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. 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. Licensee agrees that the following terms and conditions shall survive any termination of its right to access the materials identified above.
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 K2015 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. Xxxxx-Xxxxxxx and Associates, LLC assembles information from a variety of sources, including databases maintained by consumer reporting agencies containing information from public records, other information repositories, and third-party researchers. Client understands that these information sources and resources are not maintained by Xxxxx-Xxxxxxx and Associates, LLC. Therefore, Xxxxx-Xxxxxxx and Associates, LLC cannot be a guarantor that the information provided from these sources is absolutely accurate. Nevertheless, Xxxxx-Xxxxxxx and Associates, LLC has in place procedures designed to ensure the maximum possible accuracy of the information reported and also procedures designed to respond promptly to claims of incorrect or inaccurate information in accordance with applicable law. Client understands that Xxxxx-Xxxxxxx and Associates, LLC, obtains the information in its reports from various third-party sources “AS IS” and, therefore, is providing the information to Client “AS IS”. XXXXX-XXXXXXX AND ASSOCIATES, LLC, MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCE; XXXXX-XXXXXXX AND ASSOCIATES, LLC, EXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. Client agrees to indemnify and hold harmless Xxxxx-Xxxxxxx and Associates, LLC, its successors and assigns, officers, directors, employees, agents, vendors, and suppliers from any and all third-party claims, actions or liabilities arising from or with respect to: (i) any breach by Client of this Agreement or the representations, certifications or warranties made hereunder, (ii) Client’s violation of applicable laws or ordinances, and/or (iii) Client’s negligence, misconduct, recklessness, errors or omissions. Client understands that Xxxxx-Xxxxxxx and Associates, LLC is not a law firm and that any documents, communications or information received from Xxxxx-Xxxxxxx and Associates, LLC, regarding the obtainment or use of background screening reports is not to be considered legal counsel or legal opinion. Client agrees that it will consult with its own legal counsel regarding the acquisition and use of background screening information, including but not limited to, the legality of using or relying on reported information and the appropriate procedure for taking adverse action based upon a consum...
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. 5.01 Each party warrants and represents to the other that it has the full right and authority to enter into this Agreement, and that it is not aware of any impediment that would inhibit its ability to perform its obligations under this Agreement.
Warranties and Indemnification. ALVOTECH represents and warrants to STADA as a continuing representation and warranty that:
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.
