMNIFICATION. 1. The Publisher warrants to the Licensee that the licensed material and all Intellectual Property Rights therein are owned by or licensed to the Publisher and that the licensed material used as contemplated in this Licence Agreement does not infringe any Intellectual Property Rights of any natural or legal person. The Publisher agrees that the Licensee shall have no liability and the Publisher will indemnify, defend and hold the Licensee harmless against any and all damages, liabilities, claims, causes of action, legal fees and costs incurred by the Licensee in defending against any third party claim of Intellectual Property Rights infringements or threats of claims thereof with respect of the Licensee"s, the Institution's or Authorised Users use of the licensed material, provided that:
a. The use of the licensed material has been in full compliance with the terms and conditions of this Licence Agreement;
b. The Licensee provides the Publisher with prompt notice of any such claim or threat of claim;
c. The Licensee co-operates fully with the Publisher in the defence or settlement of such claim; and
d. The Publisher has sole and complete control over the defence or settlement of such claim.
2. The Publisher reserves the right to change the content (including removal of an entire journal on ceasing to have the right to publish), presentation, user facilities or availability of parts of the licensed material and to make changes in any software used to make the licensed material available at their sole discretion. The Publisher will use commercially reasonable efforts to notify the Licensee of any substantial change to the licensed material.
3. While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the licensed material, the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in, or any part of, the licensed material including (without limitation) the fitness of such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by the Licensee, an Institution or Authorised Users as a result of their reliance on the licensed material
4. In no circumstances will the Publisher be liable to the Licensee for any loss resulting from a cause over which the Publisher does not have direct control, including but not limited to failure of electronic or mechanical equipment or communicati...
REPRESENTATION, WARRANTIES AND INDEMNIFICATION. Subject to the Limitations set forth elsewhere in this Licence:
REPRESENTATION, WARRANTIES AND INDEMNIFICATION. 10.1 The Publisher warrants to the Institution that the Licensed Material and all intellectual property rights therein are owned by or licensed to the Publisher and that the Licensed Material used as contemplated in this Licence does not infringe any intellectual property rights of any natural or legal person. The Publisher agrees that the Institution shall have no liability and the Publisher will indemnify, defend and hold the Institution harmless against any and all damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's or Authorised Users use of the Licensed Material, provided that:
i) the use of the Licensed Material has been in full compliance with the terms and conditions of this Licence; ii the Institution provides the Publisher with prompt notice of any such claim or threat of claim;
REPRESENTATION, WARRANTIES AND INDEMNIFICATION. 13.1 Each Party represents to the other Parties hereto that:
a. Such Party has the full power and authority to enter into, execute and deliver this Agreement and to perform its obligations and the transactions contemplated hereby and, if such Party is not a natural Person, such Party is duly incorporated or organized and validly existing under the Laws of the jurisdiction of its incorporation or organization, having full power and authority to enter into and perform its obligations under this Agreement.
b. The execution and delivery by such Party of this Agreement and the performance by such Party of its obligations and the transactions contemplated hereunder has been duly authorized by all necessary corporate or other action of such Party.
c. the execution and delivery of this Agreement by such Party and their promises, agreements or undertakings under this Agreement do not violate any law, rule, regulation or order applicable to such Party or violate or contravene the provisions of or constitute a default under any documents, contracts, agreements or any other instruments to which such Party is a party or which is applicable to such Party.
13.2 The Incubatees shall indemnify, defend and hold harmless the IIML-EIC its directors, partners, employees, agents and representatives (an “Indemnified Party”) from and against any and all damages, losses, liabilities, obligations, claims of any kind, interest, costs, taxes or expenses (including without limitation, reasonable attorney’s fees and expenses) suffered or incurred, directly (excluding any consequential losses) by any Indemnified Party as a result of any failure to perform or breach of any provision or term of this Agreement.
REPRESENTATION, WARRANTIES AND INDEMNIFICATION. Subject to the Limitations set forth elsewhere in this Agreement:
REPRESENTATION, WARRANTIES AND INDEMNIFICATION. 11.1 While Publisher makes an effort to ensure the accuracy of content posted online, Publisher does not warrant or guarantee its accuracy, completeness, merchantability, or fitness to a particular purpose. Publisher expressly disclaims any warranty that access to the Licensed Materials online will be uninterrupted or free of errors that defects will be corrected, or that Publisher Servers are free of viruses, worms, or other elements harmful to your computer system. In no case shall Publisher's aggregate liability for any content or accessibility problems with the site exceed the amount of subscription fees paid for the Licensed Materials during 12-month period preceding any claim or notice of damages.
11.2 Neither party shall be liable in damages or have the right to terminate this License for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including but not limited to uncontrollable acts of nature, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, and/or any other cause beyond the reasonable control of the party whose performance is affected.
