Warranties, Indemnification, and Limitation of Liability a. The Author represents and warrants that:
(i) it has the right and power to enter into this Agreement, to grant the rights and licenses granted pursuant to this Agreement, and to perform all of its other obligations contained in this Agreement;
(ii) it has not previously assigned, transferred or otherwise encumbered the rights or licenses granted pursuant to this Agreement; and that the person executing this Agreement on the Author’s behalf is authorized to do so;
(iii) the Work and the licenses granted herein do not and will not infringe upon, violate or misappropriate any intellectual property rights or any other proprietary right, contract or other right or interest of any third party;
(iv) if the Work is a multi-authored Work, the Author has obtained written permission from each author of the Work to enter into this Agreement on behalf such author, and each such author has read, understands and has agreed to the terms of this Agreement; and
(v) the Author has obtained any necessary releases and permissions to quote from other sources in the Work and to include any works and materials in the Work and all such releases and permissions are in full force and effect.
b. The Author hereby indemnifies the Publisher and its directors, officers, employees, agents, and representatives and agrees to defend and hold them harmless from and against any and all liability, damage, loss, costs or expenses (including reasonable attorney’s fees and costs of settlement) incurred by any such party arising out of, or relating to any misrepresentation in, or breach or alleged breach of the Author’s representations or warranties in this Agreement. If the Author fails to promptly or diligently pursue any defense of any indemnified party, the indemnified parties, or any of them, may assume such defense at the Author’s expense. The obligations of this indemnification will survive any termination or expiration of this Agreement.
c. The Publisher represents and warrants that it has the right and power to enter into this Agreement and to perform its obligations contained in this Agreement, and that the person executing this Agreement on the Publisher’s behalf is authorized to do so.
d. The Publisher hereby indemnifies the Author and agrees to defend and hold the Author harmless from and against any and all liability, damage, loss, costs or expenses (including reasonable attorney’s fees and costs of settlement) incurred by the Author arising out of, or relating to any misrepresent...
Warranties, Indemnification, and Limitation of Liability. GP LLC MAKES NO (AND HEREBY DISCLAIMS AND NEGATES ANY AND ALL) WARRANTIES OR REPRESENTATIONS WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE GP LLC SERVICES. The PAGP Entities shall indemnify, defend and hold harmless the GP LLC Group and their respective directors, officers, partners, affiliates, agents or employees (the “Indemnified Persons”) from and against, and the PAGP Entities agree that no Indemnified Person shall have any liability to the PAGP Entities or its owners, parents, affiliates, security holders or creditors for, any losses, claims, damages or liabilities (including actions or proceedings in respect thereof) (collectively, “Losses”) related to or arising out of otherwise related to the GP LLC Services, except that the foregoing indemnity shall not apply to any Losses that are finally determined by a court or arbitral tribunal to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnified Person. IN NO EVENT SHALL THE GP LLC GROUP OR THE INDEMNIFIED PERSONS BE LIABLE TO THE PAGP ENTITIES OR TO ANY OTHER PERSON FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES RESULTING FROM THE PERFORMANCE OF THE GP LLC SERVICES.
Warranties, Indemnification, and Limitation of Liability a. The Author represents and warrants to the Publisher that:
(i) the Author has the right and power to enter into this License, to grant the rights and licenses granted pursuant to this License, and to perform all of the Author’s other obligations contained in this License;
(ii) the Author has not previously assigned, transferred or otherwise encumbered the rights or licenses granted pursuant to this License; and that the person executing this License on the Author’s behalf is authorized to do so;
(iii) the Work and the licenses granted herein do not and will not infringe upon, violate or misappropriate any intellectual property rights or any other proprietary right, contract or other right or interest of any third party;
(iv) if the Work is a multi-authored Work, the Author has obtained written permission from each author of the Work to enter into this License on behalf such author, and each such author has read, understands and has agreed to the terms of this License;
(v) the Author has obtained any necessary releases and permissions to quote from other sources in the Work and to include any works and materials in the Work, including all releases from patients whose names or likenesses are submitted as part of the Work; all such releases and permissions are in full force and effect, and the Author will promptly provide any such release or permission to the Publisher upon request by the Publisher;
(vi) neither the Work nor any content contained in the Work, in whole or in part, has been published or is being considered for publication other than in the Journal (as defined in Section 3.a.);
(vii) the Author has disclosed to the Publisher, prior to or simultaneously with submission of the Work, all intellectual contributions, technical help, financial or material support, and all financial or other relationships that may constitute or lead to a conflict of interest;
Warranties, Indemnification, and Limitation of Liability. 1. CCA warrants that it has title to the Trademarks and the right to license the Trademarks.
2. Licensee warrants that it has the right to enter into this Agreement and to agree to its terms.
3. Licensee shall indemnify, hold harmless, and defend (and pay any expenses and attorney’s fees in connection therewith) CCA, and its officers, directors, agents, and employees, from all liability, loss, claims, or actions arising out of (a) any alleged libel or slander against, or invasion of, the right of privacy or publicity or any other similar right of any third party by Licensee’s use of the Trademarks; and, (b) any alleged defect in any Licensed Good and any claim by a third party resulting from Licensee’s breach of a term or condition of this Agreement.
Warranties, Indemnification, and Limitation of Liability. 1. Ankeny warrants that it has title to the Trademarks and the right to license the Trademarks.
2. Licensee warrants that it has the right to enter into this Agreement and to agree to its terms.
3. Licensee shall indemnify, hold harmless, and defend (and pay any expenses and attorney’s fees in connection therewith) Ankeny, and its officers, directors, agents, and employees, from all liability, loss, claims, or actions arising out of (a) any alleged libel or slander against, or invasion of, the right of privacy or publicity or any other similar right of any third party by Licensee’s use of the Trademarks; and, (b) any alleged defect in any Licensed Good and any claim by a third party resulting from Licensee’s breach of a term or condition of this Agreement.
Warranties, Indemnification, and Limitation of Liability. 3.1 Xxxxxx Royalty-Free provides no warranties with regard to the use of names, likenesses, registered or unregistered Trade Marks, registered or unregistered designs, copyright, works of art or any other intellectual property depicted in any Image and You must satisfy yourself that all necessary rights or consents as may be required for reproduction of any Image are obtained. You shall not permit any Images to be used in any way that violates the rights of another. You undertakes to indemnify Xxxxxx Royalty-Free from and against; any and all liability, loss or damage Xxxxxx Royalty-Free may suffer as a result of claims, demands, costs or judgments arising out of the use of any Image where the existence of such release has not been specified in writing by Xxxxxx Royalty-Free; any claims, judgments or suits which may arise from any act, warranty, or representation, actual or implied, by You; any claims resulting from failure to use the correct attribution as specified by Xxxxxx Royalty-Free for any Image published. The foregoing indemnification(s) shall include, but shall not be limited to, Xxxxxx Royalty-Free reasonable attorneys’ fees and costs.
3.2 Xxxxxx Royalty-Free makes no warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Our liability to You for any losses shall not exceed the amount You originally paid for the images. Xxxxxx Royalty-Free shall not be liable to You or any other person or entity for any general, specific, direct, indirect, consequential, incidental, or other damages (even if we have been advised of the possibility of such damage) arising out of this licence, the usage of the Image(s) including any claim for lost profits or lost savings, or for any claim of a third party or otherwise.
Warranties, Indemnification, and Limitation of Liability. 6.1 Customer represents and warrants that: (i) the execution, delivery, and performance of the Agreement has been duly authorized by all requisite action on the part of Customer, and Customer has full power and authority to grant the rights and licenses granted by the Agreement to Xcel Energy, including but not limited to the rights and licenses set forth in this Agreement;
Warranties, Indemnification, and Limitation of Liability. 10.1 Compaq warrants and represents:
10.1.1 That it has the full corporate right, power and authority to enter into this Agreement;
10.1.2 That the execution of this Agreement and the performance of the obligations and duties hereunder, do not and will not violate any agreement to which Compaq is a party or which it is otherwise bound; and;
10.1.3 VerticalNet acknowledges that Compaq makes no representations, warranties or agreements related to the subject matter expressly provided for in this Agreement.
10.2 VerticalNet warrants and represents: 10.
2.1 That it has the full corporate right, power and authority to enter into this agreement; 10
Warranties, Indemnification, and Limitation of Liability. Mutual Representations and Warranties. Each party represents and warrants to the others as follows:
Warranties, Indemnification, and Limitation of Liability. 1. Greene County warrants that it has title to the Trademarks and the right to license the Trademarks.
2. Licensee warrants that it has the right to enter into this Agreement and to agree to its terms.
3. Licensee shall indemnify, hold harmless, and defend (and pay any expenses and attorney’s fees in connection therewith) Greene County, and its officers, directors, agents, and employees, from all liability, loss, claims, or actions arising out of (a) any alleged libel or slander against, or invasion of, the right of privacy or publicity or any other similar right of any third party by Licensee’s use of the Trademarks; and, (b) any alleged defect in any Licensed Good and any claim by a third party resulting from Licensee’s breach of a term or condition of this Agreement.
