PASS-THROUGH WARRANTIES AND INDEMNITIES Sample Clauses

PASS-THROUGH WARRANTIES AND INDEMNITIES. Each Party, to the extent permissible, will pass through to the other Party any rights it obtains under warranties and indemnities given by its Third Party licensors, subcontractors or suppliers in connection with any services, telecommunications networks, software, equipment or other assets provided by such Party pursuant to this Agreement. In the event of a Third Party Software or equipment nonconformance, or nonperformance or inadequate performance by any Third Party vendor, Sabre will coordinate with, and be the point of contact for resolution of the problem through, the applicable vendor. Upon becoming aware of a problem, Sabre will notify such vendor and will use commercially reasonable efforts to cause such vendor to promptly repair or replace the nonconforming item or remedy the nonperformance or inadequate performance in accordance with such vendor's obligations. If any warranties or indemnities may not be passed through, the Party providing such services, software, equipment or other assets agrees that it will, upon request of the other Party, take commercially reasonable action to enforce any applicable warranty or indemnity which is enforceable by such Party in its own name. Neither Party, however, is obligated to resort to litigation or other formal dispute resolution procedures to enforce any such warranty or indemnity unless the other Party agrees to reimburse such Party for all costs and expenses incurred in connection therewith, including reasonable attorneys' fees and expenses.
Sample 1Sample 2
AutoNDA by SimpleDocs
PASS-THROUGH WARRANTIES AND INDEMNITIES. With respect to any Hardware purchased by TCS on Nielsen’s behalf, at Nielsen’s sole option:
Sample 1Sample 2
PASS-THROUGH WARRANTIES AND INDEMNITIES. EDS agrees that it will, without limitation of any of SK's other rights or remedies under this Agreement, pass through to SK any rights it obtains under warranties and indemnities given by its third party subcontractors or suppliers in connection with any services, software, equipment or other products provided by EDS pursuant to this Agreement to the extent permitted by the applicable subcontractors or suppliers. If pass-through warranties and indemnities reasonably acceptable to SK are not available from a particular subcontractor or supplier, EDS will discuss the matter with SK prior to engaging the particular subcontractor or supplier, and the Parties will mutually determine to either accept the terms available from such subcontractor or supplier, in which case EDS will enforce the applicable warranty or indemnity on behalf of SK as provided below, or deal with another vendor of comparable services, software, equipment or other products that will provide warranties and indemnities reasonably acceptable to SK. In the event of a third party software or equipment nonconformance, EDS will coordinate with, and be the point of contact for resolution of the problem through, the applicable vendor and, upon becoming aware of a problem, will notify such vendor and will use commercially reasonable efforts to cause such vendor to promptly repair or replace the nonconforming item in accordance with such vendor's warranty. If any warranties or indemnities may not be passed through, EDS agrees that it will, upon the request of SK, take reasonable action to enforce any applicable warranty or indemnity, which is enforceable by EDS in its own name. However, EDS will have no obligation to resort to litigation or other formal dispute resolution procedures to enforce any such warranty or indemnity unless EDS chooses to do so and SK agrees to reimburse EDS for all reasonable costs and expenses incurred in connection with any litigation or formal dispute resolution, including reasonable attorneys' fees and expenses. Notwithstanding anything in this Section to the contrary, EDS shall have the obligations, responsibilities and liabilities regarding subcontractors as set forth in Section 2.3.
Sample 1
PASS-THROUGH WARRANTIES AND INDEMNITIES. The Contractor agrees that it will pass through to the Requestor any rights it obtains under warranties and indemnities given by its third-party subcontractors or suppliers in connection with any services, software, equipment or other products provided by the Contractor pursuant to this Agreement to the extent permitted by the applicable subcontractors or suppliers.
Sample 1
PASS-THROUGH WARRANTIES AND INDEMNITIES. To the extent permissible, each Party will pass through to the other any rights it obtains under warranties and indemnities given by its third party licensors, subcontractors or suppliers in connection with any services, software, Equipment or other assets provided by such Party pursuant to this Agreement. In the event of a third party software or Equipment nonconformance, or nonperformance or inadequate performance by any third party vendor, the Party who has the relationship with the Third Party vendor will coordinate with, and be the point of contact for resolution of the problem through, the applicable vendor. Upon becoming aware of a problem, such Party will notify such vendor and will use commercially reasonable efforts to cause such vendor to promptly repair or replace the nonconforming item or remedy the nonperformance or inadequate performance in accordance with such vendor's obligations. If any warranties or indemnities may not be passed through, each Party will, upon the other's request, take commercially reasonable action to enforce any applicable warranty or indemnity which is enforceable by such Party in its own name. Neither Party, however, shall be obligated to resort to litigation or other formal dispute resolution procedures to enforce any such warranty or indemnity and the Party requesting such enforcement will reimburse the other Party for all costs and expenses incurred in connection therewith, including reasonable attorneys' fees and expenses. DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, OR ANY WORK ORDER, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NONINFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF ANY HOSTED SOFTWARE AS DEFINED IN SECTION 2(C) OF THE AGREEMENT, LICENSED SOFTWARE, SERVICE, EQUIPMENT, DELIVERABLES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT OR ANY WORK ORDER. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE HOSTED SOFTWARE, LICENSED SOFTWARE, SERVICE, EQUIPMENT, DELIVERABLES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT OR ANY WORK ORDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF SABRE OR TAM AS THE CASE MAY BE WHATSOEVER. THE PARTIES ACKNOWLEDGE THAT THEY HAVE NOT RELIED UPON...
Sample 1
PASS-THROUGH WARRANTIES AND INDEMNITIES. In connection with the Services performed under any SOW or this Agreement, Subcontractor hereby assigns and passes through to ALERE, and Tufts any representations, warranties, indemnities or other rights or protections (collectively, "Warranties") which from time to time may inure to Subcontractor from owners, vendors or licensors of any Pre-Existing Intellectual Property, from owners, vendors or lessors of equipment or from Contractors, to the full extent of such Warranties. All such Warranties that relate to any products or services that comprise part of any Services or Deliverables shall be reasonably acceptable to ALERE. To the extent that any such Warranties cannot be assigned or passed through as provided, Subcontractor shall take all commercially reasonable steps to enforce such rights and seek appropriate remedies in Subcontractor's own name for the benefit of the other parties. ALERE represents, warrants and covenants to Subcontractor as follows:
Sample 1
PASS-THROUGH WARRANTIES AND INDEMNITIES. With respect to any Equipment or Software purchased by IBM on SCA's behalf: (i) IBM shall pass through to SCA, to the extent permitted by the manufacturer, all available warranties and indemnities and provide all available, including extended, applicable original equipment manufacturer and additional warranties for such equipment; (ii) during the Term IBM is responsible for the maintenance of all information required to make claims on such warranties; and (iii) during the Term IBM shall promptly file all warranty claims.
Sample 1
AutoNDA by SimpleDocs

Related to PASS-THROUGH WARRANTIES AND INDEMNITIES

  • WARRANTIES AND INDEMNITIES It is agreed that:

  • Representations Warranties and Indemnities You represent and warrant to Prime Publishing and its Affiliates that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Paragraphs 3 and 5 above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to Prime Publishing by you, and Prime Publishing's and its Affiliates' exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by Prime Publishing and its Affiliates as permitted hereunder, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, and (f) all factual statements submitted by you are accurate and not misleading. You agree to indemnify, defend, and hold Prime Publishing and its Affiliates harmless from all claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from your breach of any representation or warranty set forth in this paragraph. 8)

  • Survival of Representations, Warranties and Indemnities The respective agreements, representations, warranties, and indemnities contained in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of you, any Underwriter or the Company, or any of your or their respective officers or directors or controlling persons, and will survive delivery of and payment for the Securities and the Unit Purchase Option.

  • Representations Warranties and Indemnification You represent and warrant that: (i) You own or control all rights necessary to make the grant of rights, licenses, and permissions listed in Section 2, and that the exercise of such rights, licenses, and permissions shall not violate or infringe the rights of any third party, and (ii) any use of the Custom Codes shall be in accordance with the terms of this Exhibit C and shall not infringe any third party rights or violate any applicable laws, directives, rules, and regulations of any governmental authority in the Territory or anywhere else in the world. You agree to indemnify and hold Apple, its subsidiaries and affiliates (and their respective directors, officers, and employees) harmless from all losses, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions, or other proceedings arising from a breach of the representations and warranties set for h in this Section, or a breach of any other term of the Agreement and this Schedule 1.

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Preferred Stock. The indemnification obligations of the Company as set forth in the indemnification rider identified as Exhibit B ("Indemnification Rider") to the February 4, 1998 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

  • Representations, Warranties and Agreements Section 6.01.

  • Representations, Warranties and Agreements of the Trust The Trust represents, warrants and agrees that:

Time is Money Join Law Insider Premium to draft better contracts faster.