Warranties, liability and indemnity. 9.1 The Customer (on behalf of itself, the Owner, and any Connected Parties) warrants to the Company that:
(a) it is the owner of the Goods, or is the authorised agent of the owner of the Goods and is authorised to complete and sign documentation related to the Goods and the Services;
(b) it enters into the Agreement on its own behalf, or in its capacity as the authorised agent of the owner of the Goods;
(c) it and all Connected Parties have complied with all Laws relating to the Goods, including the nature, condition, packaging, handling, storage and carriage of the Goods;
(d) in engaging the Services from the Company, it will not procure the Company to perform any act in breach of any Laws;
(e) it and all Connected Parties will observe all Laws and requirements of Government Authorities;
(f) all information and documentation provided by the Customer and Connected Parties to the Company is accurate and complete, and neither it nor a Connected Party has omitted to provide any requested or material information;
(g) the Goods are packed to endure the ordinary risks of handling, storage and the Services, having regard to the nature of the Goods;
(h) the Goods are not Dangerous Goods, unless the Company has agreed in writing to provide the Services in respect of those particular Dangerous Goods, and in which case, warrants that it has made full disclosure of Dangerous Goods and such Goods are distinctly marked; and
(i) all Goods are adequately and accurately marked, labelled or branded.
Warranties, liability and indemnity.
9.1 The Customer (on behalf of itself, the Owner, and any Connected Parties) warrants to the Company that:
(a) it is the owner of the Goods, or is the authorised agent of the owner of the Goods and is authorised to complete and sign documentation related to the Goods and the Services;
(b) it has not granted any other person a Security Interest in respect of the Assets;
(c) it enters into the Agreement on its own behalf, or in its capacity as the authorised agent of the owner of the Goods;
(d) it and all Connected Parties have complied with all Laws relating to the Goods, including the nature, condition, packaging, handling, storage and carriage of the Goods;
(e) in engaging the Services from the Company, it will not procure the Company to perform any act in breach of any Laws;
(f) it and all Connected Parties will observe all Laws and requirements of Government Authorities;
(g) all information and documentation provided by the Customer and Connected Parties to the Company is accurate and complete, and neither it nor a Connected Party has omitted to provide any requested or material information;
(h) it will retain all documents or records in the manner required by the Government Authorities;
(i) the Goods are packed to endure the ordinary risks of handling, storage and the Services, having regard to the nature of the Goods;
(j) the Goods are not Dangerous Goods, unless the Company has agreed in writing to provide the Services in respect of those particular Dangerous Goods, and in which case, warrants that it has made full disclosure of Dangerous Goods and such Goods are distinctly marked; and
(k) all Goods are adequately and accurately marked, labelled or branded.
Warranties, liability and indemnity a) It is the client’s responsibility to gain all local approval for any of the content aired on the screen and or screens, unless indicated on the Insertion Order. DM GROUP HOLDINGS can assist with this by way of introduction to a local agency to secure this approval; charges will apply locally for this service.
b) The Principal warrants and undertakes that:
I. all Advertisement Copy will comply with all statutory and legal requirements and regulations from time to time in force including the British Code of Advertising Sales Promotion and Direct Marketing (edition 11) (or such replacement or supplementary code as issued from time to time).
II. they will be responsible for obtaining and paying for all necessary licenses and consents for the posting and/or displaying and/or reproduction of any Advertisement Copy or copyright material contained in or the appearance of any person in his Advertisement Copy;
III. no Advertisement Copy will breach the copyright or other intellectual property rights or be defamatory of any third party.
c) The Principal will indemnify and keep the Contractor (in respect of itself and its employees, director, subcontractor and agents) indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liability (including legal fees) incurred and arising from any breach of the above warranties or in any manner whatsoever.
d) The Contractor shall have the right to refuse to display or to continue to display any Advertisement Copy which in the Contractor’s opinion may not comply in all respects with the Principal’s warranties and undertakings detailed in Clause 6(b) above. In such event the Contractor shall not be liable to the Principal for any damage loss or expense whatsoever and in addition to any remedy and/or damages and/or loss that may be claimed by the Contractor against the Principal, the Fees corresponding to display of such Advertisement Copy will be due in full notwithstanding that the Advertisement Copy has not been displayed.
e) The Contractor reserves the right not to display Advertisement Copy or to remove a display of Advertisement Copy at any time if in its absolute discretion, the Contractor believes the Principal and the Advertising Copy is not in compliance with the warranties in Clause 6(b) above. In such event the Contractor shall not be liable to the Principal for any damage loss expense whatsoever.
f) The due performance of any Order is subject to suspension variation or ca...
Warranties, liability and indemnity. 9.1 The Customer (on behalf of itself, the Owner, and any Connected Parties) warrants to the Company that:
(a) it is the owner of the Goods, or is the authorised agent of the owner of the Goods;
(b) it enters into the Agreement on its own behalf, or in its capacity as the authorised agent of the owner of the Goods;
(c) it and all Connected Parties have complied with all Laws relating to the Goods, including the nature, condition, packaging, handling, storage and carriage of the Goods;
(d) in engaging the Services from the Company, it will not procure the Company to perform any act in breach of any Laws;
(e) it will observe all Laws and requirements of Government Authorities;
(f) all information and documentation provided by the Customer and Connected Parties to the Company is accurate and complete, and it or a Connected Party has not omitted to provide any requested or material information;
(g) the Goods are packed to endure the ordinary risks of handling, storage and the Services, having regard to the nature of the Goods; and
(h) the Goods are not Dangerous Goods, unless the Company has agreed in writing to provide the Services in respect of those particular Dangerous Goods, and in which case, warrants that it has made full disclosure of Dangerous Goods.
Warranties, liability and indemnity. 6.1 You must comply with all applicable local, state, national and international laws and regulations that relate to Your use of, or Your activities partaken in AFW.
6.2 You accept that You, Your staff and volunteers participate in AFW wholly at Your and their own risk. We are not liable for any loss or damage incurred by You, Your staff or volunteers in participating in AFW.
6.3 You warrant to Us that You have obtained all necessary licences and permissions from all parties interested in the and other intellectual property rights whatsoever, and You indemnify Us in respect of any claims, damage, loss, liabilities, costs, charges or expenses that are suffered or incurred by Us as a result (whether directly or indirectly) of Your failure to obtain any and all such necessary licences or permissions or to pay any relevant fees in relation to the same.
6.4 You agree to indemnify, defend and hold AEDA and its officers, directors, agents and employees harmless, at Your own expense against any and all claims, actions, damage, loss, liabilities, costs, charges or expenses arising, suffered or incurred by Us as a result of Your Event (whether directly or indirectly) including any act or default by You, Your venue, agents, staff, volunteers or Event attendees in connection with the conduct of the Event or the use of Your venue for Your Event.
6.5 You are wholly responsible for the safety of all persons present at Your Event and to the extent.
6.6 You are responsible for arranging and paying for all insurances for Your Event including any public liability insurance for a minimum of $20,000,000.
6.7 Where You elect to subcontract or collaborate with third parties in the provision of services and/ or Events, You are wholly responsible for any rights and responsibilities created as a result of that third party arrangement and You remain contractually liable under this Agreement and bound to its terms.
6.8 Where You agree to provide services to a registered attendee in conjunction with another registered Event Host providing services, You will:
6.8.1 act in good faith toward the other Event Host; and
6.8.2 use best endeavours to ensure that where possible only one Host contracts with the registered attendee whilst the other Host sub-contracts with You.
6.9 You are entirely responsible for any and all costs and fees associated with agreements entered into with any attendee or third party.
6.10 You warrant that by registering and participating in AFW Your business is a goi...
Warranties, liability and indemnity. 10.1 SUPPLIER warrants and represents to CUSTOMER that:
10.1.1 it has the necessary permits, facilities, third party contractors and skilled personnel that may be reasonably anticipated to be necessary for a contract research organisation to provide the Services.
10.1.2 it will use its best commercial efforts to perform the Services as set forth in the Project Agreements, and any Quality Agreement in compliance with this Agreement and SOPs and all Applicable Laws;
10.1.3 SUPPLIER owns or has the right to use any Intellectual Property to be used for to the due provision of the Services and that it has the right and title to give CUSTOMER unrestricted use of the Service Materials and Service Data, provided by SUPPLIER to CUSTOMER pursuant to the Services; and
10.1.4 to the best of its knowledge, the Intellectual Property of SUPPLIER used in the Services does not infringe third party Intellectual Property.
10.2 CUSTOMER warrants and represents to SUPPLIER that:
10.2.1 CUSTOMER has the right to enter into this Agreement;
10.2.2 CUSTOMER has and shall at all times throughout the term of this Agreement have the right to supply the Materials to SUPPLIER and the necessary rights to licence or permit SUPPLIER to use the same for the purpose of the Services and, if applicable, CUSTOMER’s testing of such Materials, shall at the time of delivery to SUPPLIER comply with cGMP;
10.2.3 CUSTOMER owns or has the unrestricted right to use any Intellectual Property to be used pursuant to this Agreement and each Project Agreement and that it has the right and title to give SUPPLIER licence to use such Intellectual Property for the provision of the Services; and
10.2.4 any of the Materials, Relevant Information and Intellectual Property to be provided or allowed access to by CUSTOMER hereunder and not owned by CUSTOMER are licensed to CUSTOMER under a licence which will permit their use by SUPPLIER to perform the related Services.
10.3 SUPPLIER hereby indemnifies and holds harmless CUSTOMER and each of its directors and officers (the “CUSTOMER Parties”) against any and all losses, demands, claims, liabilities, damages, costs and expenses (including but not limited to court costs and reasonable documented attorney’s fees and expenses together with any applicable taxes thereon) that the CUSTOMER Parties have suffered or incurred directly in consequence of the following:
10.3.1 the infringement or breach of any third party rights including Intellectual Property by SUPPLIER, except...
Warranties, liability and indemnity. 10.1 Save as expressly set out in this Agreement, neither party makes any warranty, express or implied (including any warranty implied by law).
(a) Avecia warrants that it possesses and shall maintain in full force and effect at all times during the term of this Agreement all licences, permits and similar certificates required for the operation of the Facility and for the Production of Drug Substance and the storage of the materials and components for Production of Drug Substance. Avecia shall promptly notify PharmAthene if Avecia receives notice that any such license, permit, or approval is or may be revoked or suspended.
(b) Avecia represents and warrants that (i) Avecia is licensed to the pPOPTM Technology and that such license is in full force and effect; (ii) Avecia has the right to grant the sublicenses to the pPOPTM Technology that have been granted to PharmAthene under this Agreement; (iii) the granting of such sublicenses does not require the consent of any Third Party and is not inconsistent with any rights or licenses that have been granted to any other person or entity; and (iv) such sublicenses have been validly granted.
Warranties, liability and indemnity. 11.1 Intellectual Property Warranty and Indemnity --------------------------------------------
(a) Each party warrants to the other that:
(i) it has the necessary right and authority to enter into this Agreement and that to the best of its knowledge at the date of this Agreement it is the rightful owner or licensee of all of its Intellectual Property; and
(ii) to the best of its knowledge at the date of this Agreement, the use of Intellectual Property made available by it to the other party pursuant to this Agreement for the purposes set out in this Agreement will not infringe the Intellectual Property of a third party.
(b) Subject to Clause 11.5, each party ("the Indemnifying Party") will indemnify and hold harmless the other ("the Indemnified Party") against any and all liability, loss, damages, costs, legal costs, professional and other expenses whatsoever incurred or suffered by Indemnified Party in respect of any claim or action that the use of the Indemnifying Party's Intellectual Property by the Indemnified Party in its performance of this Agreement infringes the Intellectual Property of any third party (an "Intellectual Property Infringement") provided that the Indemnified Party:
(i) gives notice to the Indemnifying Party of any Intellectual Property Infringement forthwith on becoming aware of the same;
(ii) gives the Indemnifying Party the sole conduct of the defence to any claim or action in respect of Intellectual Property Infringement and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the Indemnifying Party; and
(iii) acts in accordance with the reasonable instructions of the Indemnifying Party and gives the Indemnifying Party such assistance as it shall reasonably require in respect of the conduct of such defence.
Warranties, liability and indemnity. 4.1 The Company warrants that the Lifting Services will be provided using reasonable care and skill in a professional manner and as far as reasonably possible, in accordance with the intervals and within the times referred to in the Quotation though time shall not be of the essence for their supply.
4.2 Subject as expressly provided in these Terms and Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. (The statutory rights of a person dealing as a consumer as defined by the Consumer Rights Act 2015 are not affected by these Terms and Conditions - it should be noted that the Customer is deemed to be acting in the course of a business unless expressly stated and agreed otherwise).
4.3 Any inspection, testing, examination, maintenance or repair services provided as part of the Lifting Services will be limited to the agreed scope of the inspection, testing, examination, maintenance or repair as set out in the Quotation and/or as may be recorded/referenced in any examination report. The Company shall have no responsibility to maintain, repair, examine, test or inspect any items which are outside the agreed scope.
4.4 Any inspection or examination services will not cover the examination or inspection of anything the Lifting Equipment is affixed to, unless otherwise stated in any Quotation.
4.5 The Customer is responsible for the care, control and custody of the Lifting Equipment at all times. For the avoidance of doubt at no time shall any Lifting Equipment supplied by way of hire from the Company become the property of the Customer.
4.6 The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Information or instructions provided by the Customer in relation to the Lifting Equipment which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form howsoever arising, or resulting from their late arrival or non-arrival, or any other fault of the Customer.
4.7 Nothing in these terms shall be taken as excluding the Company’s liability for death or personal injury arising as a result of its negligence. In no circumstances shall the Company be liable to the Customer or any third party by reason of any representation (unless fraudulent). Save as set out herein all warranties, conditions and other terms implied by statute are, to the fullest extent permitted by law, excl...
Warranties, liability and indemnity. 5.1 Each Party represents and warrants to the other Party that:
5.1.1 it has legal power, authority and right to enter into this Agreement and to perform its respective obligations in this Agreement; and
5.1.2 it is not at the date of this Agreement a party to any agreement, arrangement or understanding with any third party which in any significant way prevents it from fulfilling any of its material obligations under the terms of this Agreement.
5.1.3 Gemini hereby represents and warrants to CuraGen:
5.1.3.1 that the Clinical Data contains the information on Schedule I or 2 for each patient providing DNA Samples and
