Common use of WARRANTY & INDEMNITY Clause in Contracts

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 to forthwith appoint such counsel to provide advice under this clause 10. 10.5 To the maximum extent permitted by law and save in respect of clause 10.2 the Agency's liability under this clause 10 shall not exceed £100,000 per claim.

WARRANTY & INDEMNITY. 10.1 7.1 The Agency hereby: (i) warrants that all information given by it in this Agreement is complete Company warrants, undertakes 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 Representative(s) are (and shall remain throughout the Term) covered by the necessary adequate public liability insurance as set out in paragraph 1.28 cover with a reputable insurer to the extent of Schedule 1 not less than £5,000,000 per claim or series of claims and shall maintain such cover for the duration of this Agreement. The Company shall produce (or procure that the Authorised Representative shall produce) documentary evidence of such cover upon reasonable noticedemand. 10.3 7.2 The Agency Company shall indemnify and keep indemnified hold harmless DataCo and each of the Leagues, DataCo and Leagues (each Club ("the Indemnified Party"a “Beneficiary”) from and against all direct loss, damages, costs and expenses it may suffer arising out of any breach of the terms of this Agreement by the Company and/or any Authorised Representative(s), provided that if any such loss, damages, costs and all costs, expenses, damages and loss arising expenses arise as a result of a any claim by third parties brought against DataCo arising out of any breach of the terms of this Agreement by the Agency (Company and/or any Authorised Representative, such claim must have been finally adjudicated in a court of law or have been settled in accordance with the Agency's Authorised Representatives) provisions of clauses 2.4, 3 and/or 4 of this Agreementclause 7.3. 10.4 7.3 Where the Agency Company is liable to indemnify and/or hold harmless an Indemnified Party a Beneficiary under clause 10.37.2: (ia) the Indemnified Party Beneficiary shall give notice of any such claim to the Agency Company within a reasonable time after becoming aware of its existence; (iib) the Indemnified Party Beneficiary shall provide to the Agency Company such information and assistance in relation to such claims as the Agency Company may reasonable require to evaluate its response, all at the Agency's cost and expense ; and (iiic) the Indemnified Party Beneficiary shall not make any settlement, compromise or prejudicial admission in relation to such claim without the prior consent of the Agency Company (such consent not to be unreasonably withheld, conditioned or delayed) and it will be deemed to be unreasonable if the Agency Company 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 Company and the Indemnified Party Beneficiary or (in the circumstances set out below) by the President of the Bar Council (but in either case the cost of whom is to be met equally by the Beneficiary and the Company) to the effect that any defence that the Indemnified Party Beneficiary 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 Beneficiary or the Agency Company to the other, either the Indemnified Party Beneficiary or the Agency Company may apply to the President of the Bar Council to forthwith appoint such counsel to provide advice under this clause 107.3. 10.5 To the maximum extent permitted by law and save in respect of clause 10.2 the Agency's liability under this clause 10 shall not exceed £100,000 per claim.

WARRANTY & INDEMNITY. 10.1 7.1 The Agency hereby: (i) warrants that all information given by it in this Agreement is complete Company warrants, undertakes and accurate; (ii) warrants agrees that it has the right effected (both for itself 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 TermRepresentative(s)) covered by the necessary adequate public liability insurance as set out in paragraph 1.28 cover with a reputable insurer to the extent of Schedule 1 not less than £5,000,000 per claim or series of claims and shall maintain such cover for the duration of this Agreement. The Company shall produce (or procure that the Authorised Representative shall produce) documentary evidence of such cover upon reasonable noticedemand. 10.3 7.2 The Agency Company shall indemnify and keep indemnified hold harmless DataCo and each of the Leagues, DataCo and Leagues (each Club ("the Indemnified Party"a “Beneficiary”) from and against all direct loss, damages, costs and expenses it may suffer arising out of any breach of the terms of this Agreement by the Company and/or any Authorised Representative(s), provided that if any such loss, damages, costs and all costs, expenses, damages and loss arising expenses arise as a result of a any claim by third parties brought against DataCo arising out of any breach of the terms of this Agreement by the Agency (Company and/or any Authorised Representative, such claim must have been finally adjudicated in a court of law or have been settled in accordance with the Agency's Authorised Representatives) provisions of clauses 2.4, 3 and/or 4 of this Agreementclause 7.3. 10.4 7.3 Where the Agency Company is liable to indemnify and/or hold harmless an Indemnified Party a Beneficiary under clause 10.37.2: (ia) the Indemnified Party Beneficiary shall give notice of any such claim to the Agency Company within a reasonable time after becoming aware of its existence; (iib) the Indemnified Party Beneficiary shall provide to the Agency Company such information and assistance in relation to such claims as the Agency Company may reasonable require to evaluate its response, all at the Agency's cost and expense ; and (iiic) the Indemnified Party Beneficiary shall not make any settlement, compromise or prejudicial admission in relation to such claim without the prior consent of the Agency Company (such consent not to be unreasonably withheld, conditioned or delayed) and it will be deemed to be unreasonable if the Agency Company 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 Company and the Indemnified Party Beneficiary or (in the circumstances set out below) by the President of the Bar Council (but in either case the cost of whom is to be met equally by the Beneficiary and the Company) to the effect that any defence that the Indemnified Party Beneficiary 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 Beneficiary or the Agency Company to the other, either the Indemnified Party Beneficiary or the Agency Company may apply to the President of the Bar Council to forthwith appoint such counsel to provide advice under this clause 107.3. 10.5 To the maximum extent permitted by law and save in respect of clause 10.2 the Agency's liability under this clause 10 shall not exceed £100,000 per claim.

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 9.1 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 1.25 of Schedule 1 and shall produce (or procure that the Authorised Representative shall produce) documentary evidence of such cover upon reasonable notice. 10.3 9.2 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 ’s Authorised Representatives) of clauses 2.41.5, 2 and/or 3 and/or 4 of this Agreement. 10.4 9.3 Where the Agency is liable to indemnify and/or hold harmless an Indemnified Party under clause 10.39.2: (ia) the Indemnified Party shall give notice of any such claim to the Agency within a reasonable time after becoming aware of its existence; (iib) 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 (iiic) 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 to forthwith appoint such counsel to provide advice under this clause 109. 10.5 9.4 To the maximum extent permitted by law and save in respect of clause 10.2 9.1 the Agency's ’s liability under this clause 10 9 shall not exceed £100,000 per claim.

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 it shall effect (both for itself and on behalf of its Authorised Representatives are (and shall remain throughout the TermRepresentatives) covered by the necessary public liability insurance as cover set out in paragraph 1.28 1.32 of Schedule 1 and shall maintain such cover for the Term and shall produce (or procure that the Authorised Representative shall produce) documentary evidence of such cover upon reasonable noticedemand. 10.3 10.2 The Agency shall indemnify and keep indemnified each of the Leagues, DataCo and each Club ("as relevant and applicable) (“the Indemnified Party"”) from and against any and all costs, expenses, damages and loss arising as a result of of: (a) a breach by the Agency (and/or any of the Agency's ’s Authorised Representatives) of clauses 2.41.5, 3 2 and/or 4 Schedule 2 of this Agreement; and (b) any damage, death or personal injury caused by its Authorised Representative(s) whilst present in a Stadium. 10.4 10.3 Where the Agency is liable to indemnify and/or hold harmless an Indemnified Party under clause 10.310.2: (ia) the Indemnified Party shall give notice of any such claim to the Agency and the NMC within a reasonable time after becoming aware of its existence; (iib) the Indemnified Party shall provide to the Agency and to the NMC such information and assistance in relation to such claims as the Agency and the NMC may reasonable require to evaluate its response, all at the Agency's cost and expense their responses; and (iiic) 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 to forthwith appoint such counsel to provide advice under this clause 10. 10.5 To the maximum extent permitted by law and save in respect of clause 10.2 the Agency's liability under this clause 10 shall not exceed £100,000 per claim.

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 Licensee 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 1.24 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 10.2 Each Licensee 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 that Licensee (and/or any of the Agency's that Licensee’s Authorised Representatives) of clauses 2.41.5, 2, 3 and/or 4 of this Agreement. 10.4 10.3 Where the Agency Licensee is liable to indemnify and/or hold harmless an Indemnified Party under clause 10.310.2: (ia) the Indemnified Party shall give notice of any such claim to the Agency Licensee within a reasonable time after becoming aware of its existence; (iib) the Indemnified Party shall provide to the Agency Licensee such information and assistance in relation to such claims as the Agency Licensee may reasonable require to evaluate its response, all at the Agency's cost and expense ; and (iiic) the Indemnified Party shall not make any settlement, compromise or prejudicial admission in relation to such claim without the prior consent of the Agency Licensee (such consent not to be unreasonably withheld, conditioned or delayed) and it will be deemed to be unreasonable if the Agency Licensee 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 Licensee 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 Licensee to the other, either the Indemnified Party or the Agency Licensee may apply to the President of the Bar Council to forthwith appoint such counsel to provide advice under this clause 10. 10.5 10.4 To the maximum extent permitted by law and save in respect of clause 10.2 10.1 the Agency's Licensee’s liability under this clause 10 shall not exceed £100,000 per claim.