Warranty and Indemnification. Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.
Warranty and Indemnification. The Licensor warrants that it holds the rights granted under this Agreement, and indemnifies and holds the Licensee and its Member Institutions harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee or any of its Member Institutions claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this license for any reason. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS LICENSE IS APPLICABLE TO THIS INDEMNIFICATION.
Warranty and Indemnification. The Parties shall be solely responsible for any and all actions, suits, damages, liability or other proceedings brought against it as a result of the alleged negligence, misconduct, error or omission of any of its officers, agents or employees. Neither party is obligated to indemnify the other party or to hold the other party harmless from costs or expenses incurred as a result of such claims; and each shall continue to enjoy all rights, claims and defenses available to it under law.
Warranty and Indemnification. (a) Writer represents and warrants to Producer that Writer has not adapted the Property from any other literary, dramatic or other material of any kind, nature or description, nor, excepting far material which is in the public domain, nor has Writer copied or used in the Property the plot, scenes, sequence or story of any other literary, dramatic or other material; that the Property docs not infringe upon any common law or statutory rights in any other literary, dramatic, or other material; that insofar as Writer has knowledge, no material in the Property is libelous or violative of the right of privacy of any person and the full utilization of the rights in the Property which are covered by the within option would not violate any rights of any person, firm or corporation; and that the Property is not in the public domain in any country in the world where copyright protection is available.
Warranty and Indemnification. Customer represents and warrants that any data, content or other materials provided by Customer to iiX are in compliance with all applicable laws and will not, when used by iiX, defame any person or infringe the trademarks, service marks, copyrights or other intellectual property rights of any third party. Customer agrees to indemnify and hold harmless iiX, its affiliated companies and their officers, directors, employees and shareholders from any and all damages, costs, judgments and expenses (including reasonable attorney’s fees) as well as any and all fines, interest, penalties or any other liabilities: (i) incurred by iiX, (ii) imposed by local, state or federal authorities or (iii) claimed by any third party which result from or arise out of Customer’s failure to fully comply with the provisions of Sections 2, 3 and 4 or the use by Customer or its authorized users, including any Outsourcer, of the Information Services provided under this Agreement.
Warranty and Indemnification. The authors affirms that the Work is original, and the authors are the sole authors and owners of the copyright. Furthermore, the Authors understand that they will be fully liable should any copyright infringement be claimed or discovered. The Authors hereby agrees to indemnify the Publisher and any of its operators of any loss, damage, penalties, legal actions, or claims incurred as a result of breaching this Agreement.
Warranty and Indemnification. The Licensor warrants that it holds the rights granted under this Agreement, and indemnifies and holds the Licensee and its Member Institutions harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee or any of its Member Institutions claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this license for any reason. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS LICENSE IS APPLICABLE TO THIS INDEMNIFICATION. This Agreement and attached Schedule(s) signed by Licensor and Licensee shall comprise the complete terms and conditions of use. If there is a "click-through" agreement for users, this Agreement shall override the "click-through" agreement. Notice of terms of “click-through” license terms: in the event that Licensor uses a “click- through” license for end users, Licensor shall provide Licensee with notice of and an opportunity to comment on such terms prior to their implementation. In the event of any conflict between the ‘click-through’ terms and this License, the terms of this License shall prevail. Alterations to this Agreement and to the Schedules to this Agreement are only valid if they are recorded in writing and signed by both parties.
Warranty and Indemnification. (a) Dreyer's will indemnify Integrated Brands from any claim or damages, including reasonable attorneys' fees and costs, arising out of a non-compliant Product not manufactured by Integrated Brands or its Affiliates; provided, however, that Integrated Brands gives Dreyer's immediate written notice of any loss or claim and cooperates fully with Dreyer's in the handling of such claims.
Warranty and Indemnification. Employee warrants that Employee is not a party to any restrictive agreement limiting Employee's activities in his employment by Company. Employee further warrants that at the time of the signing of this Agreement, Employee knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with Company, and that Employee will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Employee's duties hereunder. Employee will hold Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.
Warranty and Indemnification. MEGABIOS shall defend, ------------- ---------------------------- indemnify and hold harmless LILLY against any direct loss or injury by reason of any third party action in which it is determined or alleged that LILLY's practice of the inventions claimed in the MEGABIOS Patent Rights, or the use of MEGABIOS Information, or Project Information generated or developed by MEGABIOS, in the Field misappropriates that third party's rights arising out of any contractual obligation on the part of MEGABIOS to such third party. If MEGABIOS is required to pay any such third party a royalty or make any payment of any kind for LILLY's right to use MEGABIOS Patent Rights, MEGABIOS Information, or Project Information in the Field, in a particular country, MEGABIOS shall be solely responsible for the payment of such royalty or other payment. In the event that LILLY is seeking indemnification under this Section 11.5, it shall inform MEGABIOS of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit MEGABIOS to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration to be paid by or on behalf of MEGABIOS), and shall cooperate as requested (at the expense of MEGABIOS) in the defense of the claim. LILLY may elect at any time to acquire the third party rights and offset payments due to the third party for such rights against royalties due to MEGABIOS pursuant to Sections 11.1 and 11.3, in lieu of the indemnification provided for in this Section 11.5. If, prior to or during the pendency of any action described in the first paragraph of this Section 11.5 LILLY reasonably believes the indemnification provided by MEGABIOS under this Section 11.5 is inadequate due to bankruptcy, insolvency or otherwise, LILLY may withhold payment to MEGABIOS of [ * ] of royalties owed to MEGABIOS in connection with Net Sales in the country(ies) where such third party claims misappropriated rights. Such royalties shall be paid to MEGABIOS upon conclusion of such action, or offset against any outstanding obligation of MEGABIOS to indemnify LILLY, at LILLY's election. [ * ] Certain information on this page has been omitted and filed separately with the Commission. Confidential Treatment has been requested with respect to the omitted portions. Article XII ----------- Indemnification ---------------
