Representation, warranties and indemnification. 1. The Publisher guarantees 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 License Agreement does not infringe any Intellectual Property Rights of any natural or legal person.
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:
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: - The use of the licensed material has been in full compliance with the terms and conditions of this Licence Agreement; - The Licensee provides the Publisher with prompt notice of any such claim or threat of claim; - The Licensee co-operates fully with the Publisher in the defence or settlement of such claim; and - The Publisher has sole and complete control over the defence or settlement of such claim.
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.
Representation, warranties and indemnification. 10.1 The Publisher warrants to the Licensee that it is entitled to grant the licence in this Agreement and that the use of the Licensed Material as contemplated in this Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that the Licensee and Authorised Institutions shall have no liability and the Publisher will indemnify, defend and hold the Licensee and Authorised Institutions harmless against any and all direct damages, liabilities, claims, causes of action, attorneys' fees and costs incurred by the Licensee or Authorised Institutions in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Licensee's and Authorised Institution's 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 Licence; (2) the Licensee and Authorised Institution(s) provide the Publisher with prompt notice of any such claim or threat of claim; (3) the Licensee and Authorised institutions co- operate 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.
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:
Representation, warranties and indemnification. 10.1 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.
Representation, warranties and indemnification. 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. Subject to the Limitations set forth elsewhere in this Licence:
Representation, warranties and indemnification. 12.1 Except for the Open Access Material published under this Agreement, 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 as reasonably necessary 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. This Clause shall survive termination of this Agreement for any reason.
