Common use of Warranties, indemnities and insurance Clause in Contracts

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-compliance with this Agreement; and/or 15.4.3 due to any act performed or failure by the Intermediary or any of its directors, officers, employees, subcontractors or agents relating to or in connection to this Agreement, including but not in any manner limited to negligent or fraudulent acts or failures; and/or 15.4.4 any inaccurate and/or incomplete data or reports received from the Intermediary, including any and all legal costs to be incurred in respect of any such Losses or claims on a scale as between attorney and own client.

Warranties, indemnities and insurance. 15.1 Each Party represents represent and warrants warrant 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 15.2.3 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 15.2.4 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 15.2.5 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 15.2.6 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-compliance with this Agreement; and/or 15.4.3 due to any act performed or failure by the Intermediary or any of its directors, officers, employees, subcontractors or agents relating to or in connection to this Agreement, including but not in any manner limited to negligent or fraudulent acts or failures; and/or 15.4.4 any inaccurate and/or incomplete data or reports received from the Intermediary, including any and all legal costs to be incurred in respect of any such Losses or claims on a scale as between attorney and own client.