Warranties and Indemnification. Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.
Warranties and Indemnification. Licensee agrees that the following terms and conditions shall survive any termination of its right to access the materials identified above.
a) Association Values are produced solely to assist NAIC members in determining appropriate accounting treatment for the investments of insurers. Many NAIC Designations are derived from the ratings of Rating Agencies and security prices in AVS+ are often derived from professional pricing services. All Association Values are based on information provided by or on behalf of insurers or obtained by SVO analysts from publicly available information. All such information is believed to be accurate and reliable; however, the truth, accuracy, and completeness thereof is necessarily dependent upon the source of the information. Also, there is the possibility of human or mechanical error in the production or transmission of information as well as the possibility of incomplete or untimely disclosure by insurers or other third- party providers of information. LICENSOR EXPRESSLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND NO EXPRESS OR IMPLIED WARRANTY IS MADE RESPECTING THE TRUTH, ACCURACY, TIMELINESS, OR COMPLETENESS OF ASSOCIATION VALUES BY THE LICENSOR TO THE LICENSEE OR ANY OTHER PERSON OR ENTITY.
b) NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY, OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO LICENSEE ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY LICENSEE FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.
c) LICENSEE ASSUMES SOLE RESPONSIBILITY AND RISK FOR ITS USE OF THE AVS+ AND INDEMNIFIES ...
Warranties and Indemnification. In addition to other warranties made in this transaction, Seller represents and warrants that all of the products furnished under this contract, the process by which those products are made, and their use will not infringe any patent, trademark, or other rights of any other person, firm, or corporation, and Seller shall defend, indemnify, and hold harmless City and its officers, officials, agents, contractors, and employees from and against any and all claims, judgments, costs, damages, losses, demands, liabilities, obligations, fines, penalties, royalties, settlements, and expenses (including interest and reasonable attorney’s fees assessed as part of any such item) arising out of any (i) actual or alleged infringement of any such patent, trademark, or other rights, or (ii) (except to the extent that the personal injury, death, or property damage is caused solely by negligent or intentional acts or omissions of the City) personal injury, death, or property damage allegedly caused by or resulting from the delivery to the City of, or the manufacture, construction, design, formulation, development of standards, preparation, processing, assembly, testing, listing, certifying, warning, instructing, marketing, selling, advertising, packaging, or labeling of any product furnished to the City under this contract. Without reducing City’s rights under this section, Seller, in case of an actual or threatened claim, may at Seller’s option and expense procure for City the right to continue using the products furnished under this contract. (The preceding sentence does not pertain to part “(ii)” of the first sentence of this section.)
Warranties and Indemnification. 8.1 C-3D warrants and represents that: (a) it has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) the material contained in the C-3D Service and in the Promotional Materials supplied to Affiliate hereunder will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; provided, however, that such warranties and representations by C3D are only as broad as and coextensive with those provided to C3D by C3D 's program suppliers.
8.2 Affiliate warrants and represents that: (a) Affiliate has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (b) Affiliate has obtained, and shall maintain in full force and effect during the term of this Agreement, such federal and state, local and/or private authorizations as are necessary to operate each System in the Territory and to retransmit the C-3D Service pursuant to this Agreement; (c) Affiliate will immediately notify C3D in the event that Affiliate loses, or becomes aware of circumstances that it may lose, any necessary authorizations, (d) any material contained in promotional material developed by Affiliate will not violate any copyright, right of privacy or publicity or literary or dramatic right of any person; and (e) Affiliate Shall not use, and shall require each System not to use any Programming for any unlawful purpose or for any purpose not permitted hereunder.
8.3 Affiliate shall indemnify, defend and hold harmless C3D, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all claims, losses or damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Claims") relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by Affiliate pursuant to this Agreement.
8.4 C3D shall indemnity, defend and hold harmless Affiliate, its parent, subsidiaries and affiliated companies and their respective officers, directors, employees, agents and shareholders from and against any and all Claims relating to or arising out of any breach or alleged breach of any of the representations, warranties, agreements, covenants or obligations made by C3D pursuant to this Agreement.
8.5 Each party seeking indemnity hereunder (the "Indemnified Party") agre...
Warranties and Indemnification. Licensor warrants and represents that it has the right to enter into this Agreement, to grant all rights (including, but not limited to, grand rights) granted herein and to perform all of Licensor’s obligations hereunder and that HERE’S exercise of its rights hereunder, including, without K2023 limitation, the exhibition, promotion, publicity and advertising use of the Programs or any part thereof as provided herein shall not violate the rights of any third party or cause HERE to have any financial liability whatsoever, except for payment of the License Fee set forth herein and payment to performing rights societies such as ASCAP and BMI. Licensor shall indemnify and hold harmless HERE from and against any claims, damages, costs, liabilities and expenses, including, but not limited to, reasonable counsel fees, relating to the Programs or arising from exhibition of the Programs by HERE or the Telecast Services, any breach of any warranty or representation made by Licensor herein, or any promotional use by HERE of the Programs or any elements thereof, in any manner in any media (but not as a direct endorsement of any product), including, without limitation, clips, photographs and music. HERE shall similarly indemnify and hold harmless Licensor for any breach of any warranty or representation of HERE hereunder.
Warranties and Indemnification. Grantor warrants that all Products, -------------------------------- including Joint Formula Products but not including Customer Formula Products, shall be fit for the purpose for which produced and shall be in full and complete compliance with all local, state, and federal laws applicable thereto. Grantor warrants that all Custom Products shall be manufactured in accordance with Customer's specifications. Grantor warrants that all non-Private Label Products shall be correctly and accurately described on each label affixed thereto, and that all labeling affixed thereto shall be in full and complete compliance with all local, state, and federal laws applicable thereto. Grantor warrants, covenants and certifies that its supplier(s)' manufacturing facilities comply with applicable federal, state, city, county, and municipal laws, rules, regulations, ordinances, and codes in all material respects. Grantor hereby agrees to indemnify, hold harmless and defend Licensee, its Customers, Buyers, affiliates, directors, officers, agents and representatives from and against any loss, claim, and expense (including attorneys fees and costs, and costs of a recall of Product) incurred or suffered as a consequence of Grantor's breach of its product warranties as set forth herein.
Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions.
19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all ...
Warranties and Indemnification. Executive warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Executive warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Executive agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.
Warranties and Indemnification. ALVOTECH represents and warrants to STADA as a continuing representation and warranty that:
15.1 ALVOTECH is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power to execute and deliver this Agreement and to perform its obligations under this Agreement;
Warranties and Indemnification. Employee represents to the Company that Employee is free to enter into this Agreement and that Employee has no commitment, arrangement or understanding to, or with, any third party which restrains or is in conflict with this Agreement; or which would operate to prevent Employee from performing the services to the Company which Employee hereby has agreed to provide. Employee agrees to indemnify and hold the Company harmless from and against any and all liabilities or claims, including costs, expenses and reasonable attorney's fees arising out of any acts by Employee which, the foregoing representation or warranty to the contrary notwithstanding, shall be in violation of or shall constitute a breach of any such commitment, arrangement or understanding.
