Warranty; Indemnification. Consultant warrants that he or she has good and marketable title to all Work Product. Consultant further warrants that the Work Product shall be free and clear of all liens, claims, encumbrances or demands of third parties, including any claims by any such third parties with respect to such third parties’ intellectual property rights in the Work Product. Consultant warrants that Consultant has not been debarred under any applicable law, rule or regulation including, without limitation, Section 306 (a) or 306 (b) of the Federal Food, Drug and Cosmetic Act (codified at 21 U.S.C. 335(a) and 335(b)). Consultant covenants that should Consultant be convicted in the future of any act for which a person can be debarred as described in any applicable law, rule or regulation including, without limitation, Section 306 (a) or 306 (b) of the Federal Food, Drug and Cosmetic Act, Consultant shall immediately notify Company of such conviction in writing. Consultant shall indemnify, defend and hold harmless Company and its officers, agents, directors, employees, and customers from and against any claim, liability, loss, judgment or expense (including reasonable attorneys’ and expert witnesses’ fees and costs) resulting from or arising out of any such claims by any third parties which are based upon or are the result of any breach of such warranties. Should Company permit Consultant to use any of Company’s equipment, tools or facilities (the “Company Equipment”) in the performance of the services during the term of this Agreement, such permission will be gratuitous and Consultant shall indemnify, defend and hold harmless Company and its officers, directors, agents and employees from and against any claim, loss, expense or judgment of injury to person or property (including death) arising out of Consultant’s willful misconduct or negligent use of any such Company Equipment.
Warranty; Indemnification. 3.1 If the software has any defects, EDRMedeso must at its option either correct the defect in the software or deliver software free from defects within a reasonable period from notification of the defect by the Customer. In the event such remedy fails, the Customer shall be entitled to legal claims, unless otherwise regulated below. If EDRMedeso itself is not in possession of the source code, it can only correct defects as far as it has been supplied by the software producer with an error-correction update. If a damage caused by defects in the software occurs, the limitations of liability according to Items 4.1 to 4.6 of this Agreement shall apply.
3.2 Claims based on defects are excluded in case of the use of the software on an operating system other than the system specified in the License Form.
3.3 No warranty is provided for the correctness and/or usability of the results achieved with the software. The descriptions of the software in the user documentation do not involve any warranties.
3.4 In case a third party files a complaint against the Customer for infringement of copyright or other intellectual property rights by use of the software provided by XXXXxxxxx and therefore the Customer's Individual Contractual use of the software is impaired or forbidden, EDRMedeso will, at its discretion and expenses, either make available to the Customer software altered or replaced in such a manner that it does not infringe the rights of the third party, without causing a loss of functionality of the software, or indemnify Customer against the payment of licence fees for the use of the software towards the third party. The customer must immediately inform XXXXxxxxx in writing about any claims of alleged infringements of copyright or other intellectual property rights of a third party. Moreover, it must not recognize these claims and may only conduct disputes of any kind with the third party about the infringement in agreement with EDRMedeso. Any claims of the Customer resulting from an infringement of copyright or other intellectual property rights are excluded if the infringement is based on the fact that the software has been altered or is used together with software of another software producer. The same applies, if the infringement is based on improper use, in particular if the use is not in line with the Individual Contractual user documentation. Any other claims of the Customer based on infringement of protective rights of a third party are excluded, unles...
Warranty; Indemnification. 3.1 If the software has any defects, CADFEM must at its option either correct the defect in the software or deliver software free from defects within a reasonable period from notification of the defect by the Customer. In the event such remedy fails, the Customer shall be entitled to legal claims, unless otherwise regulated below. If CADFEM itself is not in possession of the source code, it can only correct defects as far as it has been supplied by the software producer with an error-correction update. If a damage caused by defects in the software occurs, the limitations of liability according to Items 4.1 to 4.6 of this Agreement shall apply.
3.2 Claims based on defects are excluded in case of the use of the software on an operating system other than the system specified in the License Form. Marktplatz 2 85567 Grafing near München P +49 (0) 80 92-70 05-0 xxxx@xxxxxx.xx xxx.xxxxxx.xx Berlin, Chemnitz, Dortmund, Frankfurt, Hannover and Stuttgart
3.3 No warranty is provided for the correctness and/or usability of the results achieved with the software. The descriptions of the software in the user documentation do not involve any warranties.
3.4 In case a third party files a complaint against the Customer for infringement of copyright or other intellectual property rights by use of the software provided by CADFEM and therefore the Customer's Individual Contractual use of the software is impaired or forbidden, CADFEM will, at its discretion and expenses, either make available to the Customer software altered or replaced in such a manner that it does not infringe the rights of the third party, without causing a loss of functionality of the software, or indemnify Customer against the payment of license fees for the use of the software towards the third party. The customer must immediately inform CADFEM in writing about any claims of alleged infringements of copyright or other intellectual property rights of a third party. Moreover, it must not recognize these claims and may only conduct disputes of any kind with the third party about the infringement in agreement with CADFEM. Any claims of the Customer resulting from an infringement of copyright or other intellectual property rights are excluded if the infringement is based on the fact that the software has been altered or is used together with software of another software producer. The same applies, if the infringement is based on improper use, in particular if the use is not in line with the Individual Contrac...
Warranty; Indemnification. (a) For a period of five years following the Closing Date, the Sellers (other than the Xxxxxxxx Children Sellers) shall jointly and severally, and the Xxxxxxxx Children Sellers shall severally, indemnify, defend and hold harmless Standard Pacific, Buyer and their Affiliates (including the Acquired Companies) from any Liability incurred by such Persons as a result of any Warranty Claims that relate to real property developed or homes that close escrow on or before the Closing Date, to the extent that such Liabilities exceed the sum of (i) the warranty reserve for the Acquired Companies on the Balance Sheet Date Financial Statements (prepared in conformity with GAAP, and consistent with the practices and policies of the Company in preparing the 2001 Balance Sheet), and (ii) $550,000 (the "Warranty Threshold"), subject to the Maximum Warranty Amount. The indemnity described in the immediately preceding sentence shall include, without limitation, all costs and out-of-pocket expenses (including legal and expert fees) and a reasonable allocation of labor costs for persons performing or directly overseeing the work Buyer deems reasonably necessary to address such Warranty Claims. The Sellers acknowledge that the Maximum Warranty Amount is in addition to all insurance proceeds, meaning that the Sellers shall be obligated to pay, up to the Maximum Warranty Amount, all Warranty Claims that are not paid by insurance and that exceed the Warranty Threshold. The obligation of the Sellers under this Section 6.11 shall terminate on the fifth anniversary of the Closing Date, except to the extent that Buyer notifies the Sellers' Representative in writing of a claim pursuant to this Section 6.11 on or before such date specifying the factual basis of such claim in reasonable detail to the extent then known by Buyer. The Sellers shall be obligated to promptly pay to Buyer the amount of all Warranty Claims in excess of the Warranty Threshold irrespective of whether such amounts may be potentially covered by insurance. If an amount initially paid by the Sellers with respect to a Warranty Claim is later reimbursed to Buyer by applicable insurance policies of the Acquired Companies in effect at the time of the Closing (including the Tail Policy) or prior thereto, Standard Pacific shall cause Buyer to promptly reimburse Sellers for such payment (after deduction of all out-of-pocket expenses relating to seeking such payment) and the reimbursed payment will not count against the Maxi...
Warranty; Indemnification. (1) HiveMQ warrants to the Licensee that the contractual use of the Licensed Product by the Licensee will not infringe any third-party rights. The warranty period, if applicable by law, is 1 (one) year from the statutory start of the limitation period. If a claim for damages is based on intent, gross negligence or injury to life, body or health or on the German Product Liability Act (ProdHaftG), the statutory warranty period shall apply.
(2) In the case of a warranty breach, HiveMQ will – at its own discretion, which shall be exercised in such a way that the Licensee does not suffer any unacceptable disadvantages – at his own expense either obtain a right to use the Licensed Product according to the terms and conditions of this License Agreement for the Licensee or, in accordance with the agreed specifications, modify the Licensed Product that infringes rights in such a way that it no longer infringes any rights.
(3) If claims are asserted against the Licensee by third parties due to a culpable breach of HiveMQ of its warranty obligations pursuant to the aforementioned subsection (1), HiveMQ shall indemnify the Licensee against such claims provided that the Licensee informs HiveMQ without delay upon receipt of the notification concerning the claim of a third party and gives HiveMQ a copy of every notification or other action that forms the basis for such a claim. If the Licensee breaches the aforesaid obligations, HiveMQ shall be relieved of its indemnification obligation to the extent that the possibility of defense and/or damage mitigation is materially impaired or prevented due to the Licensee's neglect.
(4) HiveMQ will, in particular, not compensate the Licensee
a) if the infringement claim is based on improper or unauthorised use of the Licensed Product or if the Licensee uses a version of the Licensed Product that has been replaced by a new version that has been made available to the Licensee insofar as the infringement claim could have been avoided by using an up-to-date version;
b) for any amount of a settlement or compromise concerning a claim that has been agreed without the written approval of HiveMQ.
Warranty; Indemnification. Vendor warrants and represents that any software will operate as described in documentation furnished by Vendor and consistent with industry standards. Vendor further guarantees that if the items furnished hereunder are to be installed by the Vendor, that such items will function properly when installed. Vendor warrants and represents that all services will be provided in a professional and workmanlike manner consistent with or exceeding industry standards. Vendor warrants and represents that it owns or controls all intellectual property rights necessary to the performance of this Agreement. Vendor agrees to defend, indemnify and hold University harmless for all claims arising from any actual or alleged unauthorized use of a trademark, patent, copyright, process, idea, method, device or software covered by this Agreement. Vendor shall defend, indemnify, and hold harmless University, its agents, officers, board members, and employees from and against any and all claims, damages, losses, and expenses, including reasonable attorney's fees, for any claims arising out of or in any way relating to the performance of Vendor’s obligations under this contract, including but not limited to any claims pertaining to or arising from Vendor’s negligence, intentional acts or omissions.
Warranty; Indemnification. The parties to this Agreement do hereby warrant and covenant for themselves that their undertaking hereunder does not infringe or interfere with any intellectual property or other contract rights of third parties, and each shall indemnify, save, and hold the other party harmless, including cost of defense, from any suit, demand, judgement, claim, liability, or proceeding founded on such third party's claim or settlement.
Warranty; Indemnification. Licensor represents and warrants that it owns or controls the Library and has the right to grant all licenses for the use of the Musical Works as set forth herein. Licensor will indemnify and hold Licensee harmless from any and all claims, liabilities, losses, damages and expenses including reasonable, outside attorneys’ fees and costs, arising from any breach by Licensor of its warranty hereunder, with the liability for any breach limited to the amount of consideration received by Licensor as the Monthly Licensee Fee hereunder.
Warranty; Indemnification. Client represents and warrants that the Press Releases (or any other material provided to RNS hereunder) will not contain any defamatory, obscene, inaccurate or otherwise unlawful matter, nor infringe or invade any copyright, trademark, patent, trade secret, right of privacy or publicity, or any other personal or proprietary right of any third party. Client shall defend, indemnify and hold RNS, its officers, directors, employees, agents, representatives, service providers and affiliates from and against all liabilities, damages, losses and costs arising from any third party claims, actions or proceedings involving an alleged breach of Client’s warranty obligations hereunder, and/or any act or omission by Client in furtherance of its responsibilities in this Agreement.
Warranty; Indemnification. Assignor represents and warrants to Assignee that: (a) Assignor is the exclusive proprietor, throughout the world, of the Game Rights; (b) that Assignor has not assigned or nor in any manner encumbered, diminished, licensed or impaired these rights that would interfere with Assignee’s rights under this Agreement; (c) it has all rights necessary to grant the assignment under this Agreement; and (d) the Game Rights, when used as permitted under this Agreement, will not be unlawful or libelous and will not violate or infringe any common law or statutory right of any person or other entity. Assignor further represents and warrants that no attempt hereafter will be made to encumber, diminish or impair any of the rights herein assigned and that all appropriate protections of such rights will continue to be maintained by Assignor. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND WARRANTIES, THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. Assignor shall indemnify, defend and hold harmless Assignee and its affiliates, and their respective directors, officers, employees, agents, successors, assigns, licensees and distributors, from and against any and all judgments, settlements, damages, penalties, costs and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of any third party claim (i) relating to Assignor’s breach of its warranties, representations, covenants or agreements hereunder; and/or (ii) that any of the Game Rights, used as permitted under this Agreement, violates or infringes any copyright, privacy, publicity, trademark, service mark, patent, or any other right of any third party and/or is unlawful or libelous.
