Warranties Indemnification. Contributors, jointly and severally, warrant and represent that (a) all Contributors have the full power and authority to enter into and execute this Agreement and to license the rights granted herein, and that such rights are not now subject to prior assignment, transfer, or other encumbrance; (b) the Contribution is the original work of Contributors (except for copyrighted material owned by others for which written permission has been obtained), has not been previously published in any form (except for any previous public distribution of the Contribution, which has been disclosed in writing to the Editor), and has been submitted only to the Journal; (c) the Contribution does not infringe the copyright or violate any proprietary rights, rights of privacy or publicity, or any other rights of any third party, and do not contain any material that is libelous or otherwise contrary to law; (d) all statements and presentation of data in the Contribution asserted as factual are either true or based on generally accepted professional research practices, and no formula or procedure contained therein would cause injury if used in accordance with the instructions and/or warnings included in the Contribution; and (e) any studies on which the Contribution is directly based were satisfactorily conducted in compliance with the governing Institutional Review Board (IRB) standards or were exempt from IRB requirements. In the event that any of the foregoing warranties or representations are breached, Contributors, jointly and severally, shall indemnify and hold harmless Proprietor, the Journal’s Editor, and Proprietor’s affiliates, assigns, and licensees (expressly including SAGE, if SAGE is not the Proprietor), against any losses, liabilities, damages, costs and expenses (including legal costs and expenses) arising from or resulting out of any claim or demand of any kind relating to such breach.
Warranties Indemnification. 13.1 To the extent that Channel Partner resells the Products to its customers, Channel Partner may assign, without modification, any warranties and representations relating to the Products given by RITTAL to Channel Partner, to the extent that such warranties and representations are either set forth in the Commercial Terms or otherwise provided to Channel Partner in a writing signed by RITTAL, to the customers of Channel Partner. However, Channel Partner shall be solely responsible for any and all additional warranties or representations given by Channel Partner to its customers as it relates to the Products and/or Services.
13.2 Channel Partner xxxxxx agrees to defend, indemnify, and hold harmless RITTAL and its officers, managers, members, employees, contractors, agents, affiliates, representatives, successors, and assigns (collectively, the "RITTAL Agents") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses (paid, assumed or incurred) of whatever kind (including reasonable attorney fees) asserted or made against the RITTAL Agents (collectively, the “Claims”) that may arise from or relate to, directly or indirectly, in whole or in part: (i) the acts or omissions of Channel Partner or its officers, managers, owners, employees, contractors, agents, affiliates, representatives, successors, and assigns, including but not limited to the selling of the Products and/or Services by Channel Partner; (ii) any and all additional warranties or representations given by Channel Partner to its customers relating to the Products and/or Services pursuant to Section 13.1; (iii) the relationship of Channel Partner with its customers, vendors, or suppliers other than RITTAL; or (iv) any material breach of this Agreement by Channel Partner. The obligations of Channel Partner under this Section to defend, indemnify, and hold harmless will apply regardless of whether Claim arises in tort, negligence, contract, warranty, strict liability, statute, or otherwise.
Warranties Indemnification. The School makes no warranties of any kind, either express or implied, in connection with its provision, of access to and use of its computer networks and the Internet provided under this Policy. It shall not be responsible for any claims, losses, damages or costs (including attorney's fees) of any kind suffered, directly or indirectly, by any user or his/her parent(s) or guardian(s) arising out of the user's use of its computer networks or the Internet under this Policy. By signing this Policy, users are taking full responsibility for his/her use, and the user who is eighteen (18) or older or, in the case of a user under eighteen (18), the parent(s) or guardian(s) are agreeing to indemnify and hold the School, and all of their administration, teachers, and staff harmless from any and all loss, costs, claims or, damages resulting from the user's access to its computer network and the Internet, including but not limited to any fees or charges incurred through purchases of goods or services by the user. The user or, if the user is a minor, the user's parent(s) or guardian(s) agree to cooperate with the School in the event of the School's initiating an investigation of a user's use of his/her access to its computer network and the Internet, whether that use is on a School computer or on another computer outside the School’s network.
Warranties Indemnification. Section 12.1 Customer warrants merchantable title to the NGLs delivered to Processor hereunder and the right to exchange the same pursuant to this Agreement, and further warrants that all such NGLs are, at the time of delivery, free from all and charges, liens, encumbrances, defects and adverse claims. Customer agrees to indemnify and hold Processor harmless from and against any and all claims, causes of action, judgments or liabilities brought by or awarded to third parties arising out of or connected with any allegation that Customer or its Affiliate did not have title or the authority to exchange and convey title to the same or to cause such NGLs to be fractionated and redelivered hereunder. Said indemnity includes payments of reasonable attorney’s fees and expenses incurred in defense of said claims or causes of action. Said indemnity shall survive the expiration or termination of this Agreement.
Section 12.2 Processor warrants title to the Products redelivered to Customer hereunder and the right to exchange the same pursuant to this Agreement, and further warrants that all such Products are, at the time of redelivery, free from all charges, liens, encumbrances, defects and adverse claims, except to the extent that Processor may breach its warranty of title by reason of Customer breaching its warranty of title at paragraph 12.1 with respect to NGLs actually delivered to Processor. Processor agrees to indemnify and hold Customer harmless from and against any and all claims, causes of action, judgments or liabilities brought by or awarded to third parties arising out of or connected with any allegation that Processor or its Affiliate did not have title or the authority to exchange and convey title to the same or to cause such Products to be redelivered hereunder. Said indemnity includes payments of reasonable attorney’s fees and expenses incurred in defense of said claims or causes of action. Said indemnity shall survive the expiration or termination of this Agreement.
Section 12.3 Processor and Customer each assume liability for and shall indemnify, defend and hold harmless the other party, and that party’s partners and Affiliates, and their officers, employees, and agents, from and against all liability, loss, claims, strict liability claims, demands, lawsuits, judgments, orders, penalties, expenses (including but not limited to reasonable attorneys’ fees), costs, and causes of action (collectively referred to as “Claims”) asserted by any person or ent...
Warranties Indemnification. The Monroeville Local Schools makes no warranties of any kind, either express or implied, in connection with its provision of access to and use of its computer networks and the Internet provided under this Policy and Agreement. It shall not be responsible for any claims, loses, damages or costs (including attorney's fees) of any kind suffered, directly or indirectly, by any user or his or her parent(s) or guardian(s) arising out of the user's use of its computer networks or the Internet under this Policy and Agreement. By signing this Policy and Agreement, users are taking full responsibility for his or her use, and the user who is 18 or older or, in the case of user under 18, the parent(s) or guardian(s) are agreeing to indemnify and hold the School, Monroeville Local Schools, Northern Ohio Educational Computer Association that provides the computer and Internet access opportunity to the Monroeville Local Schools and all of their administrators, teachers and staff harmless from any and all loss, costs, claims for damages resulting from the user's access to its computer network and the Internet, including but not limited to any fees or charges incurred through purchases of goods or services by the user. The user or, if the user is a minor, the user's parent(s) or guardian(s) agree to cooperate with the School in the event of the School's initiating an investigation of a user's use of his or her access to its computer network and the Internet, whether that use is on a School computer or on another's outside the School District's network.
Warranties Indemnification. (a) EACH RESPONSIBLE PARTY WARRANTS THAT THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT SHALL BE PERFORMED IN GOOD FAITH, AND IN A PROFESSIONAL AND WORKMANLIKE MANNER BY PERSONNEL FAMILIAR WITH THE SERVICES TO BE PROVIDED. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, EACH RESPONSIBLE PARTY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER MATTER WITH RESPECT TO ANY TRANSITION SERVICE OR THE PERFORMANCE THEREOF.
(b) Subject to the limitations set forth in Section 13, Holding Company agrees to defend, indemnify and hold harmless Cargill and its affiliates and their respective directors, officers, employees and agents (collectively, “DOEAs”) from and against any and all claims, losses, damages, liabilities, actions, suits, proceedings, judgments, orders, fines, penalties or injuries (including costs of defense and investigation) (collectively “Damages”) incurred by Cargill, its affiliates or their respective DOEAs caused by or resulting from (i) its performance of or failure to perform its obligations hereunder; (ii) Holding Company’s access to and on Cargill’s property and (iii) Holding Company’s operation of its business; provided, however, the foregoing indemnity shall not apply to any such Damages to the extent caused by acts or omissions of Cargill, its affiliates or their respective DOEAs constituting negligence or willful misconduct. This indemnity includes, but is not limited to, (a) any injury to or death of any persons or damage to or loss or destruction of any property, (b) any contamination of or injury or damage to or adverse effect upon persons, animals, aquatic life or wildlife, vegetation, air, land, water or the environment, and (c) any governmental agency related claims, losses, liabilities, damages and expenses.
(c) Subject to the limitations set forth in Section 13, Cargill agrees to defend, indemnify and hold harmless Mosaic and its affiliates and their respective DOEAs from and against any and all Damages incurred by Receiving Party, its affiliates or their respective DOEAs caused by or resulting from (i) its performance of or failure to perform its obligations hereunder; (ii) Cargill’s access to and on the Holding Company Parcel and (iii) Cargill’s operation of its GOSCNA business; provided, however, the foregoing indemnity shall not apply to any such Damages to the extent caused...
Warranties Indemnification. Artist warrants to TMA that the Goods consigned pursuant to this Agreement are not in violation of any trademark, copyright, or other proprietary rights of any third parties, state or federal law, or administrative regulation. Artist hereby agrees to indemnify and hold harmless TMA from all damages, suits, litigation, awards and costs, including but not limited to attorney’s fees, which arise out of the display or sale of the consigned Good for any reason whatsoever, including but not limited to civil or criminal suits over the authenticity, legality, ownership infringement of copyright or trademark or any other claim or litigation.
Warranties Indemnification. The School District makes no warranties of any kind, either express or implied, in connection with its provision of access to and use of its computer network and the Internet provided under this Policy and Agreement. It shall not be responsible for any claims, losses, damages, or costs (including attorney’s fees) of any kind suffered, directly or indirectly, by any user or his or her parent(s) or guardian(s) arising from the user’s use of its computer networks or the Internet under this Policy and Agreement. By agreeing to this Policy and Agreement, users are taking full responsibility for his or her use, and the user who is 18 or older or, in the case of a user under 18, the parent(s) or guardian(s) are agreeing to indemnify and hold the School, the School District, the Data Acquisition Site that provides the computer and Internet access opportunity to the School District and all of their administrators, teachers, and staff harmless from any and all loss, costs, claims, or damages resulting from the user’s access to its computer network and the Internet, including but not limited to any fees or charges incurred through purchases or goods or services by the user. The user or, if the user is a minor, the user’s parent(s) or guardian(s) agree to cooperate with the School in the event of the School’s initiating an investigation of a user’s use of his or her access to its computer network and the Internet, whether that use is on a School computer or on another’s outside the School District’s network. Users, and if appropriate, the user’s parents/guardians, may be asked from time-to-time to provide new or additional registration and account information. If after you have provided your account information, some or all of the information changes, you must notify the person designated by the School to receive such information.
Warranties Indemnification. (a) Each Partner hereby warrants and represents to the other(s) that it:
(1) Has the right and capacity to enter into this agreement;
(2) Shall not encumber or sell any property, assets or intangible rights of the Venture without the written consent of the other Partner(s);
(3) Shall not assign, mortgage, hypothecate or encumber his, her or its interest in the Venture without the written consent of the other Partner(s);
(4) Shall not loan any funds or extend the credit of the Venture to any person or entity without the written consent of the other Partner(s);
(5) Shall not incur any cost, expense, liability or obligation in the name or on the credit of the Venture without the written consent of the other Partner(s);
(6) Each Partner hereby indemnifies and holds harmless the other Partner from and against any and all claims, liabilities, damages and costs (including but not limited to reasonable attorneys' fees and court costs) arising from any breach by such Partner of any representation, warranty or agreement made by such Partner hereunder.
Warranties Indemnification. Developer warrants that (i) it will perform all Services in a professional and workmanlike manner, in accordance with highest ethical standards, (ii) it has the right and authority to enter into this Agreement, (iii) it has the knowledge and skills to provide the Services, (iv) it will comply with all applicable laws, statutes, or regulations in the performance of the Services, and
