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. Parent represents and warrants that (a) it owns all right, title and interest in and to the Licensed Marks; (b) it has the right to grant the licenses granted in this Agreement; (c) to Parent’s knowledge, there is no pending, existing or threatened opposition or other legal or governmental proceeding before any court or registration authority against or involving the Licensed Marks; (d) except as Parent has disclosed in the Seller Disclosure Schedule of the SPA, no claims have been made by Parent against any third party alleging that such third party is interfering with, infringing upon or misappropriating any of the Licensed Marks; (e) the grant of rights as set forth in Section 2.1 will not require any approval of any Governmental Entity or the consent of any third party in respect of the Licensed Marks; (f) to Parent’s knowledge, the Acquired Companies’ use of the Licensed Marks pursuant to the terms of this Agreement will not interfere with, infringe upon, dilute or misappropriate any intellectual property right of any third party; (g) as of the Closing Date, there are no settlements, judgments, orders or other agreements which restrict the rights of Parent, and which may restrict the rights of the Acquired Companies, to use the Licensed Marks as permitted under the terms of this Agreement; and (h) the Licensed Marks identified as registered marks include all registered marks used in the Business as of the Closing Date. Parent agrees to indemnify, hold harmless and defend each Acquired Company against any third party claim, demand, cause of action, debt, expense or liability (including reasonable attorney’s fees and costs), to the extent that it is based upon a claim that as a result of the material uncured breach of one of the foregoing warranties, an Acquired Company’s use of the registered Licensed Marks as permitted in this Agreement is an infringement or other violation of the rights of such third party. In the event an Acquired Company indemnified party has a claim for indemnity against Parent under the terms of the SPA, the parties shall follow the procedures set forth in Section 7.4(a) and 7.4(b) of the SPA and the indemnity shall be subject to the limits and other terms regarding indemnification set forth in the SPA as well as this Agreement.
