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. 9.1 CleanFutures warrants it has the right to convey the licenses and other rights and privileges granted by this Agreement or contemplated thereby, that may be necessary in order to effectuate the transactions referenced herein.
9.2 CleanFutures warrants that, as of the Effective Date of this Agreement, it has no knowledge of any potential claim from a third party charging infringement of a patent or other intellectual property of any third party from the use of any Cleanfutures Patents, CleanFutures Technology, or any activity of CleanFutures.
9.3 CleanFutures warrants that it has obtained an agreement with Jxxxxxxx Xxxxxxx where he has assigned his intellectual property and other assignments necessary to allow CleanFutures to perform under this Agreement, and to permit Echo to use the CleanFutures Patents and CleanFutures Technology as contemplated under this Agreement.
9.4 CleanFutures agrees to defend at its expense and hold harmless Echo from all loss or damage by reason of any and all actions or proceedings charging infringement, whether rightfully or wrongfully brought, of any patent by reason of manufacture, use, sale, offer for sale, or import of any Licensed Product, or other product or component by Echo incorporating the CleanFutures Patents, and/or CleanFutures Technology or any other transaction as contemplated under this Agreement. Echo agrees to notify CleanFutures in writing of all such actions or proceedings and, at the expense of Cleanfutures and to assist CleanFutures in the defense of the action or proceeding. If the manufacture, use, offer for sale, sale or import of such CleanFutures Technology is enjoined as a result of such action or proceeding, CleanFutures will indemnify Echo for any and all losses or damages sustained by reason of obeying such injunction. Echo agrees that in the event of such actions or proceedings that CleanFutures will have the option to seek mediation or arbitration for such matter(s), at the sole discretion of Echo.
9.5 If a claim or claims of any patent licensed hereunder or Clean Futures Patent shall be held invalid, unenforceable, or cancelled by a court or administrative agency from whose decision no appeal is taken or no appeal or other proceeding for review can be taken (hereinafter a “final judgment”), or such patent must be modified to materially reduce the scope and protection provided by such patent and/or then such claim or claims shall, subsequent to the date of the final judgment, or date of pat...
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 The Customer must inspect the software immediately after its delivery. Any obvious defects must be immediately reported to CADFEM in writing; otherwise the Customer will lose any rights to claim repair of such defects. The same applies to defects that become apparent later.
3.5 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 licence fees for the use of the software towards the third party. The customer must immediately inform XXXXXX 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 e...
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 itself that its 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, 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. Seller shall indemnify, defend and hold harmless the Acquired Companies for Warranty Costs incurred by the Acquired Companies as a result of Warranty Claims that relate to houses sold by any of the Acquired Companies (and any former, direct or indirect, Subsidiaries of the Acquired Companies) on or prior to the Closing Date (the "Warranty Homes") as described in this Article IX. A house shall be considered to be sold upon the occurrence of a closing in which title is transferred to the home buyer. The parties acknowledge and agree that any claims for indemnification or otherwise involving or relating to Warranty Claims shall be governed exclusively by the provisions of this Article IX. Accordingly, no claim for indemnification involving or relating to Warranty Claims shall, to the extent of such involvement or relationship, be made by Buyer under this Agreement (including any claims under Section 7.2(a)(i)) except for a claim made under and in accordance with the procedures contained in this Article IX. The foregoing limitation shall apply notwithstanding that a representation or warranty made by Seller in Articles III or IV hereof could be construed as including a matter covered by a Warranty Claim.
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 xxxx, patent, or any other right of any third party and/or is unlawful or libelous.
