REPRESENTATION, WARRANTIES AND INDEMNITIES. The Publisher warrants to the Institution that: all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and the content of the Licensed Material is not unlawful. The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. In relation to any claim made or action brought to which Clause 18.2 applies, the Institution shall: promptly give the Publisher written notice; give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.2; and give the Publisher all reasonable assistance with the defence and settlement of such claim. The indemnity in Clause 18.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. 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 in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 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. In relation to any claim or action referred to in Clause 18.2, or any other claim...
REPRESENTATION, WARRANTIES AND INDEMNITIES. 12.1 The Publisher warrants to the Subscribing 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 person.
12.2 The Publisher agrees to indemnify, defend and hold the Subscribing Institution harmless against any and all damages, liabilities, claims, causes of action, legal fees and costs incurred by the Subscribing Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the 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 Agreement;
ii) the Subscribing Institution provides the Publisher with prompt notice of any such claim or threat of claim;
iii) the Subscribing Institution co-operates fully with the Publisher in the defence or settlement of such claim; and
iv) the Publisher has sole and complete control over the defence or settlement of such claim.
12.3 The indemnity in Clause 12.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Subscribing Institution or any Authorised User.
12.4 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 in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clause 12.2 the Publisher accepts no liability for loss suffered or incurred by the Subscribing Institution or Authorised Users as a result of their reliance on the Licensed Material.
12.5 The Subscribing 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. F...
REPRESENTATION, WARRANTIES AND INDEMNITIES. 9.1. EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENCE, THE LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF DESIGN, ACCURACY OF THE INFORMATION CONTAINED IN THE LICENSED MATERIALS, MERCHANTABILITY OR FITNESS OF USE FOR A PARTICULAR PURPOSE. THE LICENSED MATERIALS ARE SUPPLIED ‘AS IS’.
9.2. UNDER NO CIRCUMSTANCES SHALL THE LICENSOR BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO AUTHORISED USERS, FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE INABILITY TO USE, OR THE USE OF, THE LICENSED MATERIALS EXCEPT WHERE LICENSOR IS NOT PERMITTED TO LIMIT OR EXCLUDE ITS LIABILITY UNDER THE APPLICABLE LAW. IRRESPECTIVE OF THE CAUSE OR FORM OF ACTION, THE LICENSOR’S AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF ANY BREACH OF THIS LICENCE SHALL IN NO CIRCUMSTANCES EXCEED THE FEE PAID BY LICENSEE TO THE LICENSOR UNDER THIS LICENCE IN RESPECT OF THE SUBSCRIPTION PERIOD DURING WHICH SUCH CLAIM, LOSS OR DAMAGE OCCURRED. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
9.3. THE LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD THE LICENSOR HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, COSTS, LIABILITY AND EXPENSES (INCLUDING REASONABLE LEGAL AND PROFESSIONAL FEES) ARISING OUT OF ANY CLAIM OR LEGAL ACTION TAKEN AGAINST THE LICENSOR RELATED TO OR IN ANY WAY CONNECTED WITH ANY USE OF THE LICENSED MATERIALS BY THE LICENSEE OR AUTHORISED USERS OR ANY FAILURE BY THE LICENSEE TO PERFORM ITS OBLIGATIONS IN RELATION TO THIS LICENCE, PROVIDED THAT NOTHING IN THIS LICENCE SHALL MAKE THE LICENSEE LIABLE FOR BREACH OF THE TERMS OF THE LICENCE BY ANY AUTHORISED USER PROVIDED THAT THE LICENSEE DID NOT CAUSE, KNOWINGLY ASSIST OR CONDONE THE CONTINUATION OF SUCH BREACH TO CONTINUE AFTER BECOMING AWARE OF AN ACTUAL BREACH HAVING OCCURRED.
REPRESENTATION, WARRANTIES AND INDEMNITIES. 19.1 The Publisher warrants to the Institution that all intellectual property rights in the Licensed Material are validly licensed to the Publisher and that Publisher or its affiliates’ licences provide that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person;
19.2 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 in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 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.
19.3 Nothing in this Licence shall make the Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that (I) the Institution took commercially reasonable steps to ensure that that User complies with the terms of this Licence; and (ii) the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred.
REPRESENTATION, WARRANTIES AND INDEMNITIES. 19.1 Each party warrants, represents and undertakes that:
19.1.1 it has full capacity and authority to enter into and perform this Licence;
19.1.2 there are no actions, or regulatory investigations pending or, to that party's knowledge, threatened that might affect the ability of that party to meet its obligations under this Licence;
19.1.3 it has obtained and will for the duration of this Licence, maintain all licences, rights, permissions, and consents required to lawfully and properly perform its obligations under this Licence;
19.1.4 in relation to this Licence and its subject matter, neither it nor any of its employees, sub-contractors or agents or others performing services on its behalf has done (or agreed to do) or will do (or agree to do) anything which constitutes a breach by that party of the Bribery Legislation;
19.1.5 it will and require that each of its sub-contractors will, at all times during the Term comply with Modern Slavery Legislation;
19.1.6 it will not engage in any activity, practice or conduct which would constitute either:
a) a UK tax evasion facilitation offence under section 45(1) of the Tax Evasion Legislation; or
b) a foreign tax evasion facilitation offence under section 46(1)
REPRESENTATION, WARRANTIES AND INDEMNITIES. Contractor warrants that Contractor is and, at all times during the term of this Agreement, shall remain duly licensed or commissioned, as applicable, as a notary public in the jurisdictions(s) where Contractor will be performing Contractor's duties under this Agreement. Contractor recognizes that its timely performance of services is essential to the continued, efficient operations of 1st Party's business. Contractor warrants that it will not respond or take an order to perform services hereunder unless Contractor can perform the required services in the time frame specified by 1st Party. Contractor is required to remain in contact with 1st Party regarding the status of each active job order assigned to Contractor. Contractor agrees to defend, indemnify and hold harmless 1st Party and its employees and agents from any and all claims and damages of every kind, of injury to or death of any person or persons and for damages to or loss of property, arising out of or attributed, indirectly or directly, to services performed under this Agreement. This hold harmless shall include all costs of courts, expenses of suit and attorney's fees, in addition to any recovery whether by settlement or trial on the merits.
REPRESENTATION, WARRANTIES AND INDEMNITIES. The Publisher warrants to the Institution that: all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and the content of the Licensed Material is not unlawful. The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Sub-Licence infringes the intellectual property rights of that third party.
REPRESENTATION, WARRANTIES AND INDEMNITIES. 9.1 Further and in addition to any other warranty and or representation provided by the Introducer within the present Agreement, Introducer hereby warrants to Amana to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. The Introducer’s entry to this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.
9.2 The Introducer hereby irrevocably waives its rights to, and shall indemnify Amana and any member of Amana for, any claim or demand made against Amana or any member of Amana, their directors, officers, shareholders, employees or against any Site infringement of a third party’s intellectual property by the Introducer.
9.3 The Introducer hereby irrevocably waives its rights to, and shall indemnify Amana and any member of Amana for, any claim or demand made against Amana or any member of Amana, their directors, officers, shareholders, employees or against any Site for any direct or indirect fraudulent, deceptive, manipulative or otherwise illegal activity connected to fraudulent traffic constituted through the accounts of Introduced Clients. Further and in addition to any other remedy in law and equity, Amana will have the right to render the Tracking URLs assigned to such Introducer inoperative, and immediately block Introducer’s access to the Program, with no payment of any accrued Introducer Fees.
9.4 Notwithstanding the above specific indemnifications, the Introducer hereby indemnifies and holds Amana, and all of Amana shareholders, officers, directors, employees, contractors, Introducers, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that Amana may incur and which are based in whole or in part upon the Introducer participation in the Introducer Program, any claims that any of the Introducer trademarks and other proprietary material infringe upon the rights of any other party, the Introducer breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Introducer Progr...
REPRESENTATION, WARRANTIES AND INDEMNITIES. 13.1 Jisc Collections represents and warrants that it has the right to grant the Sub-Licence and that the use of the Licensed Material by the Institution and Authorised Users in accordance with the terms of this Sub-Licence shall not infringe the copyright of any third party. The latter shall not apply to improper usage of the Licensed Material by the Institution or Authorised Users. Jisc Collections makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Licensed Material, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information.
13.2 Subject to the above and to the extent permitted by law, Jisc Collections shall not be liable to the Institution for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Institution as a result of an action brought by a third party.
13.3 While Airbus and Jisc Collections have no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material neither Airbus nor Jisc Collections make any representation or give any warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses13.2,Airbus and Jisc Collections accept no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material.
13.4 In relation to any claim or action referred to in Clause 13.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, Airbus may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.45 (Withdrawing Material) or Clause 13.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Sub- Licence.
13.5 Nothing in this Sub-Licence shall make the Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Sub-Licence, provided that the In...
REPRESENTATION, WARRANTIES AND INDEMNITIES
