Warranty and Indemnity. 9.1. The Contractor warrants to the Department that the obligations of the Contractor under this Contract will be performed by appropriately qualified and trained personnel with reasonable skill, care and diligence and to such high standards of quality as it is reasonable for the Department to expect in all the circumstances. The Department will be relying upon the Contractor's skill, expertise and experience in the performance of the Project and also upon the accuracy of all representations or statements made and the advice given by the Contractor in connection with the performance of the Project and the accuracy of any documents conceived, originated, made or developed by the Contractor as part of this Contract. The Contractor warrants that any goods supplied by the Contractor forming part of the Services will be of satisfactory quality and fit for their purpose and will be free from defects in design, material and workmanship.
9.2. Without prejudice to any other remedy, if any part of the Project is not performed in accordance with this Contract then the Department shall be entitled, where appropriate to:
9.2.1. require the Contractor promptly to re-perform or replace the relevant part of the Project without additional charge to the Department; or
9.2.2. assess the cost of remedying the failure (“the assessed cost”) and to deduct from any sums due to the Contractor the Assessed Cost for the period that such failure continues.
9.3. The Contractor shall be liable for and shall indemnify the Department in full against any expense, liability, loss, claim or proceedings arising under statute or at common law in respect of personal injury to or death of any person whomsoever or loss of or damage to property whether belonging to the Department or otherwise arising out of or in the course of or caused by the performance of the Project.
9.4. Without prejudice to any other exclusion or limitation of liability in this Contract, the liability of the Contractor for any claim or claims under this Contract shall be limited to such sums as it would be just and equitable for the Contractor to pay having regard to the extent of his responsibility for the loss or damage giving rise to such claim or claims etc.
9.5. All property of the Contractor whilst on the Department's premises shall be there at the risk of the Contractor and the Department shall accept no liability for any loss or damage howsoever occurring to it.
9.6. The Contractor shall ensure that it has adequate ...
Warranty and Indemnity a) Sponsor warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all content provided to Excite or made available to third parties in connection with this Agreement.
b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A.
c) Excite will indemnify, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from the breach of any warranty, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.
d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from:
i) The breach of any warranty, representation or covenant in this Agreement; or
ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.
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Warranty and Indemnity. 9.1 The Contractor warrants to the Department that the obligations of the
9.2 Without prejudice to any other remedy, if any part of the Services is not performed in accordance with this Contract then the Department shall be entitled, where appropriate to:
9.2.1 require the Contractor promptly to re-perform or replace the relevant part of the Services without additional charge to the Department; or
9.2.2 assess the cost of remedying the failure (“the assessed cost”) and to deduct from any sums due to the Contractor the Assessed Cost for the period that such failure continues.
9.3 The Contractor shall be liable for and shall indemnify the Department in full against any expense, liability, loss, claim or proceedings arising under statute or at common law in respect of personal injury to or death of any person whomsoever or loss of or damage to property whether belonging to the Department or otherwise arising out of or in the course of or caused by the provision of the Services.
9.4 The Contractor shall be liable for and shall indemnify the Department against any expense, liability, loss, claim or proceedings arising as a result of or in connection with any breach of the terms of this Contract or otherwise through the default of the Contractor.
9.5 All property of the Contractor whilst on the Department's premises shall be there at the risk of the Contractor and the Department shall accept no liability for any loss or damage howsoever occurring to it.
9.6 The Contractor shall ensure that it has adequate insurance cover with an insurer of good repute to cover claims under this Contract or any other claims or demands which may be brought or made against it by any person suffering any injury damage or loss in connection with this Contract. The Contractor shall upon request produce to the Department, its policy or policies of insurance, together with the receipt for the payment of the last premium in respect of each policy or produce documentary evidence that the policy or policies are properly maintained.
Warranty and Indemnity. 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose.
5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party and its Group at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party and/or its Group) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient.
Warranty and Indemnity. 8.1. Elan represents and warrants that Elan is the sole and exclusive owner or licensee of, or controls all right, title and interest in the Elan Intellectual Property; Elan has the right to grant the rights and licences granted herein, and the Elan Intellectual Property as it pertains to the Product and the Product is free and clear of any lien, encumbrances, security interest) or restriction on license; Elan will not grant during the term of this Agreement, any right, licence or interest in and to the Elan Intellectual Property or the Product, or any portion thereof, inconsistent with the licence granted to Acorda herein; and there are no pending or, to the knowledge of Elan, threatened, actions, suits, investigations, claims or proceedings in any way related to the Elan Intellectual Property or the Product. Insofar as such patent rights and know-how constitute Elan Patent Rights or Elan Know-How for the purposes of this Agreement, Elan represents and warrants that it is entitled to grant a licence to such patent rights and know-how as are developed by or on behalf of Elan pursuant to the Axogen Agreement, including any patent rights and non-patented know-how or other information which may be conceived, reduced to practice or otherwise developed by or on behalf of Elan pursuant to the Axogen Agreement. Elan agrees to hold Acorda harmless from any and all costs, expenses and damages (including reasonable attorneys’ fees) incurred or sustained by Acorda as the result of any Third Party’s challenges to Elan’s right to enter into this Agreement and to grant the rights and licences herein granted to Acorda and the Elan Intellectual Property.
8.2. Elan represents and warrants that the execution of this Agreement and the full performance and enjoyment of the rights of Acorda under this Agreement will not breach or in any way be inconsistent with the terms and conditions of any licence, contract, understanding or agreement, whether express, implied, written or oral between Elan and any Third Party.
8.3. Acorda represents and warrants that it has not granted any option, licence, right or interest in or to the Compound or to the Acorda Patent Rights to any Third Party which would conflict with the terms of this Agreement. Acorda agrees to hold Elan harmless from any and all costs, expenses and damages (including reasonable attorneys’ fees) incurred or sustained by Elan as the result of any Third Party’s challenges to Acorda’s right to enter into this Agreement.
8....
Warranty and Indemnity. 11.1. Each party represents and warrants that neither the execution or performance by such party of this Agreement, nor the consummation of any transactions herein does or will violate any law, order, regulation or ruling applicable to such party or its efforts hereunder. In addition, Wink represents and warrants that (a) as of the Effective Date, no action or proceeding alleging intellectual property infringement by the Wink Engine has been threatened or is proceeding against Wink (nor, insofar as Wink is aware, against any entity from which Wink has obtained any rights related to the Wink Engine), (b) it has the right to license the Intellectual Property Rights in and to the Wink Engine to CE Manufacturer and (c) the Licensed Engine Product does not infringe upon or violate any third party copyright, trade secret, trademark or any U.S. patent right where such patent has been granted prior to the Effective Date. CE Manufacturer's exclusive remedy, and Wink's sole liability, for a breach by Wink of the warranties of subsections (a), (b) and (c) above shall be Wink's indemnity set forth in this Section 11.
11.2. Wink agrees to defend, or at its option to settle, any claim, suit, action or proceeding brought against CE Manufacturer by a third party as a result of Wink's breach of its warranties under 12.l(b) and (c) above (an "Action"), and to pay any settlement or final judgment entered thereon against CE Manufacturer, subject to the limitations set forth hereafter. Wink shall be relieved of its obligations hereunder unless CE Manufacturer gives Wink (i) prompt written notice upon becoming aware of the existence of an Action, (ii) sole control over the defense or settlement of the Action and (iii) reasonable assistance in the defense or settlement thereof. If it is, or in the opinion of Wink may be, determined by competent authority that the Licensed Engine Product or any part thereof, or the sale, distribution or use thereof as permitted hereunder infringes any third party intellectual property rights warranted in section 11.1(c) or is enjoined, then Wink at its sole option and expense may (a) procure for CE Manufacturer the right under such third party intellectual property rights listed in section 11.1(c) to use, reproduce and distribute the Licensed Engine Product or such part thereof or such trademark; (b) replace the Licensed Engine Product or such part thereof or such trademark with other suitable software or trademark without material degradation in...
Warranty and Indemnity. 8.01 The NFB warrants that any materials supplied to the director by the NFB for incorporation in the Production:
(a) do not infringe the copyright of another;
(b) do not defame any person;
(c) do not invade the privacy of any person,
8.02 The director warrants that, to the best of his knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production:
(a) do not infringe the copyright of another;
(b) do not defame any person;
(c) do not invade the privacy of any person.
8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production.
8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing.
8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract.
8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party.
8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses.
8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/fi...
Warranty and Indemnity. Subcontractor warrants all materials and workmanship for a period of five years and defects will be repaired or replaced at no cost to Contractor. Specify otherwise if this is not the case.
Warranty and Indemnity. 14.1 Nothing in this Contract shall render the Client liable to indemnify the Consultant in respect of any loss liability or damage of any kind incurred by the Consultant save where such loss liability or damage is due to the negligent act or omission of the Client.
14.2 The Consultant hereby indemnifies and will keep indemnified the Client against all claims, actions and demands whatsoever and howsoever arising which may at any time be made in respect of the injury to or death of any persons or loss or destruction of or damage to any property and any other claims or liabilities arising from or in connection with the performance of the Service or any defect in the Service or any breach by the Consultant of any of the terms of this Contract which arises out of the acts defaults or omissions of the Consultant, their sub-contractors, staff, agents or employees be these wilful, negligent or otherwise and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever suffered or incurred in respect thereof or in relation thereto
14.3 The Consultant warrants that:
a) all information representations and other matters of fact communicated to the Client by the Consultant are true to the best of its knowledge and complete and accurate in all respects;
b) it is entitled to use and disseminate all or any of the information used by the Consultant in carrying out the Service and agrees to indemnify the Client in respect of all costs claims actions demands and proceedings made against it by third parties as a result of a breach by the Consultant of this warranty or any copyright or on account of infringement of any other protected right contained therein;
c) it has the full capacity and authority and all necessary registrations, approvals and consents to enter into and perform this Contract and that this Contract is executed by a duly appointed and authorised representative of the Consultant;
d) all obligations of the Consultant pursuant to this Contract shall be performed and rendered by appropriately experienced, qualified and trained staff with all due skill, care and diligence; and
e) the Consultant is not in default in the payment of any due and payable taxes or in the filing, registration or recording of any document or under any legal or statutory obligation or requirement which default might have a material adverse effect on its business, assets or financial condition or its ability to observe or perform its obligations under this Contr...
Warranty and Indemnity. 4.1 LGC warrants that all items in the Goods and/or Services are correctly identified and in good order, and have not to the best of its knowledge been tampered with, altered, added to or substituted in any way whatsoever prior to delivery to the Customer. Any statements (whether written or oral) as to the Goods supplied or Services carried out and all/any opinions in any reports or other communications provided by LGC to the Customer are made in good faith and on the basis of the Customer Materials.
4.2 Except where expressly accepted in these standard terms and conditions, all warranties, conditions, representations, rights, obligations, liabilities and other terms whether express or implied by statute or common law in connection with the Goods and/or Services (including without limitation any relating to performance, care and skill or compliance with representations) are, to the fullest extent permitted by law, excluded from the Agreement.
4.3 Save to the extent LGC is liable for negligence in its provision of the Goods and/or Services (subject to the other terms of this clause 4), LGC shall have no Liability for the use made by the Customer of the Goods and/or Services, for advice supplied by LGC to the Customer, and/or for any decisions taken by the Customer or costs incurred by the Customer in consequence of such use.
4.4 Nothing in these Conditions excludes or limits the liability of LGC for death or personal injury caused by LGC's negligence, fraud or fraudulent misrepresentation, or to the extent prohibited by law.
4.5 Subject to clause 4.4:
a) LGC’s total aggregate Liability shall be limited to whichever is the lower of: (i) the value of Goods and/or Services; or (ii) £500,000; and the Customer shall have a duty to mitigate any loss suffered by it; and
b) LGC shall have no Liability for loss of profit, loss of business or revenue, loss of anticipated savings, depletion of goodwill, any third party claims, or any indirect or consequential loss or damage, which arise out of or in connection with any Agreement.
4.6 The Customer’s sole remedy in respect of any Liability of LGC or its Personnel shall be in damages.
4.7 Save insofar as LGC can be shown to have been negligent in providing the Goods and/or Services, the Customer shall: (a) fully indemnify LGC and LGC’s Personnel against any loss, damage or injury (including injury resulting in death) to property or person sustained by (i) LGC and/or its Personnel, (ii) the Customer and/or its Personnel, ...
