WARRANTIES AND INDEMNITIES. It is agreed that:
4.1 All title over the Shares shall be transferred from the Transferor to the Transferee in consideration of the Transfer Price set out in clause 2.
4.2 The Transferor warrants that it is the legal and beneficial owner of the Shares and is entitled to all rights attached to the Shares according to the currently effective constitutional documents of the Company.
4.3 The Transferor warrants that the Shares are free from and clear of all liens or any other third-party rights.
4.4 Each Party hereby represents that it has all necessary powers and approvals to enter into this Agreement and is participating in the transactions contemplated hereunder in compliance with applicable laws in all material respects.
4.5 Each Party hereby declares that it is not aware of any matter within their control which might have any material adverse effect upon the performance of their obligations under this Agreement.
4.6 The rights, benefits, liabilities and responsibilities contained within the terms of this Agreement can be assigned by any Party with the prior written agreement of the other Party.
4.7 Any delay or failure to enforce the terms of this Agreement and any delay to act on a breach of its term by any Party does not constitute a waiver of those rights.
4.8 Each Party hereby warrants that it will not do any action which might harm, hinder or negatively affect the duties of the other Party set out within this Agreement.
4.9 The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws and courts of that jurisdiction set out in clause 8 below.
4.10 The heading titles contained within in this Agreement are included as a drafting reference only and for ease of reference, and are not to be considered as part of this Agreement.
4.11 In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidity and striking out only that clause (or any part of any clause) only and shall not invalidate this Agreement in its entirety.
4.12 Each Party hereby irrevocably indemnifies and agrees to keep indemnified and hold harmless the other Party against any and all losses howsoever caused arising from a breach of its warranties, covenants or other terms of this Agreement.
WARRANTIES AND INDEMNITIES. 18.1 The Trust warrants that:
(a) it has the requisite authority to enter into this Agreement; and
(b) it has full power and authority to assume all of its obligations under this Agreement.
18.2 PTC represents and warrants to the Trust on the Commencement Date and immediately prior to the payment by the Trust to PTC of any Tranche (or installment thereof) that (subject to any matters fairly and accurately disclosed in the Disclosure Letter):
(a) it has the requisite authority to enter into this Agreement;
(b) it has full power and authority to assume all of its obligations under this Agreement;
(c) the Agreement has been duly authorised, executed, and delivered by PTC and is a valid, binding, and legally enforceable obligation of PTC;
(d) no consent, approval, authorisation, or order of any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement;
(e) the execution, delivery, and performance of this Agreement will not result in a breach or violation of, or constitute a default under, any statute, regulation, or other law or agreement or instrument to which it is a party or by which it is bound, or any order, rule, or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties;
(f) to the best of its knowledge and belief:
(i) PTC is the legal and beneficial owner of, or has appropriate license to, all right, title and interest in and to the Background Intellectual Property necessary for performance of the Programme, and will be the legal and beneficial owner of, or procure appropriate license or option rights to, all right, title and interest in and to the Programme Inventions and Programme Intellectual Property;
(ii) no member of the PTC Group has granted any Third Party any right in respect of the Programme Inventions or Programme Intellectual Property (other than in accordance with the terms of this Agreement), and has not charged or encumbered and will not charge or encumber any of the same except as may be explicitly authorised pursuant to this Agreement;
(iii) so far as PTC is aware, no Third Party has made unauthorised use of any Background Intellectual Property, nor threatened to do so;
(iv) so far as PTC is aware, none of the activities of any member of the PTC Group undertaken by prior to the date on which the warranties are given or which will be undertaken pursuant to the Programme relating to the Background Intellectual Property infri...
WARRANTIES AND INDEMNITIES. 9.1 The Designer warrants that the result has been designed by him or her or on his or her behalf and, if the result is copyright-protected, that the Designer is the author within the meaning of the Auteurswet (Dutch Copyright Act) and as the copyright owner has power of disposition of the work. The Designer warrants that, as far as he/she knows or reasonably ought to know, the result of the work commissioned does not infringe any third-party rights and is not otherwise unlawful.
9.2 If the client uses the results of the work commissioned, it indemnifies the Designer or persons engaged by the Designer in the performance of the work commissioned against any third-party claims arising from the application or use of the result of the work commissioned. This is without prejudice to the Designer’s liability towards the client for failure to comply with the warranties referred to in the preceding paragraph and any other liability as referred to in Article 10 of these General Terms and Conditions.
9.3 The client indemnifies the Designer against any claim or action relating to intellectual property rights in materials or information supplied by the client and used in the performance of the work commissioned.
WARRANTIES AND INDEMNITIES a) The Client represents, warrants and undertakes to JBi that:
i) all information and Client Materials supplied to JBi by or on behalf of the Client in connection with this Agreement before and during the Term will so far as the Client is aware having made reasonable enquiry be accurate and not in any way unlawful;
ii) the Client Materials do not so far as the Client is aware having made reasonable enquiry infringe the Rights of any third party; and
iii) it shall abide by (and shall procure that all affiliates, group companies and suppliers abide by) any restrictions or licence terms contained in any agreements, approvals, licences or consents entered into in respect of Existing Material or Commissioned Material and undertakes it shall not exploit any Existing Material or Commissioned Material other than for the Purpose.
b) JBi shall ensure that each Deliverable (excluding the Client Materials as detailed in 11(a) and their broadcast, publication or otherwise making available to the public, in all material respects as delivered by JBi and in accordance with the plans therefore as agreed between the Client and JBi, shall:
i) comply with all applicable laws in the Territory and any other applicable laws, regulations, regulatory policies, guidelines or codes in each case from time to time in force, including all such guidelines and codes issued by statutory, regulatory and industry bodies;
ii) not infringe the Rights or proprietary rights of any third party; and
iii) not be defamatory, libellous, obscene or otherwise offensive.
c) JBi shall indemnify the Client, the Client's Affiliates and their respective Personnel (together Client Indemnified Parties) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Client Indemnified Parties (Losses) arising out of or in connection with any third-party claims or any action, adjudication or decision taken against the Client Indemnified Parties by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach by JBi of clause 11(b). This indemnity is up to a limit of £1 million (one million pounds).
d) The indemnity in clause 11(c) shall not extend to any Losses if the same are caused by:
i) any b...
WARRANTIES AND INDEMNITIES. 7.1 Both Parties warrant that they will comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and comply with such codes of conduct and anti-bribery and anti-corruption policies as are notified to the Client from time to time from the Company.
7.2 the Company warrants and undertakes to the Client that:
7.2.1 the Company shall provide the Products and / or Services with reasonable skill and care as an experienced and diligent provider of similar Products and Services; and
7.2.2 the Company shall provide the Products and / or Services in accordance with the relevant Service Specifications and the Order.
7.3 The Client warrants and undertakes that:
7.3.1 it is authorised to enter into this Agreement; and
7.3.2 the Company’s use of the Client’s Materials and any related trade or service marks will not breach the intellectual property rights of any third party anywhere in the world;
7.3.3 it will comply, without limitation, with all relevant laws and regulations in force including Data Protection Laws;
7.3.4 it will comply with any instructions or directions issued by or on behalf of the Company;
7.3.5 it will not publish any inaccuracies of fact; and
7.3.6 will include any legal or good practice notices as required by the Company from time to time.
7.3.7 it will not do, or omit to do, (their employees, agents or contractors will not do, or omit to do) anything which may bring the Company into disrepute;
7.3.8 it will not disparage the Company or any event that the Company is running;
7.3.9 it will not damage the Company’s goodwill; or
7.3.10 otherwise prejudice the Company’s image or reputation.
7.4 In the event that you change your name, trading style, identity or address or any other of the details disclosed by you to the Company, you will give the Company written notification of the change in question as soon as reasonably possible after becoming aware that the change will take place and in any event within five (5) working days of the change taking effect.
7.5 The Client will not use Company intellectual property in any way that, in our reasonable opinion, suggests that we are forming a partnership or any trading arrangement (other than the sponsorship of the event), or that we endorse any part of your business, trading name or style.
7.6 The Client hereby agrees to indemnify and keep the Company fully indemnified on demand against all damages, costs, expense...
WARRANTIES AND INDEMNITIES. 7.1. The Client provides JCDecaux with the following warranties in relation to the Artwork: -
7.1.1. it complies in all respects with the requirements of the Advertising Regulatory Board of South Africa (ARB), the ARB Code of Advertising Practice and Part E of the Consumer Protection Act 68 of 2008;
7.1.2. the Artwork will not be obscene, offensive, discriminatory, indecent, contrary to public morality, of a contentious nature, unsightly or objectionable, reflects unfavourably and/or has a prejudicial effect on JCDecaux, or prohibited by:- (a) law, (b) any agreement concluded between JCDecaux and any third party(ies) including but not limited to lease agreements with landlords, (c) any regulation, (d) any Governmental Body, (e) any other authority with relevant powers to which JCDecaux submits, and (f) JCDecaux’s Group Code of Conduct for Out-of-Home display as amended from time to time and which can be found at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/documents;
7.1.3. it has such authority as may be required in order to legitimately flight the Artwork in that manner and style contemplated by this Agreement, including, where applicable, the authority of any individuals depicted thereon;
7.1.4. JCDecaux does not breach the copyright or other intellectual property rights vesting in any third party; and
7.1.5. such display will not contravene any by-law or statute.
7.2. The Client hereby indemnifies JCDecaux against any claim of whatsoever nature that may be brought against JCDecaux as a consequence of a breach by the Client of such warranties, including those costs reasonably incurred by JCDecaux in opposing such claim.
7.3. Should JCDecaux in its sole opinion believe or suspect that the Client is in breach of any of the foregoing warranties then, notwithstanding the indemnity provided for in clause 7.2 above, JCDecaux may decline to authorise the flighting of the Artwork, or if the Artwork is already flighted, remove (and keep removed) such Artwork without notice of any kind, until such time as the Client:- (a) is able to satisfy JCDecaux to the contrary, or (b) has modified the Artwork at its own cost and within the time period specified by JCDecaux, so that the Artwork is commercially and legitimately acceptable and no longer in breach of the warranties, or (c) has completely replaced the Artwork at its own cost, and within the time period specified by JCDecaux, so that the Artwork is commercially and legitimately acceptable and no longer in breach of the warranti...
WARRANTIES AND INDEMNITIES.
14.1 Each party represents and warrants to the other party that:
(a) it has the power and authority necessary to enter into the Agreement; and
(b) it has the power and authority necessary to fully perform its obligations under the Agreement.
14.2 To the extent permitted by law and expressly stated in this Agreement, Company disclaims any and all representations and warranties, express or implied, with regard to the Services, the Software, the Company Technology and the Company Equipment including, without limitation, warranties of merchantability, accuracy, fitness for a particular purpose, requirements, quality or that the Services will be uninterrupted or error free.
14.3 Customer shall indemnify Company, Company’s Associated Companies and their respective officers, employees, agents and contractors against any and all losses, damages, liabilities, costs, claims and expenses (including but not limited to legal costs awarded on a full indemnity basis) incurred by Company arising out of or in connection with:
(a) any act or omission, whether or not negligent, of Customer and/or its Associated Companies or any of their officers, employees, agents or contractors or any breach of any warranty or term of the Agreement; and
(b) any claim by any person or liability of Company under any Relevant Law in relation to the use of the Services including, without limitation, any claim in relation to any content transmitted using the Services including any claim for infringement of any Intellectual Property Rights or any claim arising out of or relating to the use of the Services to carry material of obscene, indecent or defamatory nature.
WARRANTIES AND INDEMNITIES. 11.1. BSF shall exercise reasonable skill and care in the provision of the Services.
11.2. BSF and the Participating User each warrants and represents that it is and will throughout the term of this Agreement remain an Authorized SWIFT Participant.
11.3. BSF and each Customer warrants and represents that:
11.3.1. it is duly organized and validly existing under the laws of the jurisdiction of its incorporation (as identified at the beginning of this Agreement) and has been in continuous existence since establishment;
11.3.2. it has the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights, and perform its obligations, under this Agreement, (where applicable) its Customer Adherence Form and any SWIFT Agreement to which it is party; and
11.3.3. It has reviewed and fully understands its obligations under this Agreement and (in the case of BSF and the Participating User) its SWIFT Agreement, including the SWIFT Documentation.
11.4. Each Customer warrants and represents that it has assessed the security arrangements relating to the Participating User’s access to and use of the Services and the Direct Corporate Access Service and has concluded that they are adequate to protect its interests.
11.5. Each Customer shall indemnify and keep indemnified BSF and each sub-contractor of BSF on demand against each loss, liability and cost (including each loss, liability and cost incurred as a result of defending or settling a claim alleging such a liability) arising as a result of:
11.5.1. a breach by a Customer of a warranty and representation in this clause 11 or any other breach by a Customer of any relevant law or regulation, this Agreement or (in the case of the Participating User) a SWIFT Agreement or the SWIFT Documentation;
11.5.2. any claim by any person that any Instruction infringes the right, title or interest of any person or contravenes any relevant law, regulation, ordinance, court order or other mandate or prohibition with the force of law;
11.5.3. an act or omission of a Customer which places BSF in breach of a SWIFT Agreement; or
11.5.4. BSF treating as Authorized or authentic, relying upon and/or implementing any Instruction contained in a SWIFT Message received by BSF within the Direct Corporate Access Service.
11.6. The Customers’ liability under clause 11.5 is joint and several.
WARRANTIES AND INDEMNITIES. 3.1 [Party A] warrants and represents that [it/they] [have/has] not sold, transferred, assigned or otherwise disposed of [its/their] interest in the Settled Claims.
3.2 Each Party shall indemnify, and shall keep indemnified, the other Party in respect of any and all costs or liabilities (including any and all legal costs, whether or not those costs would be recoverable apart from the provisions of this clause) incurred in connection with any future actions, claims or proceedings it might bring against the other party or, in the case of the Group, its Associates in respect of any of the Settled Claims.
3.3 [[Party A] warrants and represents that: he/she has not had a bankruptcy petition presented against him/her or been declared bankrupt or been served with a statutory demand; and he/she has not entered into or proposed to enter into any arrangement with or for his/her creditors (including, but not limited to, an individual voluntary arrangement), and no analogous procedure or step has been taken in any jurisdiction.
WARRANTIES AND INDEMNITIES. The Contractor shall be responsible for and shall indemnify and keep indemnified the Purchaser, its agents, employees, officers, subsidiaries, associated companies, assigns and, where the Purchaser is acting as an agent, the Purchaser’s principal, on demand and in full against any and all losses, costs, judgments, claims or liabilities in respect of: any death or personal injury to any person; any loss of or damage to any property (including property belonging to the Purchaser or for which it is responsible); any breach of statutory duty; any losses, actions, claims or demands by third parties against the Purchaser, and any costs, charges and expenses (including legal expenses) suffered or incurred by the Purchaser in respect of same; and any losses, claims, expenses and liability that the Purchaser may suffer as a result of the Purchaser's performance or non-performance of the Contract (excepting the Purchaser's obligation to pay the Rental Payment). in each case arising directly or indirectly out of, or in connection with any negligent act or omission, or breach of these terms and conditions committed by the Contractor or its employees, agents or sub-contractors. The Purchaser undertakes that the Contractor shall be given notice of any third party action or claim described in Clause 14.1 above that is made against the Purchaser within seven (7) days and the Contractor shall, subject to the Purchaser being indemnified and secured by the Contractor to its reasonable satisfaction against any costs, liabilities, losses or expenses it may suffer in so doing, have the right to defend any such claims, following consultation with the DPS Purchaser who shall be kept fully informed at all times of all such claims or proceedings arising from such actions or claims, and make settlements thereof at its own discretion in order to settle or oppose any such claims. The Contractor hereby warrants and undertakes to the Purchaser that: it has the appropriate skills and technical capacity, legal right and full power and authority to perform its obligations under these terms and conditions; all Services are and will be fit for the purpose for which they are intended; all Services will conform to its specification, be of satisfactory quality, safe, and suitable for the purpose for which is normally used, and the purpose disclosed by the Purchaser; and it shall not do anything to prejudice the name or reputation of the Purchaser, or the Purchaser’s business interests. The Cont...
