Warranties and Indemnity. 5.1 Subject to Clause 5.10, [**] warrant to the Buyer in the terms set out in Part 1 of Schedule 3 and Part 2 of Schedule 4 and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be to the Sellers.
5.2 The Sellers are aware and acknowledge that the Buyer has entered into this Agreement in reliance on the Warranties which have induced it to enter into this Agreement.
5.3 The Warranties are given subject only to the matters fairly disclosed in the Disclosure Letter. The rights and remedies of the Buyer in respect of any breach of the Warranties shall not be affected by Completion.
5.4 Each of the Warranties set out in each paragraph of Part 1 of Schedule 3 are separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything in this Agreement.
5.5 If there is a breach of a Warranty and:
5.5.1 the value of an asset of the Company or the Subsidiary Undertaking is or becomes less than the value would have been had the breach not occurred; or
5.5.2 the Company and/or the Subsidiary Undertaking is/are subject to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred, [**] pay the Buyer on demand (at the Buyer’s option) an amount equal to the relevant Due Proportion of the reduction caused in the value of the Shares.
5.6 [**] indemnify the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with:
5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlement; and
5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for the Buyer or the enforcement of the judgment.
5.7 [**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered by the Company following Completion as a result of any variation or error in the figures set out in Schedule 8.
5.8 If in respect of or in connection with any breach of any of the Warranties or any indemnity claim under this Clause 5 any sum payable to the Buyer by the Sellers by way of compensation is subject to Taxation, then such further amount shall be paid to the Buyer...
Warranties and Indemnity. 24.1 By signing the Deal Memo the Writer warrants that the Writer:
a) is or will be the sole author of the Script which is wholly original to the Writer (except to the extent that it is based on or relates to the work of third parties provided by the BBC) and does not infringe the copyright or any other right of any third party nor contain any defamatory statement or innuendo which if published in any form whatsoever might confer on any person firm or company a right of action or claim for damages (provided however that the Writer shall not be liable for any defamatory matter which in the reasonable opinion of the BBC was included in the Script without negligence or malice on the Writer’s part);
b) is free to accept this engagement and has no commitments and will not make or accept any commitment which shall prevent the full rendering of the Writer’s services required to the BBC in accordance with this Agreement; c) is a “qualifying person” within the meaning of the Act;
Warranties and Indemnity. YOU REPRESENT AND WARRANT THAT:
(A) YOU WILL USE THE SERVICE AND RELATED TECHNOLOGY ONLY FOR LEGAL PURPOSES AND ONLY AS PROVIDED IN THIS AGREEMENT;
(B) YOUR USE THE SERVICE WILL BE IN COMPLIANCE WITH APPLICABLE LAW, INDUSTRY STANDARDS, AND OUR POLICIES, PROCEDURES, AND SPECIFICATIONS AS AMENDED FROM TIME TO TIME;
(C) YOU ARE A PAYEE AUTHORIZED TO ENFORCE EACH CHECK YOU TRANSMIT;
(D) ALL CHECKS TRANSMITTED TO US AND RELATED INFORMATION ARE ACCURATE AND COMPLETE AND ONLY ELIGIBLE ITEMS AS PROVIDED IN THIS AGREEMENT WILL BE DEPOSITED;
(E) YOU WILL COOPERATE WITH US WHEN NECESSARY IN CONNECTION WITH OUR PROVISION OF THE SERVICE;
(F) THE QUALITY OF CHECKS AND THE IMAGES YOU TRANSMIT WILL BE SUCH THAT A LEGALLY EQUIVALENT SUBSTITUTE CHECK CAN BE CREATED;
(G) YOU WILL NOT TRANSMIT ANY ITEM TO US THAT CONTAINS A VIRUS OR OTHER HARMFUL COMPUTER CODE;
(H) YOU WILL NOT DEPOSIT AN ORIGINAL CHECK THAT WAS ORIGINALLY DEPOSITED USING THIS SERVICE UNLESS THE ITEM CANNOT BE ACCEPTED OR PROCESSED AND WE EXPRESSLY INSTRUCT YOU IN WRITING THAT YOU MAY DO SO;
(I) THE ITEMS YOU SUBMIT WILL CONFORM TO OUR STANDARDS AND YOU WILL NOT BREACH THE TERMS OF THIS AGREEMENT AT ANY TIME;
(J) CHECKS YOU SUBMIT ARE NOT COUNTERFEIT OR ALTERED AND THAT ALL SIGNATURES ON CHECKS ARE AUTHORIZED AND AUTHENTIC;
(K) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES FOR THE COLLECTION AND PRESENTMENT OF CHECKS AS PROVIDED IN THE TEXAS UNIFORM COMMERCIAL CODE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES SET FORTH IN TEXAS BUSINESS & COMMERCE CODE §4.208;
(L) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES AND INDEMNIFICATIONS OF CHECK 21, INCLUDING WITHOUT LIMITATION, THE WARRANTY THAT NO DEPOSITORY INSTITUTION, DRAWEE, DRAWER, OR INDORSER WILL RECEIVE PRESENTMENT OR RETURN OF, OR OTHERWISE BE CHARGED FOR, THE SUBSTITUTE CHECK, THE ORIGINAL CHECK, OR A PAPER OR ELECTRONIC REPRESENTATION OF THE SUBSTITUTE CHECK OR ORIGINAL CHECK SUCH THAT THAT PERSON WILL BE ASKED TO MAKE A PAYMENT BASED ON A CHECK THAT IT ALREADY HAS PAID;
(M) WE WILL SUFFER NO LOSS AS A RESULT OF OUR ACCEPTANCE OF YOUR ITEMS OR YOUR USE OF THE SERVICE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US HARMLESS FOR ALL COSTS, EXPENSES, LOSSES, AND LIABILITIES WE INCUR, INCLUDING WITHOUT LIMITATION, ATTORNEY’S FEES, COURT COSTS, AND INTEREST, THAT ARISE OUT OF, RESULT FROM, OR RELATE TO YOUR BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES IN THIS AGREEMENT.
Warranties and Indemnity. 19.1 The Supplier warrants and represents (on an ongoing basis) that:
(a) it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Agreement and each Contract;
(b) this Agreement is executed by a duly authorised representative of the Supplier;
(c) it does not and will not have any interest in any matter where there is or is reasonably likely to be a conflict of interest with the performance of this Agreement or any Contract, save to the extent fully disclosed to and approved by UKRI prior to the Commencement Date (or as applicable the Contract Commencement Date);
(d) as at the Commencement Date, all information, statements and representations contained in any tender submitted by the Supplier prior to entering into this Agreement are true, accurate and not misleading save as may have been specifically disclosed in writing to UKRI before the execution of this Agreement, and it will promptly advise UKRI of any fact, matter or circumstance of which it may become aware during the Term that would render any such information, statement or representation to be false or misleading;
(e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets that will or might affect its ability to perform its obligations under this Agreement or any Contract which may be entered into;
(f) it is not subject to any contractual obligation, compliance with which is likely to have an effect on its ability to perform its obligations under this Agreement or any Contract; and
(g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of its assets or revenue.
19.2 The Supplier shall indemnify, and shall keep indemnified, UKRI in full against all costs, claims, expenses, damages and losses (whether direct or indirect to include loss of profits, loss of business, depletion of good will and similar losses), including any interest, penalties, fines, legal and other professional fees and expenses awarded against or incurred or paid by UKRI as a result of or in connection with:
(a) the Supplier’s breach or negligent performance or no...
Warranties and Indemnity. By signing the Deal Memo the Writer warrants that the Writer:
28.1 is or will be the sole author of the Script which is wholly original to the Writer (except to the extent that it is based on or relates to the work of third parties provided by the BBC or a third party work which is otherwise agreed for inclusion in writing by the Writer and the BBC in the Deal Memo) and does not infringe the copyright or any other right of any third party nor contain any defamatory statement or innuendo which if published in any form whatsoever might confer on any person firm or company a right of action or claim for damages (provided however that the Writer shall not be liable for any defamatory matter which in the opinion of the BBC was included in the Script without negligence or malice on the Writer’s part)
28.2 is free to accept this engagement, and has no commitments and will not make or accept any commitment which shall prevent the full rendering of the Writer's services required to the BBC in accordance with this Agreement
28.3 is a “qualifying person” (for the purpose of ensuring that the Script qualifies as a copyright work) within the meaning of the Act
28.4 will at the expense of the BBC do all such further acts and sign or execute all such further documents or deeds as the BBC may require to protect vest in or confirm to it the rights intended to be granted hereby
28.5 will indemnify the BBC against all actions proceedings costs claims and damages and any compensation agreed on the advice of Counsel arising from any breach or non-performance by the Writer of any warranty contained in this Agreement. The BBC will consult with the Writer prior to settling any claim against the BBC by a third party pursuant to this clause.
Warranties and Indemnity. 9.1 Energy Action warrants that:
(a) it will provide the Services with due care and skill using that standard of diligence that would reasonably be expected from a prudent and experienced provider of services which are similar to the Services in Australia; and
(b) the provision of the Services by Energy Action, and the use and taking the benefit of the Services by the Client, will not infringe the Intellectual Property Rights of any third party.
9.2 The Client warrants to the best of the Client’s knowledge that any materials and information provided by the Client or on the Client’s behalf to Energy Action for the purposes of providing the Services:
(a) are true, complete and current;
(b) do not infringe the rights of any third party;
(c) are able to be legally provided to Energy Action and its disclosure does not breach any law or any obligation (whether of confidence or otherwise) owed to any person; and
(d) the Client has all necessary right, power and authority to enter into this Agreement and to perform the acts required of the Client under this Agreement.
9.3 The Client represents and warrants to Energy Action that:
(a) the Client has all necessary rights and permissions to supply, and licence the use of, Data to Energy Action; and
(b) no Data, nor any use of Data, will infringe or result in any authorised use of the rights (including intellectual property rights) of any person.
9.4 Apart from any guarantee implied by law which may not be excluded, restricted or modified, and any express representation or warranty in this Agreement, Energy Action makes no representations or warranties in relation to the Services provided under this Agreement and, to the full extent permitted by law, excludes any condition or warranty implied into this Agreement by law.
9.5 The Client indemnifies and keeps indemnified Energy Action and its officers, employees, agents, subsidiaries and affiliates against all claims (including third party claims), demands, damages, costs (including legal costs), penalties or suits arising out of or consequential upon the Client’s use of the Services (including the use of the Service by the Client’s employees, agents and contractors) and any breach of any warranty or other term of this Agreement or the Client’s arrangements (whether contractual or otherwise) with the Data Provider or the Retailer of Choice except to the extent that Energy Action has contributed to any loss, damages or claims.
Warranties and Indemnity. 7.1 The Supplier warrants to the Company that the Goods:
7.1.1 will be of satisfactory quality within the meaning of the Sale of Goods Xxx 0000 and the Sale and Supply of Goods Xxx 0000, and fit for any purpose held out by the Supplier or made known to the Supplier in writing at the time the Order is placed;
7.1.2 will be free from defects in design, material and workmanship;
7.1.3 will correspond in every respect with any specifications, drawings, samples or descriptions provided by the Company; and
7.1.4 will comply with all statutory requirements and regulations and voluntary codes of conduct relating to the Goods and their sale and supply.
7.2 The Supplier warrants to the Company that the Services:
7.2.1 will be performed by appropriately qualified, trained and experienced personnel, with a high standard of skill, care and diligence;
7.2.2 will be performed to such high standard of quality as it is reasonable for the Company to expect in all the circumstances; and
7.2.3 will comply with all statutory requirements, implied terms, regulations and codes of practice relating to the supply of services generally and the Services in particular.
7.3 The Supplier acknowledges that precise conformity of the Goods and/or Services with the Agreement is of the essence of the Agreement and the Company shall be entitled to reject the Goods and/or Services if they are not in conformity with the Agreement, however slight the breach may be.
7.4 In the event that the Company does reject the Goods and/or Services under Condition 7.3 above the Supplier shall forthwith at its cost remedy the fault or (at the Company's option) replace the faulty Goods and/or perform the Services afresh at any time within 12 months of first use.
7.5 Where a Supplier provides Goods created by a third party, then the warranty provided in 7.1 above will be transferred from the third party to the Company and the Supplier shall not be held liable for any failure to meet the warranty conditions by the third party goods. Condition 7 Warranty and Indemnity and Condition 13 Intellectual Property Rights shall only apply to the Goods and/or Services provided directly by the Supplier.
7.6 The Supplier shall indemnify and keep indemnified the Company in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by the RSPB or RSPB Sales Limited or any of its Subsidiaries or Holding Companie...
Warranties and Indemnity. 11.1. Save as provided in Section 11.9 below, Adaptimmune warrants to GSK that as of the Effective Date:
11.1.1. it has the right to grant the licences in accordance with Section 6.6;
11.1.2. it has in place contracts with its employees and other personnel it appoints to perform the Collaboration Program sufficient to ensure all Collaboration Program IP is owned in accordance with Article 7 above;
11.1.3. all of Adaptimmune’s agreements with the subcontractors existing as at the Effective Date provide (i) that Adaptimmune shall, in all cases, retain or obtain ownership of any and all Intellectual Property arising as a result of performance of any sub-contracted activity under the Development Plan, (ii) that such subcontractor has no rights to use any Intellectual Property Rights owned or Controlled by Adaptimmune save as strictly necessary for performance of the sub-contracted activities and (iii) that such subcontractor shall not be entitled to further sub-contract its obligations as they relate to the conduct of any Collaboration Program under this Agreement.
11.1.4. It has not received any written notice from any Third Party asserting or alleging that the research, development or manufacturing of any Therapy infringes or misappropriates the Intellectual Property Rights of such Third Party;
11.1.5. Schedule 3 sets forth a complete and accurate list of the patents comprising the Adaptimmune Background relevant to the Targets within the Dataroom as of the Effective Date;
11.1.6. Adaptimmune has provided GSK with a complete and accurate copy of the Assignment Agreement, as such agreement is in effect as of the Effective Date, and Adaptimmune is not aware of any current material breach of the Assignment Agreement that would give Immunocore the right to terminate the same;
11.1.7. Adaptimmune represents and warrants to GSK that it has not intentionally omitted to furnish GSK with any material information known to Adaptimmune in response to GSK’s requests for information, at the time of such response, during the due diligence and negotiation process with respect to this Agreement;
11.1.8. Save as disclosed in the Due Diligence Dataroom as at the Effective Date, it is not aware of any Third Party Intellectual Property Right which it would be knowingly infringing or intentionally misappropriating in performing any part of the Initial Target Program; and
11.1.9. the information in the Due Diligence Dataroom is accurate in all material respects.
11.2. GSK warrants...
Warranties and Indemnity. 14.1 Oneserve warrants that it has title or authority to grant the licences in accordance with the Agreement and permit your use of the Software.
14.2 Subject to clause 15, Oneserve shall indemnify you from and against all claims, actions, proceedings, and all damages, losses, fines, judgements, demands, fees, costs and expenses (including legal fees and disbursements on a full indemnity basis) arising as a result of any action or claim of infringement of copyright, database, and software rights, trade and service marks or names, design rights, patents, rights to apply for any of them, and any other intellectual property rights of a third party arising from your use of the Software during the Licence Period in accordance with these Terms but excluding any materials that you provide or any data processed using the Software, provided that:
14.2.1. Oneserve is given prompt notice of such claim;
14.2.2. you provide information and reasonable co-operation to Oneserve in the defence and settlement of such claim;
14.2.3. Oneserve is given sole authority to defend or settle the claim; and
14.2.4. to the extent permitted to do so by law, you shall not make any admissions which may be prejudicial to the defence or settlement of any such claim.
14.3 Oneserve shall not in any circumstances have any liability pursuant to clause 14.2:
14.3.1. caused or contributed to by your use of the Software in combination with software not supplied or approved in writing by Oneserve;
14.3.2. based on use of any version of the Software other than the latest version supplied by Oneserve, if such claim could have been avoided by the use of such supplied version;
14.3.3. where the claim for infringement arises in respect of a feature of the Software which was specified by you in the Specification Document; or
14.3.4. for the failure or incompatibility of equipment, property damage or incorrect data readings as a result of failed, damaged or incorrectly installed IoT sensors.
14.4 If use of the Software or receipt of the Support Services becomes, or in the opinion of qualified legal counsel is likely to become, the subject of any such claim, Oneserve may:
14.4.1. replace all or part of the Software with functionally equivalent software without any charge to you;
14.4.2. modify the Software as necessary to avoid such claim, provided that Software (as amended) functions in substantially the same way as before modification;
14.4.3. procure for you a licence from the relevant claimant to con...
Warranties and Indemnity. 8.1 AvantGo warrants; (i) that AvantGo has not granted and will not grant any rights in the Software to any third party which grant is inconsistent with the rights granted to Microsoft in this Agreement; (ii) that to the best of AvantGo's knowledge, the Software does not infringe any patent; (iii) that the Software does not infringe any trade secret, copyright or other proprietary right held by a third party, provided that Microsoft agrees that AvantGo shall not be responsible for any settlement made by Microsoft which would require an admission of AvantGo's breach of subsections (ii) and (iii) without AvantGo's written permission, whose permission shall not be unreasonably withheld. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, AVANTGO DISCLAIMS ALL WARRANTIES ON SOFTWARE AND SERVICES FURNISHED HEREUNDER INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR USE.
8.2 AvantGo shall, at its expense and Microsoft's request, defend any claim or action brought against Microsoft, and Microsoft's subsidiaries, affiliates, directors, officers, employees, agents and independent contractors, to the extent such action is based upon a claim that the Software infringes or violates any patent, copyright, trade secret or other proprietary right of a third party; and AvantGo shall indemnify and hold Microsoft harmless from and against any costs, damages, and fees reasonably incurred by Microsoft, including but not limited to fees of attorneys and other professionals, that are attributable to such claim; provided that: (i) Microsoft gives AvantGo reasonably prompt notice in writing of any such claim or action and permits AvantGo, to answer and defend the claim or action; (ii) Microsoft provides AvantGo information, assistance and authority, at AvantGo's expense, to assist AvantGo in defending the claim or action; and (iii) AvantGo shall not be responsible for any settlement made by Microsoft without AvantGo's written permission, which permission shall not be unreasonably withheld. AvantGo shall have no indemnity liability under this Section to the extent that the claim or lawsuit is based upon Microsoft's modification of the Software.
8.3 Microsoft agrees that the indemnification under Article 8.2 shall not apply and moreover, shall be extended to AvantGo and its subsidiaries, affiliates, directors, officers, employees, agents and independent contractors, by Microsoft for any claim or action that is based upon the (i) use of ...
