WARRANTY & INDEMNITY. 5.1 Subcontractor warrants the quality of all materials and workmanship for a period of five years. Any defects in the materials or workmanship will be repaired or replaced at no cost to Contractor.
5.2 Subcontractor shall defend, indemnify and hold harmless Contractor against all claims, liabilities, expenses, costs, loss or damage of whatsoever nature (including legal costs on a full indemnity basis incurred by Contractor) brought against, suffered or incurred by Contractor, and defend any suit brought against Owner, arising out of or in connection with this Agreement, including without prejudice to the generality of the foregoing:
a. Any breach of the terms and conditions of this Agreement by the Subcontractor;
b. Any act, omission, fraud and negligence or default whatsoever of Subcontractor, employees or agents employed by Subcontractor to perform its obligations hereunder;
c. Any wrongful, incorrect, dishonest, criminal, fraudulent or negligent work, misfeasance, bad faith, disregard of its duties and obligations hereunder, service, act or omission of /by Subcontractor or any of its personnel.
WARRANTY & INDEMNITY. Licensor indemnifies and hold harmless Licensee, its successors and assigns form any and all loss, damage, cost or expense, including attorney fees, by reason of any adverse claims by others in and to the subject matter hereof, or by reason of any breach of any of the expressed warranties herein contained, or by reason of any adjudication invalidating said mechanical rights or copyright privileges under which this license is granted.
WARRANTY & INDEMNITY. 10.1 The Agency hereby:
(i) warrants that all information given by it in this Agreement is complete and accurate;
(ii) warrants that it has the right and authority to enter into this Agreement on behalf of itself and the Authorised Representatives; and
(iii) agrees that the applicable Home Club retains the sole discretion to decline any application for Accreditation.
10.2 The Agency warrants and undertakes that its Authorised Representatives are (and shall remain throughout the Term) covered by the necessary public liability insurance as set out in paragraph 1.28 of Schedule 1 and shall produce (or procure that the Authorised Representative shall produce) documentary evidence of such cover upon reasonable notice.
10.3 The Agency shall indemnify and keep indemnified each of the Leagues, DataCo and each Club ("the Indemnified Party") from and against any and all costs, expenses, damages and loss arising as a result of a breach by the Agency (and/or any of the Agency's Authorised Representatives) of clauses 2.4, 3 and/or 4 of this Agreement.
10.4 Where the Agency is liable to indemnify and/or hold harmless an Indemnified Party under clause 10.3:
(i) the Indemnified Party shall give notice of any such claim to the Agency within a reasonable time after becoming aware of its existence;
(ii) the Indemnified Party shall provide to the Agency such information and assistance in relation to such claims as the Agency may reasonable require to evaluate its response, all at the Agency's cost and expense and
(iii) the Indemnified Party shall not make any settlement, compromise or prejudicial admission in relation to such claim without the prior consent of the Agency (such consent not to be unreasonably withheld, conditioned or delayed) and it will be deemed to be unreasonable if the Agency declines consent after having received an opinion from counsel (of 10 or more years standing with experience of the subject matter in question) who has been jointly instructed by the Agency and the Indemnified Party or (in the circumstances set out below) by the President of the Bar Council to the effect that any defence that the Indemnified Party may have to the claim will not in all the circumstances have a reasonable chance of success. In the absence of agreement between the parties within 14 days of a counsel being suggested in writing by either the Indemnified Party or the Agency to the other, either the Indemnified Party or the Agency may apply to the President of the Bar Council...
WARRANTY & INDEMNITY. 10.1 Customer is responsible for ensuring that all Data Subjects have given or will give all necessary consents for the lawful Processing of Personal Data by Service Provider in accordance with the Agreement and Data Protection Laws. Customer warrants and represents that: (a) it has provided all applicable notices to Data Subjects required for the lawful Processing of Personal Data by the Service Provider in accordance with the Agreement or Data Protection Laws, or in respect of any Personal Data collected or received by Service Provider on behalf of the Customer; and (b) Customer has reviewed and confirmed the notices provided by the Service Provider to Data Subjects as accurate and sufficient for the lawful Processing of Personal Data by the Service Provider in accordance with the Agreement and Data Protection Laws.
10.2 Customer agrees to indemnify Service Provider and its officers, directors, employees, agents, affiliates, successors and permitted assigns (each an "Indemnified Party", and collectively the "Indemnified Parties") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees and court fees, that are incurred by the Indemnified Parties (collectively, "Losses") arising out of (i) any third party claim brought against the Service Provider relating to or arising out of any instructions given by the Customer to the Service Provider under the Agreement and this DPA; (ii) any failure to obtain the consents from clients whose Personal Data Customer has provided to Service Provider under the Agreement and this DPA; and
WARRANTY & INDEMNITY. (a) The Founder warrants that no legal proceedings or arbitration, mediation or other dispute resolution process is taking place, pending or threatened, that may negatively affect ilab, UQ or UniQuest which may have an adverse effect on the ability of the Founder to perform their obligations under the General Conditions.
(b) The Founder hereby indemnifies UQ and UniQuest against any claim, loss or damage incurred or suffered as a result of:
(i) any breach of the General Conditions; or
(ii) any activity or outcome of the Project during or after the ilab Accelerator Program Term or after termination of this Agreement.
(c) The Founder warrants that UQ and UniQuest will not be liable to the Founder for any claim, loss, damage or expense incurred or suffered by the Founder for any reason as a result of the Founder’s participation in the ilab Accelerator Program.
WARRANTY & INDEMNITY. Each Party agrees to indemnify and hold the other Party and its directors, officers, trustees, employees, agents and representatives, harmless from any liabilities, costs and expenses (including attorney's fees and expenses), obligations or causes of action arising out of or related to any breach of the representations and warranties made by such Party herein.
WARRANTY & INDEMNITY. The Researcher and Host Institution warrant that all aspects of the research project will be carried out in a manner that does not infringe the intellectual property rights of any other person, and agrees to indemnify the Commission against any liability or expense incurred as a result of any breach of this warranty.
WARRANTY & INDEMNITY. 9.1. CMI warrants (i) Consumer Package Units, when shipped to Cygnus, shall conform to the then in effect Specifications as determined under Section 3; (ii) Consumer Package Units, when shipped to Cygnus, shall conform with the information on the Q. A. Certificate of Conformance sheet provided for the particular shipment and not contain any Latent Defects or any other defects in materials or workmanship; (iii) Consumer Package Units shall have been manufactured, stored and shipped in conformance with all applicable Good Manufacturing Practices which are in force or hereinafter adopted by the FDA or any successor agency thereto; (iv) Consumer Package Units shall not have been adultered; and (v) title to all Consumer Package Units shall be free of any security interest or encumbrance. CMI makes no warranty, expressed or implied, with respect to material supplied by vendors under the Master Supply Agreements including the warranty of merchantability.
9.2. CMI agrees to defend Cygnus from, indemnify Cygnus and hold Cygnus harmless from any claim, demand, action, cause of action or suit (each a "Claim") related to or arising from any breach of the warranty set forth in Section 9.1, negligence on the part of CMI or defect in Consumer Package Units supplied by CMI. Provided, however as an exception to the foregoing right to defense and indemnity will be any claim, action or cause of action arising from a defect in a Consumer Package Unit, where such Consumer Package Unit, as supplied, was in full conformance with the warranty set forth in Section 9.
1. CMI also agrees to defend Cygnus from, indemnify Cygnus and hold Cygnus harmless from any Claim arising out of or resulting from any injury to any person or damage to any property caused by the Supply Specific Equipment as a result of the testing , installation, insufficiency of any warnings thereon or of CMI's improper use of the Equipment. In the event Cygnus is served or is otherwise notified of any Claim under this Section 9.2, it shall notify CMI thereof and tender its defense to CMI who shall promptly undertake such defense with counsel mutually acceptable to both parties. Either party receiving an offer of settlement shall communicate such offer as soon as reasonably practicable to the other. In the event Cygnus enters into a settlement, without the prior consent of CMI, it will be deemed to have waived its right under this Section to be indemnified from any amounts it becomes obligated to pay under the term...
WARRANTY & INDEMNITY. Consultant shall indemnify and hold the Company harmless from and against any claims, damages, or liabilities resulting from Consultant’s breach of the foregoing warranties.
WARRANTY & INDEMNITY. Vastera warrants that the transfer to Ford and Ford's use of Vastera's Information Technology, including related documentation, will not infringe any proprietary rights (including patents, copyrights, trademarks and trade secrets) of any other entity. Vastera will indemnify and defend Ford from any claim, liability and expense, including reasonable attorneys' fees, arising out of any breach of the foregoing warranty, provided that Ford notifies Vastera in a timely fashion of such claim. Vastera's obligation to indemnify and defend Ford will apply except to the extent that such infringement is directly attributable to Vastera's incorporation of Ford's Information Technology into Vastera's Information Technology. In the event a claim of infringement is asserted, Vastera may replace or modify the Software to make it non-infringing, provided that Ford approves that such replacement or modification achieves the substantive results of the original version of the Software which approval shall not be unreasonably withheld, or Vastera may procure at its expense a license for Ford to use the rights allegedly infringed.
