Warranties, indemnities and insurance. 15.1 Each Party represents and warrants to the other that -
15.1.1 it is duly constituted, organised and validly existing under the laws of the Republic of South Africa; and
15.1.2 each has all requisite corporate power and authority to conclude, execute, deliver and perform its obligations under this Agreement.
15.2 In addition to the warranties set out in clause 15.1, and without limitation to any provisions of this Agreement, the Intermediary warrants towards the Insurer as at the Date of Signature, the Effective Date and for the duration of this Agreement that -
15.2.1 it has the technical expertise required to perform the Services in terms of this Agreement;
15.2.2 it will implement and maintain adequate back-up, disaster recovery and business continuity systems, policies, controls, methodologies, and procedures within its business operations and in relation to its Infrastructure, facilities and equipment;
15.2.3 it will not use the Insurer Materials for any purpose other than to the extent strictly necessary to provide the Services;
15.2.4 it has an adequate number of employees with the necessary skill, experience, qualifications, knowledge and know-how to render the Services in accordance with the provisions of this Agreement;
15.2.5 all information supplied which may materially affect the risk in respect of the provision of the Services has been disclosed and is true and correct in every material respect;
15.2.6 all information furnished to the Insurer relating to the financial affairs of the Intermediary is true and correct in every material respect;
15.2.7 it is at present and will at all times while it is an Intermediary be and remain solvent; and
15.3 the Services will be performed in accordance with the terms of this Agreement and subject at all times to the Applicable Law. The Intermediary undertakes to promptly notify the Insurer of any fact which is likely to affect the financial soundness or solvency of the Intermediary.
15.4 The Intermediary hereby, irrevocably and unconditionally, indemnifies the Indemnified Parties, for whose benefit this clause 15.4 constitutes a stipulatio xxxxxx against all Losses suffered or claims instituted against the Indemnified Parties, resulting from or in connection with, directly or indirectly -
15.4.1 the breach of any warranty provided by the Intermediary in terms of this Agreement; and/or
15.4.2 any regulatory fines by any Regulatory body, levied against the Insurer due to the Intermediary’s non-complianc...
Warranties, indemnities and insurance. (1) Praxis represents and Warrants to XXXXXXXXX that, as of the Closing Date:
(a) Praxis owns or has valid and enforceable licenses of the Licensed Technology free and clear of all liens, charges, security interests
(b) the Anutech Licence Agreement is in full force and effect, unamended and that neither Praxis nor Anutech are in default of any of the terms and conditions contained therein;
(c) to the best of Praxis's knowledge and belief, the practising of the Licensed Technology will not infringe the rights of any other person; and
(d) to the best of Praxis's knowledge and belief, it is not aware of any activities or conduct of any other person that would constitute infringement of the Licensed Technology.
(2) The parties shall assume and be liable for their own losses, damages and expenses of any nature whatsoever which they may suffer, sustain, pay or incur by reason of any matter or thing arising out of, or in any way related to this Agreement, except for such losses, costs, damages and expenses as are the result of the wilful breach of any term herein by the other party or the wilful or negligent acts or omissions of the other party.
(3) Each party shall indemnify and hold harmless the other party, its employees and agents, from and against any and all claims, demands and costs whatsoever that may arise out of, directly or indirectly, the indemnifying party's performance of this Agreement or that of the indemnifying party's employees or agents. Such indemnifications shall survive this Agreement.
(4) Praxis shall, at its own expense and without limiting its liabilities herein, maintain comprehensive or commercial general liability insurance with an insurer in an amount not less than $1,000,000.00 per occurrence (annual general aggregate, if any, not less than $2,000,000.00), insuring against bodily injury, personal injury and property damage, including loss of use thereof. Such insurance shall include blanket contractual liability. first applied for therapeutic human use (and for the term or foreseeable term of the human use) XXXXXXXXX undertakes to hold product liability insurance to the value of at least $10,000,000.00. Such policies shall name Praxis as additional insureds and shall be purchased from a reputable insurer. Certificates evidencing the coverage shall be provided to Praxis.
Warranties, indemnities and insurance. 8.1 Kitov represents, warrants and covenants as follows:
8.1.1 All necessary actions have been taken to enable it to execute and deliver this Agreement and perform its obligations hereunder.
8.1.2 This Agreement is a valid and binding obligation of Kitov enforceable against it in accordance with its terms. Kitov has the unencumbered right to enter into this Agreement and to fulfill its duties hereunder. It is not and will not become Party to any agreement in conflict herewith.
8.1.3 No approval, consent, order, authorization or license by, giving notice to or taking any other action with respect to, any governmental or regulatory authority is required in connection with the execution and delivery of this Agreement by Kitov and the performance by Kitov of its obligations hereunder.
8.1.4 With respect to the Kitov Product IP, the Trademark and any remaining Kitov trademarks and logos, Kitov warrants that, to the best of its knowledge, it has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any valid intellectual property rights of any third party, nor has Kitov received, to the best of its knowledge, any communications alleging any such interference, infringement, misappropriation, or violation (including any claim that Kitov must license or refrain from using any intellectual property rights of any third party).
8.1.5 The corporate policy of Dexcel is that all business be conducted within the letter and the spirit of the law. Kitov warrants and represents that it will conduct the business contemplated hereunder in a manner which is consistent with the Anti-Corruption and Anti-Bribery Laws, and it further warrants and represent that it will not:
a) Offer or give, either directly or indirectly, money or anything else of value to any person or organization (including any government official) that is intended to, or could be seen as an attempt to, improperly influence or reward such other person or organization in order to obtain or retain business or secure a business advantage for such person or organization, Kitov (including its Affiliates, Distributors, agents, or other person associated with or acting on its or their behalf) or Dexcel.
b) Request or accept, directly or indirectly, money or anything else of value if it is intended, or could be seen as an attempt, to compromise Kitov’s independence or judgment, or to improperly influence a business decision of Kitov or Dexcel.
8.1.6 Kitov warrants that it has establi...
Warranties, indemnities and insurance. 6.1 BMS warrants to NA that all Products purchased by NA under this Agreement:
(a) shall be free and clear of all liens, claims, encumbrances, pledges, security interests or other adverse interests of third parties,
(b) shall be manufactured, supplied and delivered by BMS with all necessary skill and expertise using qualified personnel so as to comply with all applicable regulatory requirements,
(c) shall be of good and merchantable quality, and free from defects in material and workmanship;
(d) shall be manufactured in accordance with the specifications set forth in BMS’s NDA, and
(e) shall be manufactured in accordance with the Current Good Manufacturing Practices and other applicable FDA rules and regulations.
(a) BMS shall defend, indemnify and hold NA, its subdistributors, dealers, agents or affiliates, harmless from any and all demands, claims, actions, suits, judgments, decrees, proceedings, liabilities, costs, losses, damages and expenses, including, without limitation, court costs and attorneys’ fees, at any time resulting to any of them as a result of or in connection with (a) any Products which were nonconforming, damaged, or defective at time of delivery to NA whether claimed by or established in favor of any third parties, including purchasers, and (b) any breach by BMS of the warranties provided for herein.
(b) NA shall promptly notify BMS upon receipt by NA of any claim or demand which NA has determined has given or could give rise to a right of indemnification under this Agreement. If such claim or demand relates to a claim or demand asserted by a third party against NA, BMS shall have the right to employ such counsel as is reasonably acceptable to NA to defend any such claim or demand asserted against NA, and BMS shall have control over the conduct of the defense of the claim or demand, provided, however, that BMS shall not settle such claim or demand without the consent of NA unless such settlement requires no more than a monetary payment for which NA is fully indemnified under this Agreement or involves other matters not binding upon NA. NA shall have the right to participate at its cost in the defense of any said claim or demand. So long as BMS is defending in good faith any such claim or demand, NA shall not settle such claim or demand. NA shall fully cooperate with BMS during the pendency of the claim or demand and shall make available to BMS and its representatives all records and other materials reasonably required by them for their...
Warranties, indemnities and insurance. 5.1 Assignor hereby represents and warrants that Assignors are the owner of all rights, title, and interest in the Intellectual Property and the Patent Assets, subject to a nonexclusive reservation of rights to Mayo to practice certain of the Patent Assets within, and limited to, Mayo, and that Assignor has the authority assign the Patent Assets pursuant to this Agreement and the Assignment. Assignor does not warrant the validity of the Intellectual Property or the Patent Assets and makes no representations whatsoever with regard to the scope of the Intellectual Property or Patent Assets or that the Intellectual Property or Patent Assets may be exploited by Assignee without infringing other patents or the intellectual property rights of third parties.
5.2 Assignor hereby represents and warrants that any and all grants of rights to the Intellectual Property and the Patent Assets, or promises to perform such grants in the future, made pursuant to this Agreement do not, and will not, violate any agreements that Assignor may have with existing or future employers (including without limitation, Xx. Xxxxxx’x agreement(s) with Mayo), or with other parties with whom Assignor may have a contracted obligation to assign intellectual property rights.
5.3 Assignor expressly disclaims any and all implied or express warranties and makes no express or implied warranties of merchantability or fitness for any particular purpose of the Patent Assets or information supplied by Assignor.
5.4 Assignee shall indemnify, defend, and hold harmless Assignor and their estate, agents, attorneys, heirs and assigns (“Assignor Indemnities”) against any liability, damage, loss, or expenses (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the Assignor Indemnities or any one of them with respect to any claims, suits, actions, demands, or judgments arising out of any theory of product liability (including but not limited to, actions in the form of tort, warranty, or strict liability) concerning any product, process or service made, used, or sold pursuant to any right granted under this Agreement, or arising out of any breach of this Agreement by Assignee.
5.5 Assignors shall jointly and severally indemnify, defend, and hold harmless Assignee and it directors, officers, agents, shareholders attorneys, successors and assigns (“Assignee Indemnities”) against any liability, damage, loss, or expenses (including reasonable attorneys’ fees and expenses o...
Warranties, indemnities and insurance. Each Party represent and warrant to the other that -
Warranties, indemnities and insurance. 9.1 The Supplier will keep invoX fully indemnified against all losses, liability, costs, damages, claims, breaches of a statutory duty, regulatory obligation, reasonable legal costs and expenses (whether direct, indirect, consequential or otherwise), threatened, suffered or incurred by invoX as a result of any other following:
9.1.1 any negligence, misconduct, breach of contract or warranty, wilful deceit, act or omission of the Supplier;
9.1.2 any claim or liability arising from any defect in the Goods manufacture or supply, or the performance of Services, or arising from any breach of the agreement and / or liability arising under the Consumer Protection Act 1987 (or equivalent laws), save as to that which arises through a fault of invoX;
9.1.3 any claim that Goods misappropriates or infringes any third party Intellectual Property Right, where it was co-developed by the manufacturer and the manufacturer has infringed a third party’s IP in the design, save as to any specification or design input from invoX;
9.1.4 any personal injury, death, loss or damage to tangible property to the extent resulting from Supplier 's breach of the Agreement; and
9.1.5 any breach of data protection, confidentiality and / or privacy obligations under the Agreement.
9.2 Supplier will maintain (during the term of the Agreement and for 1 year thereafter) appropriate insurance coverage with limits typical to its industry. Upon request, Supplier will provide to invoX a certificate reasonably satisfactory to invoX evidencing such insurance. Supplier agrees that the requirements under this clause in respect of insurance coverage will not limit its liability under the Agreement. Any limitation, monetary or otherwise in such insurance policy will not be construed as a limitation on Supplier's liability and Supplier will, notwithstanding such limitation, remain liable in full for any matters and to any extent not covered by the insurance policy.
9.3 InvoX aggregate liability to the Supplier under this Agreement in respect of all direct losses, liability, costs, damages, claims, breach of contract, negligence, breaches of a statutory duty, regulatory obligation, breach of data protection or confidentiality, actually incurred by the Supplier shall be limited to the price of the PO under which the liability occurred.
Warranties, indemnities and insurance. 5.01 SELLER warrants that Product delivered to ALCON under this Agreement (a) shall have been manufactured, packaged, labeled, held and shipped in accordance with the written Product Specifications and quality control testing procedures for the Product; and (b) shall conform to the current good manufacturing practices applicable to the manufacturing of the Product as defined in Article 1.02; (c) shall conform to the procedures, terms and conditions set forth in Exhibit A; and (d) shall conform to the Product Standards as defined in Article 1.02; and (e) will be free from defects in material and workmanship for a period of twelve (12) months from delivery to ALCON. SELLER also warrants to ALCON that SELLER has not been debarred and is not subject to debarment and will not use in any capacity, in connection with the services to be performed under this Agreement, any person who has been debarred pursuant to section 306 of the FFDCA, 21 U.S.C. § 335a, or who is the subject of a conviction described in such section (or undergoes any analogous proceedings under foreign law). SELLER shall not be obligated under the foregoing warranty if any nonconformance in the Product results from ALCON’s mishandling, misuse or improper storage of the Product.
5.02 ALCON shall have a period of ninety (90) days from date of receipt to inspect and reject, by written notice to SELLER, any Product shipment on the grounds that it does not comply with the warranty set forth in Paragraph 5.01. In the event ALCON rejects any Product as a result of such non-compliance, ALCON shall return such rejected Product (or a sample thereof) to SELLER for further testing. If SELLER confirms that such returned Product fails to comply with the warranty set forth in Paragraph 5.01, SELLER shall, promptly replace such Product with substitute Product that complies with the warranty set forth in Paragraph 5.01 at SELLER’s own cost and expense. Such replacement of the Product by SELLER shall be ALCON’s sole and exclusive remedy, and SELLER’s sole and exclusive liability, with the exception of any indemnification obligations pursuant to Article 5.04, for any breach of the warranty set forth in Paragraph 5.01. If there is any dispute between the parties concerning whether any Product complies with the warranty set forth in Paragraph 5.01 at the time of delivery to ALCON, such dispute shall be referred for decision to an independent expert to be appointed by agreement between SELLER and ALCON. The costs of ...
Warranties, indemnities and insurance. 9.1 The Supplier warrants that: • it shall manufacture -if applicable-, pack and supply each product in a professional manner and according to industry standards; taking into account the Order, the Technical Data, the specifications; • all products supplied under this Agreement will: - be free from all defects of any kind; - be of proper quality; - be fit for their intended purpose; - not be injurious to the health or safety of any person; - comply with the specifications and additional requirements on the Order; - possess all the qualities which the Supplier held out to TVH as a sample or model; - be in accordance with all relevant governmental and legal requirements applicable to products of that nature; - are in conformity with the applicable EU Regulations and Harmonized Standards (and their future adaptations), such as but not limited to the Machinery Directive (2006/42/EC), EMC Directive (2004/108/EC), Low Voltage Directive (2006/95/ EC), ATEX Directive (2014/34/EU), RoHS 2 Directive (2011/65/ EC), WEEE Directive (2012/19/EU), Batteries and accumulators Directive (2006/66/ EC), REACH regulation (1907/2006), CLP Regulation (1272/2008),...; and - not, directly or indirectly infringe the intellectual property rights of any third party; • it shall supply each product together with all legal- ly required data and documentation, such as, but not limited to, manuals, parts lists, copies of tech- nical documentation, test reports, all information required to demonstrate compliance with the EC regulation and standards, country of origin doc- umentation, safety data sheets, labelling (CLP). It shall keep these original documents and records, as well as the data used to issue such declarations or documents for a period of seven (7) years. Manuals (for use and maintenance) shall contain all legally required data and must be supplied on an electron- ic medium in English, at the latest upon delivery of the products.
9.2 CE marking of the product must be accompanied by an original EC Declaration of Conformity in English.
9.3 The Supplier warrants it shall obtain and maintain in force for the entire duration of this Agreement all licences, permissions, authorisations, consents and permits needed to manufacture -if applicable- and to supply the products in accordance with the terms of this Agreement.
9.4 The Supplier guarantees full compliance for series production, and this by sharing either a copy of their EN ISO 9001:2015 certification or by a written procedure sh...
Warranties, indemnities and insurance. 1Warranties The Administering Organisation represents and warrants to Cancer Council Victoria that: it has lawful authority to execute this Agreement and to perform its obligations under this Agreement; all information provided to Cancer Council Victoria in the Application or otherwise in connection with this Agreement is true and correct in every respect; it will at all times act in a lawful manner in the conduct of the Research Activity; it is not, and neither the Participating Institutions, or Research Personnel are or will become, party to any contract, arrangement or understanding the performance or satisfaction of which would, or might be perceived to be, in conflict with the obligations or duties of the Administering Organisation to Cancer Council Victoria under this Agreement; and the Research Activity and Research Intellectual Property will not infringe the rights (including the Intellectual Property Rights) of any third party. it will at all times take all reasonable steps to safeguard Data and Personal Information and sensitive information contained in the Data from cybersecurity threats, misuse, destruction, alteration, interference, loss, unauthorised access, modification and disclosure to minimise potential disruption and loss to the research project; and it will maintain and observe appropriate data security policies and plans having regard to the obligations in 12.1(f) and in accordance with industry best practice, or if there is no industry best practice, to the standard that would be expected in similar circumstances.
