Common use of Warranties and Indemnity Clause in Contracts

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 non-performance of this Agreement or any Contract; (b) any claim brought against UKRI for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the manufacture, receipt, use or supply of the Goods and/or Services, to the extent that the claim is attributable to the acts or omissions of the Supplier or any Staff; (c) any claim made against UKRI by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods and/or Services, to the extent that the defect in the Goods and/or Services is attributable to the acts or omissions of the Supplier and the Staff; and (d) any claim whether in tort, contract, statutory or otherwise, demands, actions, proceedings and any awards arising from a breach by the Supplier of clause 16 of the Agreement or any Contract. 19.3 This clause 19 shall survive termination or expiry of the Agreement.

Warranties and Indemnity. 19.1 The Supplier Seller represents and warrants and represents (on an ongoing basis) to the Buyer that: (a) : it has full power, capacity and authority and all necessary consents to enter into and perform this agreement and to perform its obligations under grant the Option on the terms and conditions of this Agreement and each Contract; (b) agreement; [this Agreement agreement is executed by a duly authorised representative of the SupplierSeller and that, once executed, this agreement will constitute the Seller's legal, valid and binding obligations; (c) ] [DRAFTING NOTE: To be included if the Seller is an organisation] it does not is, and will not have remain during the Option Period, the sole legal and beneficial owner of the Works, subject only to the Option; it has, and will retain during the Option Period (and, if later, until Completion), all right, title and interest to the Works free from all Encumbrances such that, subject to the Buyer’s exercise of the Option in accordance with this agreement, the Seller will transfer to the Buyer good and valid title and the exclusive and unrestricted right to possession of the Works; it has no knowledge of any interest in Encumbrances threatened or pending nor any matter where there is knowledge of any facts or is reasonably circumstances likely to be a conflict give rise to any Encumbrances; it is not aware of interest with the performance of this Agreement any challenges or any Contract, save disputes (pending or threatened) relating to the extent fully disclosed to provenance of the Works and approved by UKRI prior to it has provided the Commencement Date (Buyer with all information concerning the provenance of the Works in the Seller’s control or as applicable possession and has notified 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 Buyer in writing to UKRI before the execution of this Agreement, and it will promptly advise UKRI of any factand all concerns, matter enquiries, claims or circumstance other form of expression of which it may become is aware that are or have been expressed by third parties in relation to the provenance and/or ownership of the Works; if during the Term Option Period (and, if later, until Completion) it becomes aware of any information that would render any such information, statement or representation have put the Seller in breach of the warranties at sub-clauses 9.1.1 to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently 9.1.6 had it been aware of that information on the date of this agreement it will notify the Buyer in progress or, writing immediately; to the best of its knowledge the Seller’s knowledge, information and belief, pending : the Works have not been imported into or threatened against it or exported from any of country contrary to 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 Contractlaws; 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 Works were originally created by []. The Supplier Seller shall indemnify, indemnify and shall keep indemnified, UKRI in full indemnified the Buyer against all costslosses, claimsdamages, expenses, damages and losses (whether direct costs or indirect to include loss of profits, loss of business, depletion of good will and similar losses), including any interest, penalties, fines, legal expenses 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 non-performance of this Agreement or any Contract; (b) any claim brought against UKRI for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the manufacture, receipt, use or supply of the Goods and/or Services, to the extent that the claim is attributable to the acts or omissions of the Supplier or any Staff; (c) any claim made against UKRI by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods and/or Services, to the extent that the defect in the Goods and/or Services is attributable to the acts or omissions of the Supplier and the Staff; and (d) any claim whether in tort, contract, statutory or otherwise, demands, actions, proceedings and any awards liabilities arising from a breach by the Supplier of clause 16 of the Agreement or any ContractSeller’s representations and warranties in this Clause 9. 19.3 This clause 19 shall survive termination or expiry of the 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 non-performance of this Agreement or any Contract;NOT USED (b) any claim brought against UKRI for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the manufacture, receipt, use or supply of the Goods and/or Services, to the extent that the claim is attributable to the acts or omissions of the Supplier or any Staff; (c) any claim made against UKRI by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods and/or Services, directly related to the extent that the defect in the Goods and/or Services is attributable to the negligent acts or omissions of the Supplier and the Staff; and (d) any claim whether in tort, contract, statutory or otherwise, demands, actions, proceedings and any awards arising from a breach by the Supplier of clause 16 of the Agreement or any Contract. 19.3 This clause 19 shall survive termination or expiry of the Agreement.

Warranties and Indemnity. 19.1 20.1 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 20.2 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 non-performance of this Agreement or any Contract; (b) any claim brought against UKRI for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the manufacture, receipt, use or supply of the Goods and/or Services, to the extent that the claim is attributable to the acts or omissions of the Supplier or any Staff; (c) any claim made against UKRI by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods and/or Services, to the extent that the defect in the Goods and/or Services is attributable to the acts or omissions of the Supplier and the Staff; and (d) any claim whether in tort, contract, statutory or otherwise, demands, actions, proceedings and any awards arising from a breach by the Supplier of clause 16 17 of the Agreement or any Contract. 19.3 20.3 This clause 19 20 shall survive termination or expiry of the 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 non-performance of this Agreement or any Contract; (b) any claim brought against UKRI for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the manufacture, receipt, use or supply of the Goods and/or Services, to the extent that the claim is attributable to the acts or omissions of the Supplier or any Staff; (c) any claim made against UKRI by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods and/or Services, to the extent that the defect in the Goods and/or Services is attributable to the acts or omissions of the Supplier and the Staff; and (d) any claim whether in tort, contract, statutory or otherwise, demands, actions, proceedings and any awards arising from a breach by the Supplier of clause 16 of the Agreement or any Contract. 19.3 This clause 19 shall survive termination or expiry of the Agreement.