Warranties, Representation and Indemnity Sample Clauses

Warranties, Representation and Indemnity. Both Parties represent, warrant and covenant that (i) they are duly organized and validly existing under the respective laws of Country where they are registered, and have full power and authority to execute and perform their respective obligations under this Agreement; (ii) they have taken all necessary actions under applicable laws to authorize the execution and delivery of this Agreement and to validly exercise their rights and perform their obligations under/for the purpose of this Agreement and (iii) there are no untrue or misleading statements of material facts or omissions made by them under this Agreement. Each Party shall indemnify and hold harmless Other Party and any of its affiliates from and against any and all liabilities, claims, demands, losses, costs, damages or expenses arising from any breach of the representations, obligations, and the services performed here under. Notwithstanding anything contained in this Agreement, Service Provider’s total liability shall not exceed professional fees received in pursuant to this Agreement. This indemnity obligation shall survive any termination or expiration of this Agreement.
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Warranties, Representation and Indemnity. With Respect to -------------------------------------------------------- Documents. As to each Document generated by Client, the Client warrants and --------- represents that such Document is free of illegal or prohibited powers or provisions, and that the enforcement thereof by the Servicer will not subject the Servicer to liability under any federal, state or local law, provided such enforcement by the Servicer is conducted in accordance with the provisions of this Servicing Agreement and the Collection Policy. Subject to Section 2.10(e), --------------- Client will indemnify Servicer, pursuant to the provisions of Section 5.50(a), --------------- from all liability and costs, including reasonable attorneys' fees, paid as a result of the presence of any such illegal or prohibited provision, but, notwithstanding anything to the contrary in this Servicing Agreement, the presence of any such illegal or prohibited provision shall not, pursuant to Section 5.02 or 5.04 or otherwise, permit Servicer to terminate its appointment -------------------- pursuant to this Servicing Agreement.
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Warranties, Representation and Indemnity 
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Related to Warranties, Representation and Indemnity

  • Representations Warranties and Indemnification 10.1 The Publisher warrants to the Institution that it is entitled to grant the licence in this Licence and that the use of the Licensed Material as contemplated in this Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that the Institution shall have no liability and the Publisher will indemnify, defend and hold the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's and Authorised Users use of the Licensed Material, provided that: (1) the use of the Licensed Material has been in full compliance with the terms and conditions of this Licence; (2) the Institution provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim. 10.2 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material and to make changes in any software used to make the Licensed Material available at their sole discretion. The Publisher will notify the Institution of any substantial change to the Licensed Material. 10.3 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material, the Publisher makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material including (without limitation) the fitness of such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. 10.4 In no circumstances will the Publisher be liable to the Institution for any loss resulting from a cause over which the Publisher does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors. 10.5 The Institution agrees to notify the Publisher immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed Material. It is expressly agreed that upon such notification, or if the Publisher becomes aware of such a claim from other sources, the Publisher may remove such work(s) from the Licensed Material. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Licence. 10.6 Nothing in this Licence shall make the Institution liable for breach of the terms of this Licence by any Authorised User provided that the Institution did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 10.7 The Institution represents to the Publisher that its computer system through which the Licensed Material will be used is configured, and procedures are in place, to prohibit access to the Licensed Material by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed Material; and that during the term of this Licence, the Institution will continue to make all reasonable efforts to bar non- permitted access and to convey appropriate use information to its Authorised Users.

  • SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

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