Common use of Representations Warranties and Indemnification Clause in Contracts

Representations Warranties and Indemnification. (a) Co-Host represents and warrants to NAI that Co-Host has all right, title, ownership interest and/or marketing rights necessary to provide the advertising materials to NAI, to perform its obligations hereunder and to operate the Destination. Each party further represents and warrants to the other that it has not entered into any agreements or commitments which are inconsistent with or in conflict with the rights granted or obligations incurred by the representing party in this Agreement. Co-Host further represents and warrants that the advertising materials supplied hereunder do not infringe any Covered Country (hereinafter defined) copyright, trademark, or trade secret right. Covered Country shall mean the United States of America and any member state of the European Economic Union. Co-Host agrees that, if notified promptly in writing and given sole control of the defense and all related settlement negotiations, it will defend NAI, its employees, officers and agents, against any claim based on an allegation that (i) advertising materials supplied hereunder infringes a Covered Country patent, copyright, trademark or state trade secret right, or (ii) Co-Host violated any law, statute or ordinance or any governmental or administrative order, rule or regulation with regard to the advertising materials, the operation of the Destination or the manufacture, possession, distribution, use or sale of the Goods. Co-Host will pay any resulting costs, damages and attorneys' fees finally awarded by a court, or agreed to in settlement by Co-Host, with respect to any such claims. NAI agrees that, if the advertising materials become, or in Co-Host's opinion are likely to become, the subject of an infringement claim, NAI will permit Co-Host, at Co-Host's option and expense, to, among other things, procure the right for NAI to continue marketing and using the advertising materials, or to replace or modify them so that they become non-infringing. (b) NAI represents and warrants that NAI has all right, title, ownership interest and/or marketing rights necessary to operate the Originating Locations, provide the Products to Co-Host, and the Products shall be free and clear of all liens and encumbrances. NAI further represents and warrants that it has not entered into any agreements or commitments which are inconsistent with or in conflict with the rights granted to Co-Host in this Agreement. NAI further represents and warrants that the Products supplied hereunder do not infringe any Covered Country patent, copyright, trademark, or trade secret right. NAI agrees that, if notified promptly in writing and given sole control of the defense and all related settlement negotiations, it will defend Co-Host, its employees, officers and agents against any claim based on an allegation that (i) a Product supplied hereunder infringes a Covered Country patent, copyright, trademark or trade secret right, or (ii) NAI violated any law, statute or ordinance or any governmental or administrative order, rule or regulation with regard to a Product or its manufacturer, possession, use or sale. NAI will pay any resulting costs, damages and attorneys' fees finally awarded by a court, or agreed to in settlement by NAI, with respect to any such claims to the extent of the compensation received under this Agreement. Co-Host agrees that, if the Products in the inventory of Co-Host, or the operation thereof, become, or in NAI's opinion are likely to become, the subject of an infringement claim, Co-Host will permit NAI, at NAI's option and expense, to, among other things, procure the right for Co-Host to continue marketing and using such Products, or to replace or modify them so that they become non-infringing. If neither of the foregoing alternatives is available on terms that NAI xxxxx xxxsonable, Co-Host will return such Products on written request from NAI. NAI will grant Co-Host a credit equal to the price paid by Co-Host for such returned Products, as adjusted for discounts, returns and credits actually given, provided that such returned Products are in an undamaged condition. NAI will have no obligation to Co-Host with respect to infringement of patents, copyrights, trademarks or trade secrets or other proprietary rights beyond that stated in this Section 9(b).

Representations Warranties and Indemnification. (a) Co-Host represents and warrants to NAI that Co-Host has all right, title, ownership interest and/or marketing rights necessary to provide the advertising materials to NAI, to perform its obligations hereunder and to operate the Destination. Each party further represents and warrants to the other that it has not entered into any agreements or commitments which are inconsistent with or in conflict with the rights granted or obligations incurred by the representing party in this Agreement. Co-Host further 8.1 Licensee represents and warrants that it has or will obtain all necessary rights to issue, list and trade the advertising materials supplied hereunder do not infringe Index Products and to promote the same, other than the rights obtained by Licensee from ICE Data under this Agreement. Licensee represents and warrants that each Index Product shall be issued, listed and traded in accordance with all applicable legal requirements in all material respects and without violation of any Covered Country third party Intellectual Property rights. Licensee will defend, indemnify, and hold harmless ICE Data and its Affiliates, and its and their respective officers, directors, employees and agents against any and all claims, demands, actions, suits, proceedings or damages (hereinafter definedincluding the reasonable costs of defense inclusive of attorneys’ fees) copyrightarising from or relating to the Index Products, trademarkany acts or omissions of Licensee, or trade secret right. Covered Country in connection with this Agreement (including the Exhibits hereto, each of which is hereby incorporated herein and made a part hereof). 8.2 Upon receipt of a notice of a claim, demand, action, suit, or proceeding, ICE Data shall: (a) promptly give notice thereof to the Licensee; (b) to the extent commercially reasonable, ICE Data shall mean cooperate fully with the United States Licensee in the defense thereof at Licensee’s sole cost and expense (such cooperation does not require and is without waiver by either party of America attorney/client, work product, or other privilege); and any member state of (c) the European Economic Union. Co-Host agrees that, if notified promptly in writing and given sole Licensee shall have control of the defense and all related settlement negotiations, it will defend NAIprovided, its employeeshowever, officers and agents, against any claim based on an allegation that (i) advertising materials supplied hereunder infringes a Covered Country patentLicensee will keep ICE Data informed in writing and provide ICE Data with an opportunity to advise and comment on substantive matters, copyrightin sufficient time prior to any deadline dates, trademark or state trade secret rightand Licensee shall in good faith consider and incorporate all advice and comments provided by ICE Data, or and (ii) Cothe Licensee shall not settle any claim, demand, action, suit or proceeding involving relief other than the payment of money without the consent of the ICE Data. A failure of ICE Data to comply with the foregoing shall not vitiate the Licensee’s defense and indemnification obligations. The indemnification provisions set forth herein are not intended to, and shall not, create any rights or causes of action on behalf of any third parties. Nothing in this Agreement prevents ICE Data from retaining its own counsel within its sole discretion to represent solely its interests; provided that the fees associated with such counsel are the sole responsibility of ICE Data. 8.3 The Data is provided on an "as-Host violated is" basis without warranties or representations of any kind. Notwithstanding any other provision herein, ICE Data shall have no liability based on any express or implied warranties and conditions of any kind, including without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non- infringement, merchantability, satisfactory quality, merchantable quality or fitness for any particular purpose or those arising by law, statute or ordinance or any governmental or administrative orderstatute, rule or regulation with regard to the advertising materials, the operation usage of the Destination or the manufacture, possession, distribution, use or sale of the Goods. Co-Host will pay any resulting costs, damages and attorneys' fees finally awarded by a courttrade, or agreed course of dealing. ICE Data assumes no responsibility to in settlement by Co-Host, with respect to any such claims. NAI agrees that, if the advertising materials become, or in Co-Host's opinion are likely to become, the subject of an infringement claim, NAI will permit Co-Host, at Co-Host's option and expense, to, among other things, procure the right for NAI to continue marketing and using the advertising materialsLicensee, or to replace any third party for the consequences of any errors or modify them so that they become non-infringingomissions. 8.4 In addition, and without limiting any and all limitations of liability and disclaimers contained herein, ICE Data shall not be liable or responsible in any way for any damages, liability, losses or costs: (a) arising from reliance on any Data; (b) NAI represents and warrants that NAI has all rightresulting from any delays, titleinaccuracies, ownership interest and/or marketing rights necessary to operate errors or omissions in the Originating Locations, provide the Products to Co-Host, and the Products shall be free and clear of all liens and encumbrances. NAI further represents and warrants that it has not entered into any agreements or commitments which are inconsistent with Data or in conflict with the rights granted to Co-Host in this Agreement. NAI further represents and warrants transmission thereof; (c) resulting from any threats or claims asserted by any third parties that the Products supplied hereunder do not infringe any Covered Country patent, copyright, trademark, or trade secret right. NAI agrees that, if notified promptly in writing and given sole control Licensee’s use of the defense and all related settlement negotiationsData is in violation of any of such third party’s rights or rights of any other person or entity, it will defend Co-Host, its employees, officers and agents against including but not limited to misappropriation or infringement of any claim based on an allegation that (i) a Product supplied hereunder infringes a Covered Country patent, copyright, trademark or trade secret right, Intellectual Property rights; or (iid) NAI violated incurred as a result of the non-performance, interruption or termination for any law, statute or ordinance or any governmental or administrative order, rule or regulation with regard to a Product or its manufacturer, possession, use or sale. NAI will pay any resulting costs, damages and attorneys' fees finally awarded by a court, or agreed to in settlement by NAI, with respect to any such claims reason whatsoever of access to the extent of the compensation received under this Agreement. Co-Host agrees that, if the Products in the inventory of Co-Host, or the operation thereof, become, or in NAI's opinion are likely to become, the subject of an infringement claim, Co-Host will permit NAI, at NAI's option and expense, to, among other things, procure the right for Co-Host to continue marketing and using such Products, or to replace or modify them so that they become non-infringing. If neither of the foregoing alternatives is available on terms that NAI xxxxx xxxsonable, Co-Host will return such Products on written request from NAI. NAI will grant Co-Host a credit equal to the price paid by Co-Host for such returned Products, as adjusted for discounts, returns and credits actually given, provided that such returned Products are in an undamaged condition. NAI will have no obligation to Co-Host with respect to infringement of patents, copyrights, trademarks or trade secrets or other proprietary rights beyond that stated in this Section 9(b)Data.

Representations Warranties and Indemnification. (a) Co-Host represents and warrants to NAI that Co-Host has all right, title, ownership interest and/or marketing rights necessary to provide the advertising materials to NAI, to perform its obligations hereunder and to operate the Destination. Each party further represents and warrants Subject to the other Covenants and Conditions stipulated in Exhibit A attached and the terms of the Proces Verbal related to the Property, also included in Exhibit A, you represent and warrant that it has not entered into any agreements or commitments which are inconsistent with or in conflict with you have title to the rights granted or obligations incurred property and the right to consign the Property for sale by the representing party in this Agreement. Co-Host further represents us and warrants that the advertising materials supplied hereunder do not infringe any Covered Country (hereinafter defined) copyright, trademark, or trade secret right. Covered Country shall mean Property is and will until the United States of America and any member state completion of the European Economic Union. Co-Host agrees that, if notified promptly in writing and given sole control of the defense and all related settlement negotiations, it will defend NAI, its employees, officers and agents, against any claim based on an allegation that (i) advertising materials supplied hereunder infringes a Covered Country patent, copyright, trademark or state trade secret right, or (ii) Co-Host violated any law, statute or ordinance or any governmental or administrative order, rule or regulation with regard to the advertising materials, the operation of the Destination or the manufacture, possession, distribution, use or sale of the Goods. Co-Host will pay any resulting costs, damages and attorneys' fees finally awarded by a court, or agreed to in settlement by Co-Host, with respect to any such claims. NAI agrees that, if the advertising materials become, or in Co-Host's opinion are likely to become, the subject of an infringement claim, NAI will permit Co-Host, at Co-Host's option and expense, to, among other things, procure the right for NAI to continue marketing and using the advertising materials, or to replace or modify them so that they become non-infringing. (b) NAI represents and warrants that NAI has all right, title, ownership interest and/or marketing rights necessary to operate the Originating Locations, provide the Products to Co-Host, and the Products shall us be free and clear of all liens liens, claims, encumbrances of others of whatever nature and encumbrancesthat good title and right of possession of the Property will pass to the buyer free of all such liens, claims, encumbrances of whatever nature, and that there are not and, until the completion of the sale by us, there will not be any restriction or claims against us prohibiting or restricting our right to offer the Property by public bid or to photograph, reproduce photographs or exhibit the Property for sale. NAI Consignor grants to Guernsey’s the right to illustrate and photograph the Property and to use such photographs, illustrations or images at any time before or after the sale and for the purpose of promoting the sale of the Property. You further represent the authenticity, history, and condition of the Property, as set forth on the annexed inventory hereof or in any documentation supplied by you to us. Consignor represents and warrants to Guernsey’s that it (a) Consignor has no reason to believe that the Property is not entered into authentic or is counterfeit, (b) the Property is not “confiscated Property” within the meaning of any agreements United States federal or commitments which are inconsistent state laws, (c) Consignor’s consignment to and authorization of Guernsey’s to sell the Property is in full compliance with or all United States federal and state laws, and (d) the exportation, if any, of the Property from any foreign country has been in conflict full conformity with the rights granted to Co-Host laws of such country and the importation of the Property into the United States has been or will be in this Agreementfull conformity with the laws of the United States. NAI further represents and warrants You acknowledge that the Products supplied hereunder do not infringe any Covered Country patent, copyright, trademark, or trade secret rightrepresentations and warranties herein are for the benefit of Guernsey’s and buyers of the Property and that we are relying on the foregoing representations and warranties in accepting this consignment. NAI agrees that, if notified You agree that such representations and warranties are of a continuing nature and shall survive the completion of the transactions contemplated by this agreement. You agree to notify us promptly in writing of any event or circumstances that may cause the foregoing representation and given sole control warranties to be in doubt, false, inaccurate or violated in any way. Each party to this agreement hereby agrees to indemnify and hold harmless the other party from and against any and all claims, damage, loss or expense, inclusive of reasonable attorneys’ fees, which it may incur by reason of the defense and all related settlement negotiationsother party’s breach or alleged breach of any of its obligations, it will defend Co-Host, its employees, officers and agents against any claim based on an allegation that (i) a Product supplied hereunder infringes a Covered Country patent, copyright, trademark warranties or trade secret right, or (ii) NAI violated any law, statute or ordinance or any governmental or administrative order, rule or regulation with regard to a Product or its manufacturer, possession, use or salerepresentations herein. NAI will pay any resulting costs, damages and attorneys' fees finally awarded by a court, or agreed to in settlement by NAI, with respect to In the event of any such claims to the extent successful claim by third parties arising out of the compensation received under this Agreement. Co-Host agrees thatyour breach of or alleged breach of your obligations, if the Products warranties or representations herein which results in the inventory rescission of Co-Hosta sale or return of proceeds of sale, or the operation thereof, become, or you shall be obligated to still pay Guernsey’s withdrawal fees as set forth in NAI's opinion are likely to become, the subject of an infringement claim, Co-Host will permit NAI, at NAI's option and expense, to, among other things, procure the right for Co-Host to continue marketing and using such Products, or to replace or modify them so that they become non-infringing. If neither of the foregoing alternatives is available on terms that NAI xxxxx xxxsonable, Co-Host will return such Products on written request from NAI. NAI will grant Co-Host a credit equal to the price paid by Co-Host for such returned Products, as adjusted for discounts, returns and credits actually given, provided that such returned Products are in an undamaged condition. NAI will have no obligation to Co-Host with respect to infringement of patents, copyrights, trademarks or trade secrets or other proprietary rights beyond that stated in this Section 9(b)14 below.

Representations Warranties and Indemnification. (a) Co-Host Supplier hereby represents and warrants that, at the time of delivery to NAI that Co-Host Cardinal’s destinations designated in Cardinal’s orders the Products are and shall be manufactured and delivered to Cardinal in conformity with the Federal Food, Drug and Cosmetic Act, as amended, and all other applicable laws, rules, and regulations. *** Certain information on this page has all right, title, ownership interest and/or marketing rights necessary to provide been omitted and filed separately with the advertising materials to NAI, to perform its obligations hereunder and to operate the DestinationCommission. Each party further represents and warrants Confidential treatment has been requested with respect to the other that it has not entered into any agreements or commitments which are inconsistent with or in conflict with the rights granted or obligations incurred by the representing party in this Agreementomitted portions. Co-Host further represents and warrants that the advertising materials supplied hereunder do not infringe any Covered Country (hereinafter defined) copyrightEXCEPT FOR THE FOREGOING WARRANTY, trademarkSUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, or trade secret right. Covered Country shall mean the United States of America and any member state of the European Economic Union. Co-Host agrees thatEXPRESS, if notified promptly in writing and given sole control of the defense and all related settlement negotiationsIMPLIED OR OTHERWISE, it will defend NAI, its employees, officers and agents, against any claim based on an allegation that AND SPECIFICALLY DISCLAIMS (i) advertising materials supplied hereunder infringes a Covered Country patentANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO PRODUCTS, copyright, trademark or state trade secret right, or AND (ii) Co-Host violated any lawANY LIABILITY WITH RESPECT TO ANY PRODUCTS THAT, statute or ordinance or any governmental or administrative orderAFTER DELIVERY TO CARDINAL, rule or regulation with regard to the advertising materialsCARDINAL HAS ALTERED, the operation of the Destination or the manufactureMODIFIED OR TAMPERED WITH, possessionSUBJECT TO MISUSE, distributionNEGLIGENCE OR OTHERWISE DAMAGED, use or sale of the GoodsOR HAVE BEEN STORED, HANDLED, OR USED IN A MANNER CONTRARY TO APPLICABLE LAWS OR REGULATIONS OR SUPPLIER’S DIRECTION. Co-Host will pay any resulting costs, damages and attorneys' fees finally awarded by a court, or agreed to in settlement by Co-Host, with respect to any such claims. NAI agrees that, if the advertising materials become, or in Co-Host's opinion are likely to become, the subject of an infringement claim, NAI will permit Co-Host, at Co-Host's option and expense, to, among other things, procure the right for NAI to continue marketing and using the advertising materials, or to replace or modify them so that they become non-infringing. (b) NAI represents and warrants that NAI has all right, title, ownership interest and/or marketing rights necessary to operate the Originating Locations, provide the Products to Co-Host, and the Products shall be free and clear of all liens and encumbrances. NAI further Supplier farther represents and warrants that it has not entered into any agreements is and throughout the term of this Agreement shall be an Authorized Manufacturer or commitments which are inconsistent with Exclusive Distributor of the Products. For purposes of this Section 10, “Authorized Manufacturer” means a person or entity that (a) is authorized to engage in conflict the manufacture, preparation, propagation, compounding, or processing, of the Products, as reflected in a registration with the United States Food and Drug Administration (“FDA”), or (b) submits listing information for the Products directly to the FDA and has been assigned a Labeler Code; and “Exclusive Distributor” means, in cases where an Authorized Manufacturer does not currently, and has no current plans to, directly supply the Products to Cardinal, the person or entity through whom the Authorized Manufacturer distributes or sells the Products. If Supplier provides the Products to Cardinal as an Exclusive Distributor, Supplier will also provide (x) documentation on the Authorized Manufacturer’s letterhead that indicates that the Authorized Manufacturer does not currently, and has no current plans to, supply the Products directly to Cardinal and (y) documentation on Supplier’s letterhead that Supplier has and will only purchase the Products directly from the Authorized Manufacturer. If Supplier acquires the rights granted as the Authorized Manufacturer of the Products, Supplier will provide written documentation to Co-Host Cardinal of the consummation of the acquisition to support sales of the Products under the existing NDC number. Supplier shall defend, indemnify, and hold harmless Cardinal and its affiliates, subsidiaries, directors, officers, employees and representatives from and against any and all third party claims, liabilities, losses, damages, costs, and expenses (including without limitation reasonable attorneys’ fees) arising directly or indirectly out of: (a) the breech of any representation or warranty set forth in this Section; (b) the fraud, intentional misconduct, omission or negligence of Supplier; (c) the manufacture, marketing, testing, shipping, sale, possession or use of the Products (occluding any claim, liability, loss, damage, cost or expense shown to be attributable to Cardinal’s intentional misconduct or negligence in handling such Products); (d) “class of trade” pricing, if any maintained by, Supplier from and after the effective date of this Agreement, including without limitation those arising out of Cardinal’s administration of Supplier Contracts; and (e) any intellectual property infringement actions (including patent, trademark, service xxxx, copyright trade dress, trade secret and other proprietary rights) brought by a third party in connection with Cardinal’s distribution of Products hereunder. The warranty and indemnification provisions of this Section shall survive any termination or expiration of this Agreement. NAI further represents *** Certain information on this page has been omitted and warrants that filed separately with the Products supplied hereunder do not infringe any Covered Country patentCommission. Confidential treatment has been requested with respect to the omitted portions. Cardinal shall defend, copyrightindemnify, trademarkand held harmless Supplier and its affiliates, or trade secret right. NAI agrees thatsubsidiaries, if notified promptly in writing directors, officers, employees and given sole control of the defense representatives from and all related settlement negotiations, it will defend Co-Host, its employees, officers and agents against any claim based on an allegation that Claims, to the extent arising directly or indirectly out of (ia) a Product supplied hereunder infringes a Covered Country patent, copyright, trademark or trade secret rightCardinal’s breach of this Agreement, or (iib) NAI violated any lawthe fraud, statute intentional misconduct or ordinance negligent act or any governmental omission of Cardinal; provided that Cardinal shall have no duty to indemnify, defend or administrative order, rule or regulation with regard to a Product or its manufacturer, possession, use or sale. NAI will pay any resulting costs, damages and attorneys' fees finally awarded by a court, or agreed to in settlement by NAI, with respect to any such claims hold harmless under this paragraph to the extent of that Supplier, its affiliates, subsidiaries, directors, employees or representatives caused or contributed to the compensation received under this Agreement. Co-Host agrees that, if the Products in the inventory of Co-Host, or the operation thereof, become, or in NAI's opinion are likely to become, the subject of an infringement claim, Co-Host will permit NAI, at NAI's option and expense, to, among other things, procure the right for Co-Host to continue marketing and using such Products, Claims or to replace or modify them so the extent that they become non-infringingSupplier is obligated to indemnify Cardinal under the preceding paragraphs. If neither of the foregoing alternatives is available on terms that NAI xxxxx xxxsonableNEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, Co-Host will return such Products on written request from NAI. NAI will grant Co-Host a credit equal to the price paid by Co-Host for such returned ProductsINDIRECT, as adjusted for discountsPUNITIVE, returns and credits actually givenCONSEQUENTIAL OR SPECIAL DAMAGES, provided that such returned Products are in an undamaged condition. NAI will have no obligation to Co-Host with respect to infringement of patentsINCLUDING DAMAGES FOR LOSS OF PROFITS, copyrightsLOSS OF REVENUE OR LOSSES BY REASON OF COST OF CAPITAL, trademarks or trade secrets or other proprietary rights beyond that stated in this Section 9(b)ARISING FROM OR RELATING TO ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, TORT, OR VIOLATION OF ANY APPLICABLE LEGAL OR EQUITABLE PRINCIPLE.