Representations Warranties Indemnification. 9.1. Licensor represents and warrants that (a) it has sufficient rights in and to the Content as granted herein, and (b) use of the Content by Licensee in accordance with the License Agreement shall not infringe or violate any copyright, trademark, or right of privacy or publicity of any third party.
9.2. Licensor shall not be liable for any damages caused by (a) use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement; (b) any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorized User’s willful misconduct, negligence, operator error, use other than in accordance with user documentation made available by Licensor; (c) failure by Licensee to implement recommendations previously advised by Licensor in respect of, or solutions for, faults in the Content or the Platforms; or (d) the decompilation or modification of the Content or its merger with any other program by any person other than Licensor.
9.3. Licensor shall defend, indemnify, and hold harmless Licensee and its Affiliates, successors and assigns (“Indemnified Parties”) from and against all demands, obligations, costs, losses and liabilities arising from third-party claims, (including reasonable attorney fees if a defense is not provided by Licensor, reasonable fees being such fees allowed by statutory law, if applicable) incurred by Licensee which arise out of a violation of its representations and warranties set forth herein, subject to the conditions that Licensee (a) notify Licensor immediately upon becoming aware of any such third-party claim, (b) not attempt to compromise or settle the claim, (c) provide Licensor with all reasonably requested information and assistance, and (d) permit Licensor to have sole conduct of the defense and/or settlement of such claim with counsel of Licensor’s choice at its expense. This Section 9.3 shall be the sole and exclusive remedy the Indemnified Parties may have with respect to any third party claims of misappropriation or infringement of intellectual property for the Content. This indemnification obligation shall not apply in relation to claims based in whole or in part on the use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement.
9.4. EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR PROVIDES THE CONTENT "AS IS" AND MAKES...
Representations Warranties Indemnification. 8.1 Licensor represents and warrants that (a) it has sufficient rights in and to the Content as granted herein, and
Representations Warranties Indemnification. 9.1 Licensor represents and warrants that (a) it has sufficient rights in and to the Content as granted herein, and (b) use of the Content by Customer and Licensee in accordance with the License Agreement shall not infringe or violate any copyright, trademark, or right of privacy or publicity of any third party.
9.2 Licensor shall not be liable for any damages caused by (a) use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement; (b) any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or operator error, use other than in accordance with user documentation made available by Licensor;
Representations Warranties Indemnification. 3.1 MxXxx represents and warrants that, as of the date of this Agreement and as of the closing date:
a. XxXxx is a duly organized and validly existing limited liability company in good standing under the laws of the State of Kansas, has the authority to own the Vxxx Lease and to carry on its business as now being conducted.
b. XxXxx has taken all necessary action to authorize the execution, delivery and performance of this Agreement; this Agreement is legal, valid and binding with respect to the obligations of MxXxx and is enforceable in accordance with its terms.
c. XxXxx has no material debt, liability, obligation or commitment, absolute or contingent, that relates to the Vxxx Lease.
d. This Agreement and the transaction contemplated hereunder does not require any court approval.
e. XxXxx has not violated any applicable law, ordinance, regulation, writ, judgment, decree or order of any court or government or governmental unit in connection with the Vxxx Lease, the consequence of which, individually or in the aggregate, would have a material adverse affect on MxXxx or the Vxxx Lease.
f. To MxXxx’x knowledge,
(1) there are no material contracts related to the operation of the Vxxx Lease except for ordinary service and supply agreements that are subject to termination on 60 days notice or less;
(2) no action, suit or proceeding is pending, threatened or contemplated against MxXxx or the Vxxx Lease;
(3) all ad valorem, property, production, severance and similar taxes and assessments relating to the Vxxx Lease have been paid and are not in arrears;
(4) all royalties, bonus payments, option payments, rentals and deposits due under the Vxxx Lease have been timely paid and to there has been no notice of default associated with the Vxxx Lease or notice of forfeiture or demand that the Vxxx Lease be released;
(5) MxXxx is the owner of all of the working interest in the Vxxx Lease free and clear of all liens and encumbrances, except for the Oil and Gas Lease Mortgage and Assignment of Production Payment from MSG Resources, Inc. to MxXxx; and
(6) no materials or labor have been provided to the Vxxx Lease by any party that remains unpaid and could form the basis for a lien to be filed on the Vxxx Lease.
3.2 Except as specifically noted in this Agreement, the interests in the Vxxx Lease are sold ‘as is’ and in the condition it may be in on the closing date.
3.3 MxXxx agrees to indemnify and hold Okmin and Axxxxxx harmless from all debts, liabilities and claims arisin...
Representations Warranties Indemnification. 9.1 Licensor represents and warrants that (a) it has sufficient rights in and to the Content as granted herein, and (b) use of the Content by Licensee in accordance with the License Agreement shall not infringe or violate any copyright, trademark, or right of privacy or 9. Déclarations, garanties, indemnisation 9.1 Le Concédant déclare et garantit que : a) il possède des droits suffisants relativement au Contenu, tels qu’ils sont octroyés aux présentes ; et b) l’utilisation du Contenu par le Détenteur de la Licence, conformément au Contrat de Licence, n’enfreindra ni ne violera aucun(e) droit d’auteur, marque, droit en publicity of any third party. matière de respect de la vie privée ou de publicité d’un quelconque tiers.
Representations Warranties Indemnification. A. PROMOTER agrees to defend, indemnify and hold harmless COMPANY, its officers, directors, agents, and employees, successors and assigns from and against any and all claims, demands, obligations, causes of action, lawsuits, damages, liabilities, injuries, death, fines, judgments, costs (including settlement costs), and expenses (including the payment of reasonable attorney fees and disbursements) (collectively “Claims”),”) asserted by a third party arising out of: (1) the breach by PROMOTER, its employees or agents, to comply with the terms and conditions of this Agreement; (2) the negligent acts or omissions or gross negligence of PROMOTER, its employees, agents, or subcontractors; (3) COMPANY'S use of PROMOTER'S Marks as pre-approved by PROMOTER and materials as authorized by this Agreement; or (4) the services performed or actions taken by PROMOTER, its employees, agents or subcontractors, in connection with this Agreement, including the operation, execution, implementation, management and exploitation of any event or activity or materials incidental thereto ; and (5) the Event and all activities, elements and materials related thereto..
B. COMPANY agrees to defend, indemnify and hold harmless PROMOTER, its officers, directors, agents and employees from and against any and all Claims asserted by a third party arising out of: (1) the breach ofby COMPANY, its employees or agents, to comply with the terms and conditions of this Agreement; (2) the negligent acts or omissions or gross negligence of COMPANY, its employees, agents, or subcontractors; or (3) PROMOTER'S use of COMPANY'S Marks as pre-approved by CompanyCOMPANY and materials as authorized by this Agreement; or (4) the services performed or actions taken by COMPANY, its employees, agents or subcontractors, in connection with this Agreement, including the operation, execution, implementation, management and exploitation of any event or activity or materials incidental thereto.
C. The obligations to indemnify contained in this Section 5 will survive the expiration or termination of this Agreement.
Representations Warranties Indemnification. A. Representations & Warranties
i. EPMC represents and warrants that (1) it is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Texas; (2) it has all of the necessary power to execute, deliver, and perform this Agreement; (3) the execution, delivery, and performance by it for this Agreement have been duly and validly authorized by all necessary action; (4) this Agreement constitutes the legal, valid, and binding obligations of EPMC, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws affecting the enforcement of creditors’ rights generally; and (5) the Services to be provided by EPMC under this Agreement will be performed on a best efforts basis and in a timely and professional manner by qualified personnel, will conform to the best standards observed in the industry for similar services, and will be in compliance with all applicable laws, rules, regulations, or orders.
ii. City represents and warrants that (1) it is a home-rule municipal corporation, validly existing, and in good standing under the laws of the State of Texas; (2) it has all of the necessary power to execute, deliver, and perform this Agreement; (3) the execution, delivery, and performance by it for this Agreement have been duly and validly authorized by all necessary action; (4) this Agreement constitutes the legal, valid, and binding obligations of City, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws affecting the enforcement of creditors’ rights generally.
Representations Warranties Indemnification. Each party agrees to hold the other harmless from any monies paid as a result of third-party claims arising out of breach of its respective representations, warranties and agreements herein. Credentials will hold harmless, indemnify and defend Institution and its officers, directors, agents and employees (collectively, “Institution Parties”) from and against any and all claims (including any and all liabilities, damages, losses, costs and expenses and reasonable attorneys’ fees arising therefrom) (“Claims”) for claims including, but not limited to losses arising out of any action or proceeding brought by a third party against any one or more of the Institution Parties alleging (i) that one or more of Institution Parties’ use of services provided under this Addendum and the Agreement infringe a copyright or patent, or misappropriate a trade secret of a third party, in the venue in which such services are provided, or (ii) that third party information disclosed by Institution and stored on Institution’s behalf on Credentials’ servers for the provision of Services has been breached. Credentials’ indemnification obligations provided above are conditioned upon Institution: (i) giving prompt written notice to Credentials of any claim, demand, or action for which indemnity is sought; (ii) fully cooperating in the defense or settlement of any such claim, demand or action; and (iii) giving Credentials sole control of the defense, investigation, and/or settlement of the claim, demand or action for which indemnification is sought, including, without limitation, the employment and engagement of attorneys of its choice to handle and defend the same.
Representations Warranties Indemnification. Each party represents, warrants and agrees that respectively they have the full right, power and authority to enter into and perform this Agreement and, if a corporation, is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it was incorporated. Each party represents and warrants, and the other party relies thereon that there are no claims, encumbrances liens or rights held by any other person that would prevent or restrict the performance of this Agreement. Each party shall indemnify the other party and hold the other party free and harmless from and against any and all costs, claims, losses, liabilities and expenses (including reasonable outside attorney’s fees) resulting from or arising out of any breach or alleged breach of any representation, warranty, promise or agreement of the indemnifying party.
Representations Warranties Indemnification. Representations and Warranties of IISc. IISc hereby represents and warrants to Licensee that, as of the Effective Date, there are no outstanding Sole, Exclusive or Non-Exclusive licenses or agreements of any kind relating to the Patent Rights in the Territory, other than pursuant to this Agreement herein. IISc has the power to grant the rights, licenses, and privileges granted herein and can perform as set forth in this Agreement without violating the terms of any agreement that IISc has with any third party.
