Warranties and Indemnities definition

Warranties and Indemnities. The definitive agreement shall contain customary representations and warranties and indemnification provisions, including (a) representations by Synapse that the USB 3.0 Transceiver IP and other deliverables comply with the applicable specifications and do not infringe the intellectual property of others and (b) indemnification of NeoMagic by Synapse for any claims of infringement asserted by third parties based on the use of the USB 3.0 Transceiver IP and other deliverables.
Sample 1

Examples of Warranties and Indemnities in a sentence

  • Warranties and Indemnities 3.1 Each party warrants that it has the right to disclose its Personal Data and Confidential Information to the other party and to authorise the other party to use the same for the Purpose.

  • Subject to the provisions of Clause 3.5, the Parties expressly agree that the provisions of Clause 1 (Definitions and Interpretation), Clause 5 (Representations, Warranties and Indemnities), Clause 6.11 (Confidentiality) and Clause 8 (Miscellaneous) shall survive the termination of this Agreement.

  • Clauses 4 (Warranties and Indemnities), 7 (Termination and Default), 8 (Consequences of Termination), 9 (Loss or Damage), 10 (Exclusions and Limitations), 15 (Confidentiality), 17 (General) and 18 (Definitions and Interpretation) survive the termination or expiry of the Contract.

  • The provisions in the Organizer’s Representations, Warranties and Indemnities and General articles shall survive the expiration or termination of this Agreement.

  • The Issuer Warranties and Indemnities have the effect of a contract under seal between the Issuer, ASTC and every Participant.

  • All provisions of the Conditions which in order to give effect to their meaning need to survive its termination shall remain in full force and effect including without limitation the provisions of this clause and provisions on Confidentiality, Warranties and Indemnities, Product and Compliance.

  • Accordingly (except in respect of fraud) no representations warranties or undertakings (apart from the Warranties and Indemnities) express or implied statutory or otherwise made by or on behalf of the Vendors and in relation to the Company shall give rise to any liability for misrepresentation on the part of the Vendors or the maker or makers of any such representations, warranties or undertakings.

  • The Parties expressly agree that the provisions of Clause 1 (Definitions and Interpretation), Clause 5 (Representations, Warranties and Indemnities), Clause 6.8 (Confidentiality), Clause 8.1 (Governing Law and Jurisdiction), Clause 8.3 (Notices), Clause 8.6 (Dispute Resolution) and Clause 8.10 (Expenses) shall survive the termination of this Agreement.

  • Structure and Use of the Form Set; Title and Title Transfer: The Exploration Agreement, the Contribution Agreement, Representations, Warranties, and Indemnities for BreachRANDALL E.

  • Survival of Warranties and Indemnities Any release by the Owner of the Contractor from the Contractor’s obligation to complete any portion of the Work pursuant to this Article 16 shall not in any way derogate from the Contractor’s warranty indemnity and other obligations hereunder.

Related to Warranties and Indemnities

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Indemnities shall have the meaning specified in Section 11.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Tax Warranties means the warranties contained in Part 2 of Schedule 8;

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Undertakings as references to obligations under this Framework Agreement;

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • protection and indemnity risks means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/95) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

  • Limitation of Liability PrimePay has negotiated preferred terms and conditions with FD as a service to PrimePay Clients. Client understands that FD, and not PrimePay, will be performing those services and that Client will enter its own service agreement(s) with FD for such services under terms and conditions specified by FD and agreed to by Client. Accordingly, Client acknowledges that FD shall be the provider of Payment Processing Services hereunder and that PrimePay shall have no liability whatsoever for or related to the performance of those services, including any and all damages, costs and related expenses (including attorney fees).

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Indemnified Parties shall have the meaning assigned to such term in Section 7.2.

  • Limit of Liability means, with respect to any Insuring Agreement, the limit of liability of the Underwriter for any Single Loss covered by such Insuring Agreement as set forth under the heading “Limit of Liability” in Item 3 of the Declarations or in any Rider for such Insuring Agreement.

  • Warranty means any one of them.

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Special Representations has the meaning set forth in Section 8.1.

  • Exceptions and Limitations means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date.