Common use of Representations, Warranties and Indemnities Clause in Contracts

Representations, Warranties and Indemnities. 26.1 The Licensee understands and agrees that the Royalties in this Agreement have been determined based on the Crown exclusion or limitations of liability as set out in this Agreement. 26.2 The Licensee shall have no recourse against the Crown, whether by way of any suit or action or other, for any loss, liability, damage or cost that the Licensee may suffer or incur at any time, by reason of the Licensee's possession or use of the CHS Digital Data and Products and/or CHS Digital Data and Product Updates, or arising out of the exercise of its rights hereunder, except that Crown does not limit or exclude its liability upon a court's finding of liability attaching to the Crown for death or personal injury caused by the negligence of its employees, agents or contractors, provided the death or personal injury occurred as a direct result of the use of the licensed CHS Digital Data and Products as a supplement to official government charts and traditional navigation methods. 26.3 Except as described in clause 26.2 above, the Crown's total liability to the Licensee, whether directly to it or by reason of indemnity or contribution in respect of the Licensee’s liability to any third party, or any acts or omissions of the Crown's employees, agents or contractors, shall be limited to the sum of all Royalties due to the Crown, in accordance with clause 4.1 above and Schedule “A”, during the term of this Agreement. This limit of liability shall apply separately to each and every claim against the Crown provided that where any act or omission or series of two or more acts or omissions give rise to more than one claim, the limits shall apply to the aggregate of all claims as though they were a single claim. 26.4 Notwithstanding anything else contained in this Agreement, the Crown shall not be liable to the Licensee for: a) the Licensee's loss of profits, revenues or goodwill or loss of anticipated savings or gains; b) any indirect or consequential loss even if the loss or damages were reasonably foreseeable or the Crown had been advised by the Licensee of the possibility of it being incurred and whether arising from negligence, breach of contract or of statutory duty or otherwise; or c) any claim which has not been notified to the Crown within sixty (60) days of the date on which the Licensee knew, or should have reasonably known of the existence of grounds for such claim. 26.5 Neither the Crown, nor its Ministers, officers, employees, or agents make any representation or warranty of any kind with respect to the accuracy, usefulness, novelty, validity, scope, completeness or currency of the CHS Digital Products and Data and/or CHS Digital Data and Product Updates and they expressly disclaim any implied warranty of merchantability or fitness for a particular purpose of the CHS Digital Products and Data and/or CHS Digital Data and Product Updates. 26.6 The Licensee represents and warrants: (a) that it has the capacity and resources to exercise the rights herein granted to it and to fulfil its obligations under this Agreement; (b) that there are no legal impediments to the carrying out of the Licensee’s rights and obligations under this Agreement; and (c) it is a duly incorporated, validly subsisting corporation in good standing under the laws of the applicable jurisdiction listed above. 26.7 Notwithstanding anything else contained in this Agreement, CHS shall not be under any liability to the Licensee or to any other party in any way whatsoever for destruction, damage, delay or any other matters of any nature whatsoever arising out of power outages, computer failure, war, rebellion, civil commotion, strikes, lock-outs, industrial disputes, fire, explosion, earthquake, acts of God, flood, drought, bad weather, or the unavailability of servers, deliveries in whatever form, supplies, CHS Digital Products and Data and/or CHS Digital Data and Product Updates, disks or other media; or the requisitioning or other act or order by any government department, council or other constituted body. 26.8 The Licensee shall indemnify and save harmless the Crown from and against and be responsible for all claims, demands, losses, costs, including solicitor and client costs, damages, actions, suits, or proceedings, by whomsoever made, brought, and prosecuted, in any manner to the extent arising out of any tortious errors, omissions, or conduct of the Licensee, or its employees or agents, relating to the production, distribution, shipment, offering for sale, or sale of inaccurate VAR Products or VAR Product Updates, or arising from the performance or non-performance by the Licensee of its rights and obligations under this Agreement, except that the Licensee shall not be required to indemnify or save harmless the Crown upon a court's finding of liability attaching to the Crown for death or personal injury caused by the negligence of its employees, agents or contractors, provided the death or personal injury occurred as a direct result of the use of the licensed CHS Digital Data and Products as a supplement to official government charts and traditional navigation methods .

Representations, Warranties and Indemnities. 26.1 25.1 The Licensee understands and agrees that the Royalties licence fees in this Agreement have been determined based on the Crown exclusion or limitations of liability as set out in this Agreement. 26.2 25.2 The Licensee shall have no recourse against the Crown, whether by way of any suit or action or other, for any loss, liability, damage or cost that the Licensee may suffer or incur at any time, by reason of the Licensee's possession or use of the CHS Digital Data and Products and/or CHS Digital Data and Product Updates, or arising out of the exercise of its rights hereunder, except that Crown does not limit or exclude its liability upon a court's finding of liability attaching to the Crown for death or personal injury caused by the negligence of its employees, agents or contractors, provided the death or personal injury occurred as a direct result arose out of the navigational use of the licensed CHS Digital Data and Products as a supplement to official government charts and traditional navigation methodsProducts. 26.3 25.3 Except as described in clause 26.2 25.2 above, the Crown's total liability to the Licensee, whether directly to it or by reason of indemnity or contribution in respect of the Licensee’s 's liability to any third party, or any acts or omissions of the Crown's employees, agents or contractors, contractors shall be limited to the sum of all Royalties licence royalties due to the Crown, Crown in accordance with clause 4.1 above and Schedule “A”, during the term of this Agreement. This limit of liability shall apply separately to each and every claim against the Crown provided that where any act or omission or series of two or more acts or omissions give rise to more than one claim, the limits shall apply to the aggregate of all claims as though they were a single claim. 26.4 25.4 Notwithstanding anything else contained in this Agreement, the Crown shall not be liable to the Licensee for: a) the Licensee's loss of profits, revenues or goodwill or loss of anticipated savings or gains; b) any indirect or consequential loss even if the loss or damages were reasonably foreseeable or the Crown had been advised by the Licensee of the possibility of it being incurred and whether arising from negligence, breach of contract or of statutory duty or otherwise; or c) any claim which has not been notified to the Crown within sixty (60) days of the date on which the Licensee knew, or should have reasonably known of the existence of grounds for such claim. 26.5 25.5 Neither the Crown, nor its Ministersministers, officers, employees, or agents make any representation or warranty of any kind with respect to the accuracy, usefulness, novelty, validity, scope, completeness or currency of the CHS Digital Data and Products and Data and/or CHS Digital Data and Product Updates and they expressly disclaim any implied warranty of merchantability or fitness for a particular purpose of the CHS Digital Products and Data andProducts and/or CHS Digital Data and Product Updates. 26.6 25.6 The Licensee represents and warrants: (a) that it has the capacity and resources to exercise the rights herein granted to it and to fulfil its obligations under this Agreement; (b) that there are no legal impediments to the carrying out of the Licensee’s rights and obligations under this Agreement; and (c) it is a duly incorporated, validly subsisting corporation in good standing under the laws of the applicable jurisdiction listed above. 26.7 25.7 Notwithstanding anything else contained in this Agreement, CHS shall not be under any liability to the Licensee or to any other party in any way whatsoever for destruction, damage, delay or any other matters of any nature whatsoever arising out of power outages, computer failure, war, rebellion, civil commotion, strikes, lock-outs, industrial disputes, fire, explosion, earthquake, acts of God, flood, drought, bad weather, or the unavailability of servers, deliveries in whatever formdeliveries, supplies, CHS Digital Data and Products and Data and/or CHS Digital Data and Product Updates, disks or other media; or the requisitioning or other act or order by any government department, council or other constituted body. 26.8 25.8 The Licensee shall indemnify and save harmless the Crown from and against and be responsible for all claims, demands, losses, costs, including solicitor and client costs, damages, actions, suits, or proceedings, by whomsoever made, brought, and prosecuted, in any manner to the extent arising out of any tortious errors, omissions, or conduct of the Licensee, or its employees or agents, relating to the production, distribution, shipment, offering for sale, or sale of inaccurate Paper VAR Products or Paper VAR Product Updates, or arising from the performance or non-performance by the Licensee of its rights and obligations under this Agreement, except that the Licensee shall not be required to indemnify or save harmless the Crown upon a court's finding of liability attaching to the Crown for death or personal injury caused by the negligence of its employees, agents or contractors, provided the death or personal injury occurred as a direct result arose out of the navigational use of the licensed CHS Digital Data and Products as a supplement to official government charts and traditional navigation methods methods.

Representations, Warranties and Indemnities. 26.1 24.1 The Licensee understands and agrees that the Royalties Royalty rates in this Agreement have been determined based on upon the Crown exclusion or limitations of the Crown's liability as set out in this Agreement. 26.2 24.2 The Licensee shall have no recourse against the Crown, whether by way of any suit or action or other, for any loss, liability, damage or cost that the Licensee may suffer or incur at any time, by reason of the Licensee's possession or use of the CHS Digital Data and Products and/or CHS Digital Data and Product UpdatesProducts, or arising out of the exercise of its rights hereunder, except that the Crown does not limit or exclude its liability upon a court's finding of liability attaching to the Crown for death or personal injury caused by the negligence of its the Crown's employees, agents or contractors, provided the death or personal injury occurred as a direct result arose out of the navigational use of the licensed CHS Digital Data Products, and provided the CHS Products being used were up-to-date as a supplement required by the Charts and Nautical Publications Regulations, 1995 (SOR /95-149) under the Canada Shipping Act, 2001 S.C. c.26, as amended from time to official government charts and traditional navigation methodstime. 26.3 24.3 Except as described in clause 26.2 24.2 above, the Crown's total liability to the Licensee, whether directly to it or by reason of indemnity or contribution in respect of the Licensee’s liability to any third party, or any acts or omissions of the Crown's employees, agents or contractors, contractors shall be limited to the sum of all Royalties payments due to the Crown, Crown in accordance with clause 4.1 above and Schedule “A”, during for the term of this Agreementcalendar year in which the claim arose. This limit of liability shall apply separately to each and every claim against the Crown provided that where any act or omission or series of two or more acts or omissions give rise to more than one claim, the limits shall apply to the aggregate of all claims as though they were a single claim. 26.4 24.4 Notwithstanding anything else contained in this Agreement, the Crown shall not be liable to the Licensee for: (a) the Licensee's ’s loss of profits, revenues or goodwill or loss of anticipated savings or gains; or any such loss or damage incurred by the Licensee as a result of any payment by the Licensee to a third party as a result of an action brought by a third party; (b) any indirect or consequential loss, or any such loss or damage incurred by the Licensee as a result of any payment by the Licensee to a third party as a result of an action brought by a third party, even if the loss or damages were was reasonably foreseeable or the Crown had been advised by the Licensee of the possibility of it being incurred and whether arising from negligence, breach of contract or of statutory duty or otherwise; or (c) any claim which has not been notified to the Crown within sixty (60) thirty days of the date on which the Licensee knew, or should have reasonably known of the existence of grounds for such claim. 26.5 Neither 24.5 Except as stated in clause 24.6 below, neither the Crown, nor its Ministersministers, officers, employees, or agents make any representation or warranty of any kind with respect to the accuracy, usefulness, novelty, validity, scope, completeness or currency of the CHS Digital Products and Data and/or CHS Digital Data and Product or Updates and they expressly disclaim any implied warranty of merchantability or fitness for a particular purpose of the CHS Digital Products and Data and/or CHS Digital Data and Product Updates. 26.6 24.6 CHS warrants that for a period of thirty (30) days from the date of delivery of a particular CHS Product to the Licensee that the product so delivered is free from damage and defects in materials. The Licensee shall notify CHS in writing of any such defect within the warranty period. CHS may at its discretion, repair or replace the products which prove to be damaged or defective. 24.7 The Licensee represents and warrants: (a) that it has the capacity and resources to exercise the rights herein granted to it and to fulfil its obligations under this Agreement;; and (b) that there are no legal impediments to the carrying out of the Licensee’s rights and obligations under this Agreement; and (c) it is a duly incorporated, validly subsisting corporation in good standing under the laws of the applicable jurisdiction listed above. 26.7 Notwithstanding anything else contained in this Agreement, 24.8 CHS shall not be under any liability to the Licensee or to any other party in any way whatsoever for destruction, damage, delay or any other matters of any nature whatsoever arising out of power outages, computer failure, war, rebellion, civil commotion, strikes, lock-outs, industrial disputes, fire, explosion, earthquake, acts of God, flood, drought, bad weather, or the unavailability of servers, deliveries in whatever formdeliveries, supplies, CHS Digital Products and Data and/or CHS Digital Data and Product Products, Updates, disks or other media; or the requisitioning or other act or order by any government department, council or other constituted body. 26.8 24.9 The Licensee shall indemnify and save harmless the Crown from and against and be responsible for all claims, demands, losses, costs, including solicitor and client costs, damages, actions, suits, or proceedings, by whomsoever made, brought, and brought or prosecuted, in any manner based upon, arising out of, related to, occasioned by, or attributable to: (a) any breach of contract of the Licensee, or its employees or agents, relating to the extent arising out distribution, offering for sale, or sale of CHS Products and Updates; or (b) any tortious errorsacts, omissions, omissions or conduct of the Licensee, or its employees or agents, relating to the production, distribution, shipment, offering for sale, or sale of inaccurate VAR CHS Products or VAR Product and Updates, or arising from the performance or non-performance by the Licensee of its rights and obligations under this Agreement, except that the Licensee shall not be required to indemnify or save harmless the Crown upon a court's finding of liability attaching to the Crown for death or personal injury caused by the negligence of its employees, agents or contractors, provided the death or personal injury occurred as a direct result of the use of the licensed CHS Digital Data and Products as a supplement to official government charts and traditional navigation methods .

Representations, Warranties and Indemnities. 26.1 24.1 The Licensee understands and agrees that the Royalties Royalty rates in this Agreement have been determined based on upon the Crown exclusion or limitations of the Crown's liability as set out in this Agreement. 26.2 24.2 The Licensee and its Dealers shall have no recourse against the Crown, whether by way of any suit or action or otherotherwise, for any loss, liability, damage or cost that the Licensee may suffer or incur at any time, by reason of the Licensee's possession or use of the CHS Digital Data Products and Products and/or CHS Digital Data and Product Updates or Updates, or arising out of the exercise of its rights hereunder, except that the Crown does not limit or exclude its liability upon a court's finding of liability attaching to the Crown for death or personal injury caused by the negligence of its the Crown's employees, agents or contractors, provided the death or personal injury occurred as a direct result arose out of the navigational use of the licensed CHS Digital Data Products and Updates or Updates, and provided the CHS Products and Updates being used were up- to-date as a supplement required by the Charts and Nautical Publications Regulations, 1995 (SOR /95-149) under the Canada Shipping Act, 2001 S.C. c.26, as amended from time to official government charts and traditional navigation methodstime. 26.3 24.3 Except as described in clause 26.2 24.2 above, the Crown's total liability to the Licensee, whether directly to it or by reason of indemnity or contribution in respect of the Licensee’s liability to any third party, or any acts or omissions of the Crown's employees, agents or contractors, contractors shall be limited to the sum of all Royalties payments due to the Crown, Crown in accordance with clause 4.1 above and Schedule “A”, during the term of this AgreementAgreement (or in the case of multi-year agreements, for the year) in which the claim arose. This limit of liability shall apply separately to each and every claim against the Crown provided that where any act or omission or series of two or more acts or omissions give rise to more than one claim, the limits shall apply to the aggregate of all claims as though they were a single claim. 26.4 24.4 Notwithstanding anything else contained in this Agreement, the Crown shall not be liable to the Licensee for: a) the Licensee's ’s loss of profits, revenues or goodwill or loss of anticipated savings or gains, or any such loss or damage incurred by the Licensee as a result of any payment by the Licensee to a third party as a result of an action brought by a third party; b) any indirect or consequential loss, or any such loss or damage incurred by the Licensee as a result of any payment by the Licensee to a third party as a result of an action brought by a third party even if the loss or damages were was reasonably foreseeable or the Crown had been advised by the Licensee of the possibility of it being incurred and whether arising from negligence, breach of contract or of statutory duty or otherwise; or c) any claim which has not been notified to the Crown within sixty (60) thirty days of the date on which the Licensee knew, or should have reasonably known of the existence of grounds for such claim. 26.5 Neither 24.5 Except as stated in clause 24.6 below, neither the Crown, nor its Ministersministers, officers, employees, or agents make any representation or warranty of any kind with respect to the accuracy, usefulness, novelty, validity, scope, completeness or currency of the CHS Digital Products and Data and/or CHS Digital Data and Product Updates or Updates and they expressly disclaim any implied warranty of merchantability or fitness for a particular purpose of the CHS Digital Products and Data and/or CHS Digital Data and Product Updates. 26.6 24.6 CHS warrants that for a period of thirty (30) days from the date of delivery of a particular CHS Product to the Licensee that the product so delivered is free from defects in materials. The Licensee shall notify CHS in writing of any such defect within the warranty period. CHS may at its discretion, repair or replace the products which prove to be defective. 24.7 The Licensee represents and warrants: (a) that it has the capacity and resources to exercise the rights herein granted to it and to fulfil its obligations under this Agreement;; and (b) that there are no legal impediments to the carrying out of the Licensee’s rights and obligations under this Agreement; and (c) it is a duly incorporated, validly subsisting corporation in good standing under the laws of the applicable jurisdiction listed above. 26.7 Notwithstanding anything else contained in this Agreement, 24.8 CHS shall not be under any liability to the Licensee Licensee, its Dealers or to any other party in any way whatsoever for destruction, damage, delay or any other matters of any nature whatsoever arising out of power outages, computer failure, war, rebellion, civil commotion, strikes, lock-outs, industrial disputes, fire, explosion, earthquake, acts of God, flood, drought, bad weather, or the unavailability of servers, deliveries in whatever formdeliveries, supplies, CHS Digital Products and Data and/or CHS Digital Data and Product Products, Updates, disks or other media; or the requisitioning or other act or order by any government department, council or other constituted body. 26.8 24.9 The Licensee shall indemnify and save harmless the Crown from and against and be responsible for all claims, demands, losses, costs, including solicitor and client costs, damages, actions, suits, or proceedings, by whomsoever made, brought, and prosecuted, in any manner based upon, arising out of, related to, occasioned by, or attributable to: (a) any breach of contract of the Licensee, or its employees or agents, relating to the extent arising out distribution, offering for sale, or sale of CHS Products and Updates; or (b) any tortious errorsacts, omissions, omissions or conduct of the Licensee, or its employees or agents, relating to the production, distribution, shipment, offering for sale, or sale of inaccurate VAR CHS Products or VAR Product and Updates, or arising from the performance or non-performance by the Licensee of its rights and obligations under this Agreement, except that the Licensee shall not be required to indemnify or save harmless the Crown upon a court's finding of liability attaching to the Crown for death or personal injury caused by the negligence of its employees, agents or contractors, provided the death or personal injury occurred as a direct result of the use of the licensed CHS Digital Data and Products as a supplement to official government charts and traditional navigation methods .