UNDERTAKINGS AND INDEMNITIES. 1. In using XXXXxxx.xx, DP warrants and undertakes to GS1;
UNDERTAKINGS AND INDEMNITIES. The Licensor warrants to the Licensee that it has full right and authority to grant the Rights to the Licensee and that the use by the Licensee of the Licensed Products in accordance with this Agreement will not infringe the rights of any third party.The Licensor shall indemnify the Licensee from and against any and all third party claims, demands, costs, losses and liabilities (including reasonable attorney fees) incurred by the Licensee which arise out of a breach of the warranty in Clause 8.1 provided that the Licensee must inform the Licensor immediately upon becoming aware of any claim, not attempt to compromise or settle the claim and give reasonable assistance to the Licensor who shall be entitled to assume sole conduct of any defence and/or settlement with counsel of the Licensor’s choice at its expense. The Licensor shall have the right at its sole option: to procure the right for the Licensee to continue using the Licensed Products; to make such alterations, modifications or adjustments to the Licensed Products that it becomes non- infringing without incurring a material reduction in performance or function; or to replace the Licensed Products with non-infringing substitutes provided that such substitutes do not entail a material reduction in performance or function. Without prejudice to the generality of the foregoing, the Licensor shall not be liable for any damages arising from: use of the Licensed Products by the Licensee or any Authorised User other than as expressly permitted under this Agreement; any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorised user’s wilful misconduct, negligence, operator error or use other than in accordance with the User Documentation; the failure by the Licensee to implement recommendations previously advised by the Licensor in respect of, or solutions for, faults in the Licensed Products; or the decompilation or modification of the Licensed Products or its merger with any other program by any person other than the Licensor or its authorised agent; or the Licensee or any Authorised User being unable to exercise the Rights due to the Licensed Products being unavailable as a result of any act or omission of the Licensor provided that the period for which the Licensed Products is not available shall not exceed a period of 50 hours (in aggregate) in any continuous period of 1000 hours. Except as expressly set out in this Agreement and subject only to clause 11.1, ...
UNDERTAKINGS AND INDEMNITIES. 1. In using Enriched Data Platform - Powered by Trusted Source and 1 World Sync, DP warrants and undertakes to GS1;
UNDERTAKINGS AND INDEMNITIES. 10.1 Other than as contemplated by this Agreement or any Transaction Document, upon and following Closing and in consideration for the terms of this Agreement, the Seller irrevocably waives, releases and discharges, to the fullest extent permitted by law (and the Seller shall procure that each of its Affiliates shall do the same) any actions, claims or proceedings by the Seller and/or its Affiliates against any of the Target Companies or for sums due by any Target Company to the Seller or its Affiliates. Pending such release, the Seller shall indemnify the Purchaser and each Target Company and hold the Purchaser and each Target Company harmless from and against any loss, damage, payments, costs or expenses, suffered or incurred, directly or indirectly, by the Purchaser or a Target Company in relation to such actions, claims, proceedings or sums.
UNDERTAKINGS AND INDEMNITIES. Party B shall indemnify and hold harmless Party A for and against any losses, claims, damages or liabilities to which Party A may become subject, and Party B will reimburse Party A for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred:
UNDERTAKINGS AND INDEMNITIES. GENERAL PROVISIONS
UNDERTAKINGS AND INDEMNITIES. 6.1 The Company hereby undertakes to:
UNDERTAKINGS AND INDEMNITIES. PAN-CHINA'S OBLIGATIONS PRIOR TO CLOSING
UNDERTAKINGS AND INDEMNITIES. 9.1 The Seller shall use its best endeavours and the Purchaser shall provide all reasonable assistance, to procure that, prior to Completion, written confirmation in form and substance satisfactory to the Purchaser is obtained from all employees of the Company that they will continue in employment following the sale of the Sale Shares under this Agreement and will not seek to claim any compensation or severance payment under the Manpower Law by reason of the sale of the Sale Shares.
UNDERTAKINGS AND INDEMNITIES. 7.1 The Warrantors undertake to indemnify the Purchaser against, or as the case may be, covenant to pay the Purchaser a sum equal to, any Losses suffered by the Purchaser or any member of the Xxxx Group in connection with Xxxx Xxxxxxxx Germany or any subsidiary undertakings of Xxxx Xxxxxxxx Germany, other than any Losses arising from the trading relationship between the Xxxx Group and Xxxx Xxxxxxxx Germany since its disposal by the Xxxx Group.
