Common use of REPRESENTATION, WARRANTIES AND INDEMNIFICATION Clause in Contracts

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. 1. The Publisher warrants to the Licensee that the licensed material Licensed Material and all Intellectual Property Rights therein are owned by or licensed to the Publisher and that the licensed material 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’s, the Institution's or Authorised Users use of the licensed materialLicensed Material, provided that: - The use of the licensed material 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. 1. The Publisher warrants to the Licensee that the licensed material Licensed Material and all Intellectual Property Rights therein are owned by or licensed to the Publisher and that the licensed material 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 materialLicensed Material, provided that: - The use of the licensed material 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.