Indemnity Warranties Remedies Sample Clauses

Indemnity Warranties Remedies. 5.1. Infringement Indemnity. Company will defend and indemnify Client against a claim that the Hosted Programs infringe a copyright or patent, provided that: (a) Client notifies Company in writing within 30 days of the claim;
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Indemnity Warranties Remedies. 5.1 Infringement Indemnity Oracle will defend and indemnify Customer against a claim that the Programs infringe a copyright or patent or other intellectual property right, provided that: (a) Customer notifies Oracle in writing within 30 days of the claim' (b) Oracle has sole control of the defense and all related settlement negotiations; and (c) customer provides Oracle with the assistance, information and authority necessary to perform Oracle's obligations under this Section. Oracle will reimburse Customer's reasonable out-of-pocket expenses incurred in providing such assistance. Oracle shall have no liability for any claim or infringement based on use of a superseded or altered release of Programs if the infringement would have been avoided by the use of a current unaltered release of the Programs which Oracle provides to Customer.
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Indemnity Warranties Remedies. 5.1. Infringement Indemnity. Curve will defend and indemnify Client against a claim that the Hosted Programs infringe a copyright or patent, provided that: (a) Client notifies Curve in writing within 30 days of the claim; (b) Curve has sole control of the defense and all related settlement negotiations; and (c) Client provides Curve with the assistance, information and authority necessary to perform Curve’s obligations under this Section. Reasonable out-of-pocket expenses incurred by Client in providing such assistance will be reimbursed by Curve. In the event the Hosted Programs are held or are believed by Curve to infringe, Curve shall have the option, at its expense, to (a) modify the Hosted Programs to be non-infringing; (b) obtain for Client a subscription to continue using the Hosted Programs; or (c) terminate the subscription for the infringing Hosted Programs. This Section 5.1 states Curve’s entire liability and Client’s exclusive remedy for infringement.
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Indemnity Warranties Remedies. 4.1 INFRINGEMENTS EACH Party (Supplier) will defend and indemnify the other party (the Recipient) against a claim that all marketing materials provided by the Supplier (Materials) and used by the Recipient under this Agreement infringe a copyright or trademark provided that: (a) the Recipient in writing notifies the Supplier within thirty (30) days of the claim; (b) The supplier has sole control over the defence and all related settlement negotiations; and (c) The Recipient provides the Supplier with the assistance, information and authority reasonably required to perform the above; reasonable out-of-pocket expenses incurred by the Recipient in providing such assistance will be reimbursed by the Provider. The Supplier shall have no responsibility for any allegation of infringement resulting from: (a) the recipient's use of a superseded or altered release of part or all of the Material if infringement would have been avoided by the use of a subsequent unchanged release of the Material provided to the recipient; or (b) any information, design, specification, instruction or material that has not been decorated by the Supplier. In the event that part or all of the Material is held or is deemed to be infringing by the Supplier, the Supplier shall be able, at its expense, (a) to modify the Material to be non-infringing; (b) to obtain a license for the Recipient to continue to use the Material; or (c) to require the return of the infringing Material and all rights thereto from the Recipient. THIS SECTION 4.1 SETS OUT THE PARTIES' ENTIRE LIABILITY AND EXCLUSIVE REMEDIES FOR INFRINGEMENT. 4.2
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Indemnity Warranties Remedies. 5.1 INDEMNITY Intellectual Property Indemnification eGain, at its own expense, shall (a) defend, or at its option, settle any suit brought against the Customer by a third party on the basis of infringement of any valid intellectual property rights by the Cloud Products or Work Product (excluding any suit deriving from any Customer provided item); and (b) pay any final judgment entered against the Customer on such issue or any settlement thereof, provided that: (i) the Customer notifies eGain promptly of each suit; (ii) eGain is given sole control of the defense and/or settlement; and the (iii) Customer fully co-operates and provides all reasonable assistance to eGain in the defense or settlement. If all or any part of the Cloud Products or Work Product becomes, or in the opinion of the eGain may become, the subject of a suit of infringement, the eGain at its own expense and sole discretion may: (i) procure for the Customer the right to continue to use the Cloud Products or Work Product or the affected part thereof; or (ii) replace the Cloud Products or Work Product or affected part with other suitable non-infringing service(s); or (iii) modify the Cloud Products or Work Product or affected part to make the same non-infringing; or if none of these options is commercially practical, the eGain may terminate the Agreement. eGain shall have no obligations under this clause 5.1 to the extent that a claim is based on: (i) the combination, operation or use of the Cloud Products or Work Product with other services or software not provided by eGain, if such infringement would have been avoided in the absence of such combination, operation or use; or (ii) use of the Cloud Products or Work Product in any manner inconsistent with this Agreement; or (iii) the negligence or wilful misconduct of the Customer. The Customer shall indemnify and hold eGain and its suppliers or agents harmless from and against any cost, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from (i) any claimed infringement or violation by the Customer of any Intellectual Property Rights with respect to the Customer’s use of the Cloud Products or Work Product outside the scope of this Agreement; (ii) any access to or use of the Cloud Products or Work Product by a third party, and
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Indemnity Warranties Remedies. Infringement Indemnity
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Indemnity Warranties Remedies 
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Related to Indemnity Warranties Remedies

  • Warranties and Remedies The Supplier warrants that for a period of 12 months after acceptance of the Goods: a) the Goods are of good quality and free from defects in design and workmanship, b) the Goods are manufactured with only new and unused materials; c) the Goods correspond exactly with the requirements of the Agreement and the reasonable expectations of Sioux regarding the characteristics, quality and reliability of the Goods. In the event of a breach of warranty the Supplier shall, during the warranty period, repair or replace, at Sioux’ discretion, the defective Goods free of charge. Sioux shall notify the Supplier of a warranty issue as soon as possible, and at least within 14 calendar days of discovery of the defect, in writing. Goods repaired or replaced within the warranty period, assume the remainder of the original warranty period, or are warranted for a 6 months period, whichever period is longer. Defects caused by unauthorized modifications, use or improper installation of the Goods by, or on behalf of Sioux shall not be considered a breach of warranty. The Supplier warrants that it performs Services using the duty of care as set out in article 3 and according to the description (including any completion criteria) stated in the PO. The remedy for breach of the warranty for Services shall be re-performance by the Supplier, without charge, of the defective part of the Services. The Supplier warrants it shall comply with all privacy and data protection laws and regulations applicable to its Services or Goods.

  • Representations and Warranties Remedies and Breach Section 3.01

  • Limited Warranties and Remedies (1) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during Customer’s use. Customer’s remedies for breach of this warranty are described in the SLA.

  • Indemnification; Remedies (a) The Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

  • WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES 6.1 Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. We warrant that during the Services Period we will perform the Services using commercially reasonable care and skill in all material respects as described in the Service Specifications. If the Services provided to You were not performed as warranted, You must promptly provide us with a written notice that describes the deficiency in the Services (including, as applicable, the service request number notifying us of the deficiency in the Services).

  • REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH Section 3.01 Seller Representations and Warranties Relating to the Mortgage Loans.

  • Representations Warranties Exclusive Remedies and Disclaimers 10. Mutual Indemnification

  • Warranties and Limitation of Liability 1. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE SUPPLIED HEREUNDER IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITH ALL FAULTS. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT AND AS OTHERWISE SPECIFICALLY SET FORTH IN ANY MANUFACTURER WARRANTY FOR ANY EQUIPMENT OR OTHER AUTHORIZED EQUIPMENT PROVIDED BY VERIZON (BUT ONLY IF SUCH WARRANTY IS INCLUDED WITH SUCH EQUIPMENT OR OTHER AUTHORIZED EQUIPMENT PROVIDED BY VERIZON), VERIZON (AND ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, AND AFFILIATES) (COLLECTIVELY THE "VERIZON PARTIES"), ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS, DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS FOR THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, NON-INTERFERENCE, TITLE, COMPATIBILITY OF COMPUTER SYSTEMS, COMPATIBILITY OF SOFTWARE PROGRAMS, INTEGRATION, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF TRADE, OR ARISING UNDER STATUTE. ALSO, THERE IS NO WARRANTY OF WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE. NO ADVICE OR INFORMATION GIVEN BY VERIZON OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY WITH RESPECT TO ADVICE PROVIDED.

  • Warranties and Limitations of Liability Certica represents that it has the right to grant this License. CERTICA MAKES NO WARRANTY WHATSOEVER, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, TITLE. CERTICA IS NOT RESPONSIBLE FOR THE VALIDITY, FAIRNESS OR QUALITY OF ASSESSMENTS THAT ARE ULTIMATELY PREPARED BY THE LICENSEE USING THE ITEM BANK. CERTICA WILL HAVE NO RESPONSIBILITY WITH RESPECT TO ANY USE OF THE ITEM BANK OR ANY ITEMS (A) TO THE EXTENT THAT ANY ITEMS HAVE BEEN MODIFIED WITHOUT PRIOR WRITTEN APPROVAL BY CERTICA OR (B) FOR ANY PURPOSE OTHER THAN FOR FORMATIVE STUDENT ASSESSMENTS OR (C) FOR FAILURE TO USE THE ITEMS OR FAIB IN ACCORDANCE WITH THE LICENSE OR THE LICENSEE’S AGREEMENT WITH DISTRIBUTOR. CERTICA IS NOT RESPONSIBLE FOR THE CONTENT, ACCURACY, COMPLETENESS OR ADEQUACY OF ANY STATE STANDARDS ACCESSIBLE THROUGH THE COVERED PLATFORM. CERTICA WILL HAVE NO LIABILITY UNDER THE LICENSEE’S AGREEMENT WITH DISTRIBUTOR. IN NO EVENT SHALL CERTICA BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHER INDIRECT DAMAGES. FURTHERMORE, NOTWITHSTANDING ANYTHING CONTAINED IN THE AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL CERTICA BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY DAMAGES IN EXCESS OF THE FEES PAID TO CERTICA BY OR ON BEHALF OF THE LICENSEE PURSUANT TO THE LICENSE OR THE LICENSEE’S AGREEMENT WITH DISTRIBUTOR DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM.

  • Exclusive Remedies Subject to Section 10.13, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity, or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims, and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this ARTICLE VIII. Nothing in this Section 8.08 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s fraud, criminal activity, or intentional misconduct.

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