WARRANTY, LIABILITY AND INDEMNIFICATION. 8.1 Both Parties warrant that they have the right to grant the rights and licenses in Article II.
8.2 Sandia makes no warranty, express or implied, as to the accuracy or utility of any Sandia Software. Sandia further makes no warranty, express or implied, that the use of any Sandia Software or Sandia Patent Rights will not infringe any United States or foreign patent or copyright. Sandia Software and Sandia Patent Rights are made available to VIGA on an "AS-IS" basis. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED HEREUNDER.
8.3 Sandia and the Government, and their agents, officers and employees shall not be liable for any loss, damage, injury or other casualty of whatsoever kind, or by whomsoever caused, to the person or property of anyone, including VIGA, its Affiliates and Sublicensees, arising out of or resulting from the licenses granted to VIGA herein, or the accuracy and validity of Sandia Software. VIGA agrees for itself, its successors and assigns, to defend, indemnify and hold Sandia and the Government, harmless from and against all claims, demands, liabilities, suits or actions (including all reasonable expenses and attorney's fees incurred by or imposed on VIGA in connection therewith) for such loss, damage, injury or other casualty.
8.4 Sandia shall retain the sole right to bring litigation for infringement of Sandia Patent
WARRANTY, LIABILITY AND INDEMNIFICATION. 16.01 OCD hereby warrants that:
(a) the VETTEST slides delivered to IDEXX shall be in compliance with Schedule 1, and
(b) OCD shall pack and ship products under this Agreement in a manner consistent with OCD’s usual practices, which shall be sufficient to protect the products from damage during normal shipping and handling.
16.02 In the event of a breach on the part of OCD of Section 16.01 above, OCD’s liability shall be limited to the replacement of the VETTEST slides or tips found to be defective, including shipping costs for return of defective slides or tips and delivery of replacement slides or tips.
16.03 OCD’s liability as stated in Section 16.02 shall be subject to the following conditions:
(a) IDEXX shall notify OCD promptly of any noncompliance contrary to Section 16.01(a) or damage contrary to Section 16.01(b).
(b) IDEXX and its transferees shall not alter or modify the VETTEST slides or packaging of the VETTEST slides or tips without prior approval of OCD.
16.04 Except as provided in this Section 16 there are no other warranties, express or implied, including warranties for fitness for any particular use or of merchantability.
16.05 Subject to Section 15, IDEXX shall indemnify and hold harmless OCD from and against any claim, loss, damage, or expense (including attorney’s fees) with respect to any physical injury to persons, animals or property arising out of or in connection with IDEXX’s use or sale of any Analyzer or the VETTEST slides, and any claim of infringement of any trademark (except OCD’s own trademark), trade dress, trade secret, or copyright. IDEXX shall notify OCD (a) at the commencement of any action or suit based on any such claim and (b) in the event of any injunction or other order prohibiting the sale or use of any Analyzer or VETTEST slide.
16.06 Any party claiming indemnification under this Agreement (the “Indemnitee”) shall notify the party from which indemnification is claimed (the “Indemnifying Party”) in writing promptly upon becoming aware of any claim to which such indemnification may apply. Failure to provide such notice shall constitute a waiver of the Indemnifying Party’s indemnity obligations hereunder if, and only to the extent that, the Indemnifying Party is materially damaged thereby. The Indemnifying Party shall have the right to assume and control the defense of the claim at its own expense. If the right to assume and have sole control of the defense is exercised, the Indemnitee shall have the right to partici...
WARRANTY, LIABILITY AND INDEMNIFICATION. 9.1 Licensor warrants that the Services, when operated in accordance with the Documentation, will substantially conform to the Documentation during the term of the Order. Except as expressly stated in this subsection: (a) no warranties, guarantees or assurances of any kind, express or implied (in law or in fact), are made by Licensor to Licensee, including any implied warranties of merchantability, quality or fitness for any particular purpose, which are specifically excluded; and (b) Licensor does not warrant that any information, computer program, software or Services provided by Licensor or any third-party provider will fulfil any of Licensee’s particular purposes or needs, nor does Licensor warrant that access to or operation of the Services will be uninterrupted or defect-free.
9.2 Except in relation to death or personal injury caused by the negligence of Licensor or any other liability which may not be excluded or limited at law, Licensor shall not be liable to Licensee for loss of profits, loss of contracts or any indirect or consequential loss arising from negligence, breach of contract or howsoever caused. Licensor's total liability under this EULA in aggregate shall be limited to the annual fees payable by Licensee to Licensor under the Order for the provision of the Services.
9.3 Licensor shall indemnify Licensee against any claim that the normal use of the Services is a direct infringement of the intellectual property rights of any third party in the Territory provided that Licensee: (a) provides prompt notice of the claim to Licensor; (b) does not prejudice Licensor’s defence of such claim; and (c) gives Licensor all reasonable assistance and grants sole authority to control the defence and any related settlement of any such claim.
9.4 Licensee will defend, indemnify, and hold Licensor harmless from and against all claims, demands, actions, suits, discovery demands, including, without limitation, third party subpoenas, government investigations or enforcement actions brought against Licensor by a third party and any damages, liabilities, losses, settlements, judgments, costs and expenses (including, without limitation, attorney’s fees and costs) related thereto alleging that:
9.4.1 Licensee’s use of any feature of the Services is in violation of Licensee’s contractual, regulatory, or other legal obligations;
9.4.2 Licensor’s use of any Licensee Data as permitted by this XXXX infringes or misappropriates:
(a) a third party’s intellectual proper...
WARRANTY, LIABILITY AND INDEMNIFICATION. 7.1 Epro does not grant any warranty, expressed or implied, legal or conventional, with regard to the Epro Technology other than as explicitly contained or incorporated in this Agreement and disclaims all implied warranties of merchantability and fitness for a particular purpose.
7.2 Epro shall indemnify, defend and hold harmless BioMarin against and from any and all claims, demands, losses, obligations, liabilities, damages, deficiencies, actions, settlements, judgments, costs and expenses which BioMarin may incur or suffer (including reasonable costs and legal fees incident thereto or in seeking indemnification therefore), (jointly “Claims”) arising out of or based upon: (a) the breach by Epro of any of its representations, warranties, covenants or obligations contained or incorporated in this Agreement; or (b) alleged to result from or resulting from Epro Technology infringing on a third party’s right, except to the extent of Claims being due primarily to BioMarin’s or its supplier’s gross negligence or willful misconduct; provided, however, that IN NO EVENT WILL EPRO BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES SUFFERED BY BIOMARIN.
7.3 BioMarin shall indemnify, defend and hold harmless Epro against and from any and all Claims arising out of or based upon: (a) the breach by BioMarin of any of its representations, warranties, covenants or obligations contained or incorporated in this Agreement; or (b) BioMarin’s manufacture, marketing, sale or use of Drug Product except to the extent of Claims being due primarily to Epro’s or its supplier’s gross negligence or willful misconduct; provided, however, that IN NO EVENT WILL BIOMARIN BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES SUFFERED BY EPRO.
7.4 In the event that a Party (the “Indemnified Party”) is entitled to indemnification pursuant to Sections 7.2 or 7.3, the other Party (the “Indemnifying Party”) shall, at the request of the Indemnified Party, assume the defense of any Claim brought against Indemnified Party by reason of the foregoing, using counsel reasonably acceptable to Indemnified Party, and shall pay any and all damages assessed or payable by Indemnified Party as a result of the disposition of any such Claim. Notwithstanding the foregoing, Indemnified Party may be represented in any such action, suit or proceeding by its own counsel. Such separate counsel shall be at the expense of Indemnified Party unless: (a) the use of counsel chosen by Indemnifying Party...
WARRANTY, LIABILITY AND INDEMNIFICATION. 5.1 Disclaimer of Warranties TO THE FULLEST EXTENT ALLOWABLE BY APPLICABLE LAW, THE SOFTWARE AND PRODUCTS, INCLUDING ANY OPEN SOURCE SOFTWARE DELIVERED THEREWITH, ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, DATAROAD DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE AND PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. DATAROAD’S ENTIRE LIABILITY AND DATAROAD’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE FOREGOING WARRANTY SHALL BE DATAROAD’S OPTION TO EITHER:
(A) REPAIR THE DEFECTS AND REPLACE THE SOFTWARE AND/OR PRODUCTS AT NO ADDITIONAL CHARGE TO COMPANY; (B) RETURN TO COMPANY THE LICENSE FEE FOR THE MONTHLY PRORATED PERIOD IN WHICH THE SOFTWARE AND/OR PRODUCTS DID NOT PERFORM ACCORDING TO WARRANTY; OR (C) EXTENSION OF THE LICENSE TERM AT NO ADDITIONAL CHARGE TO COMPANY FOR THE PRORATED NUMBER OF MONTHS FOR WHICH THE SOFTWARE AND/OR PRODUCTS DID NOT PERFORM ACCORDING TO WARRANTY.
5.2 Limitation of Liability COMPANY AGREES THAT DATAROAD AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE SOFTWARE AND/OR PRODUCTS) WHICH ARISE FROM THE SUBJECT MATTER OF THIS AGREEMENT OR THE USE OF THE PRODUCTS, WHETHER THE CLAIM FOR DAMAGES IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. DATAROAD’S LIABILITY TO COMPANY FOR ANY OTHER DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT WHETHER IN CONTRACT, TORT, OR OTHERWISE WILL BE LIMITED TO THE AMOUNT RECEIVED BY DATAROAD FROM COMPANY AS COMPENSATION FOR THE SOFTWARE AND PRODUCTS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME SUCH CLAIM AROSE.
WARRANTY, LIABILITY AND INDEMNIFICATION. 8.1 SYNKEM warrants that the COMPOUND manufactured and supplied hereunder shall meet the requirements of the USP/NF. SYNKEM DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
8.2 Subject to Clause 8.3, ZONAGEN's EXCLUSIVE REMEDY FOR ANY FAILURE OF THE COMPOUND TO MEET THE REQUIREMENTS OF THE USP/NF SHALL BE THE REPLACEMENT OR REFUND PURSUANT TO CLAUSE 9.2. IN NO CASE SHALL SYNKEM BE LIABLE TO ZONAGEN FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
8.3 a) SYNKEM shall indemnify and hold ZONAGEN harmless from and against any and all liability, damage, cost or expense (including reasonable attorneys' fees) arising out of third party claims based upon failure by SYNKEM to supply COMPOUND in accordance with the specifications set forth in the USP/NF, such failure to be acknowledged as the cause of the third party's damage by a court of competent jurisdiction, an arbitrator appointed pursuant to Article 17 or the parties hereto by mutual written agreement.
WARRANTY, LIABILITY AND INDEMNIFICATION. 5 ARTICLE VIII - GENERAL PROVISIONS ..........................................6 ARTICLE IX - ASSIGNMENT ....................................................7 ARTICLE X - PREFERENCE FOR U.S. INDUSTRY ...................................7
WARRANTY, LIABILITY AND INDEMNIFICATION. (a) State Street warrants to Client that State Street is authorized to provide the Services. Client’s remedy for State Street’s breach of this warranty is for State Street to obtain the necessary consents for Client to receive and use the Services. If such necessary consents cannot be obtained promptly and at reasonable cost, State Street may terminate this Agreement and/or the applicable Services in accordance with Section 5. None of State Street or its Affiliates, or their respective officers, directors, employees, representatives, agents or service providers (collectively, including State Street, “State Street Parties”) make any other express or implied warranties or representations with respect to the Services or otherwise.
(b) Client is solely responsible for its use of the Services and Materials and for the suitability of the Services for the Client’s purpose(s), including any decisions or other actions taken (or not taken) in connection therewith. The State Street Parties are not liable to Client, any of its affiliates, or any of their respective officers, directors, employees, investment managers, investment advisers, agents or any other third party, including any client of, or investor or participant in Client, or any Client Entities or any Permitted Persons (collectively, including Client, “Client Parties”), for any losses, damages, costs, expenses or any other matter arising out of or relating to the Services, the Materials or this Agreement, including, without limitation, with respect to any inaccuracy or errors with respect thereto, any use, reliance, decisions or other actions taken (or not taken) by Client, any Client Party, or any third party, in connection therewith, except in the case of State Street, and subject to Section 4(d), to the extent the same results directly from State Street’s gross negligence or willful misconduct in its performance of the Services and does not involve the unauthorized use or redistribution of the Services or Materials by Client or a Client Party.
(c) Client shall indemnify and hold the State Street Parties harmless from and against any and all losses, damages, liabilities, actions, suits, claims, costs and expenses, including reasonable legal fees and costs of investigation (each, a “Claim”) suffered or incurred by such State Street Party arising out of or relating to (i) the Services, the Materials or this Agreement, including, without limitation, any use, distribution or redistribution, reliance, Informati...
WARRANTY, LIABILITY AND INDEMNIFICATION. 16.01 OCD hereby warrants that:
(a) the VETTEST slides delivered to IDEXX shall be in compliance with SCHEDULE 4, and
(b) the packaging of the VETTEST slides and tips shall be undamaged at delivery.
16.02 In the event of a breach on the part of OCD of sub-Clause 16.01 above, OCD's liability shall be limited to the replacement of the VETTEST slides or tips found to be defective, including shipping costs for return of defective slides or tips and delivery of replacement slides or tips.
16.03 OCD's liability as stated in sub-Clause 16.02 shall be subject to the following conditions:
(a) IDEXX shall notify OCD promptly of any noncompliance contrary to sub-Clause 16.01(a) or damage contrary to sub-Clause 16.01(b).
(b) IDEXX and its transferees shall not alter or modify the VETTEST slides or packaging of the VETTEST slides or tips without prior approval of OCD.
WARRANTY, LIABILITY AND INDEMNIFICATION. 5.1 PROPRIETARY RIGHTS WARRANTY. Outlast warrants that as of the date it executes this Agreement, it knows of no claim of any third party relating to the infringement by Outlast of such third party's rights in any patent or other proprietary right relating to the use of the Technology other than those set forth on Schedule 5.1 to this Agreement. Xxxxxx warrants that as of the date it executes this Agreement, it knows of no claim of any third party relating to the infringement by Xxxxxx of such third party's rights in any patent or other proprietary right relating to the use of Xxxxxx'x intellectual property or proprietary information other than those set forth on Schedule 5.1 to this Agreement. In addition, each Party warrants that this Agreement does not contravene any other agreement to which it is a party or its certificate of incorporation or by-laws.
