Warranties Indemnification and Insurance. (a) Each Manufacturer warrants to the corresponding Distributor that:
Warranties Indemnification and Insurance. Authorization. Each party and the undersigned represent and warrant to the other party that (a) it has the authority and has obtained any consents to enter into and perform its obligations in accordance with this AGREEMENT and (b) the undersigned is authorized to execute and deliver the AGREEMENT on behalf of such party.
Warranties Indemnification and Insurance. 8.1 LICENSOR represents and warrants that, except as specifically set forth herein, GLOBAL is the owner of all rights with respect to the LICENSED PATENTS and related technologies, whether patent pending or not, and has non-exclusively licensed LICENSOR, who, in turn, has the right under the license with GLOBAL to sublicense others non-exclusively under the LICENSED PATENTS. Consequently, LICENSOR warrants that LICENSOR has the right, power and authority to enter into and carry out the terms and provisions of this AGREEMENT. LICENSOR shall indemnify, defend and hold LICENSEE and its members, officers, directors, employees, representatives, and agents, as well as its successors and assigns, harmless against any and all loss, damage, liability and expenses (including reasonable attorneys’ fees) which are attributable, directly or indirectly, in whole or in part, to LICENSOR’s breach of the foregoing warranty. LICENSOR shall have the right in connection with the aforesaid indemnification and defense to control and conduct the defense and control and conduct the settlement of any such matter. LICENSEE shall give LICENSOR prompt notice of any claim which is the subject matter of this indemnification and defense provision, and LICENSEE shall have the right to participate in the defense thereof with counsel of LICENSEE’s choice, at LICENSEE’s expense.
Warranties Indemnification and Insurance. SECTION 6.01 DNP EXPRESSLY WAIVES AND SRI DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY OR OF FITNESS. WITHOUT LIMITING THE FOREGOING, SRI MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE LEGAL CLASSIFICATION OF THE PRODUCTS AND DNP AGREES TO CONDUCTS ITS OWN INVESTIGATION AND ANALYSIS WITH RESPECT TO THE PROPER LEGAL CLASSIFICATION OF THE PRODUCTS.
Warranties Indemnification and Insurance. 1. University hereby represents, warrants and covenants to Sponsor as follows:
Warranties Indemnification and Insurance. 9.1 BIOSIGNAL agrees to indemnify and hold harmless VANDERBILT from any claims, costs, damages or losses that may arise from or through [* * *] or in connection with any claims, suits, actions, demands or judgments arising out of any theory of law (including, but not limited to, actions in the form of tort, warranty, or strict liability) concerning [* * *]. Such indemnity obligation shall include [* * *]. [* * *] Indicates information omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 8 of 16 VANDERBILT UNIVERSITY OPTICAL ASSAY AGREEMENT [* * *]
Warranties Indemnification and Insurance. 13.1 Licensor represents that:
Warranties Indemnification and Insurance. SUPPLIER specifically warrants to DISTRIBUTOR that the Products are free from material defects in workmanship and materials and are in material compliance with the specifications for them and that the Products will have a minimum of [***] month self-life when delivered to DISTRIBUTOR. SUPPLIER further agrees to comply with the provisions of the Continuing Guaranty attached hereto as Exhibit 1, the terms and conditions of which are made part hereof to the extent consistent with the terms set out in the body of this Agreement.
Warranties Indemnification and Insurance. 10.1 The Supplier warrants and represents that the Products will comply with their specifications and shall be free from defect and reasonably fit for the purpose for which they are intended. The Supplier further warrants and represents that the Products shall be covered by any warranty provided by the Supplier to customers generally from time to time. The foregoing warranties and representations may be passed through to Distributor’s customers and end users of the Products, and Supplier shall honour such warranties and representations to such customers and end users. Furthermore, the Supplier warrants and represents that (i) the Products comply with applicable labeling, branding, packaging, or weights and measures laws and regulations in the Territory in effect as of the date of manufacture; (ii) the Products comply with applicable health, safety, environmental, consumer protections laws and regulations in the Territory either in effect as of the date of manufacture or thereafter enacted, and legally applicable to the Products; (iii) the Supplier complies with applicable laws and regulations in the Territory regarding slavery and human trafficking in any country or countries where Supplier manufactures, distributes, sells or purchases its products (e.g., The California Transparency in Supply Chains Act of 2010); and (iv) that the Products do not infringe the patent, trademark, copyright, trade secret or other intellectual property or proprietary right of any third party.
Warranties Indemnification and Insurance
