Warranties Indemnification Insurance Sample Clauses

Warranties Indemnification Insurance. 6.1 a) Inserm Transfert and the Co-Owners declare and warrant (i) the material existence of the Patent Rights as at the Effective Date, (ii) that they have the rights to grant licenses in respect of the Patent Rights. Inserm Transfert and the Co-Owners do not offer any other warranties of any kind, express or implied.
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Warranties Indemnification Insurance. 1. POLYMUN warrants that it (i) is the unrestricted owner of the BACKGROUND RIGHTS OF POLYMUN and the POLYMUN KNOW-HOW and (ii) that it can freely dispose of it and it has all rights necessary to use the BACKGROUND RIGHTS OF POLYMUN and the POLYMUN KNOW-HOW to manufacture the PRODUCT.
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Warranties Indemnification Insurance. ACT warrants to Horizon that on the date of delivery the Products sold to Horizon will conform to the Specifications and will be free from defects in materials and workmanship and will be packaged in accordance with the packaging described in the Specifications. Horizon agrees to indemnify and hold harmless ACT, its officials, agents, and employees from any damages (a) arising from or out of or in connection with any defect in the design of the Product, (b) arising from or out of any infringement of any proprietary or intellectual property rights of any third party concerning the product or ACT agrees to defend, indemnify and hold harmless Horizon, its officers, agents, and employees, from and against any and all claims, losses, damages, causes of action, suits and liability of every kind, including all expenses of litigation, court costs and reasonable attorney fees, for injury to or death of any person or damage to any property, arising from or out of or in connection with any Product that has defects in materials and workmanship or that does not conform to the Specifications or any Product that is not packaged in accordance with the packaging described in the Specifications. The indemnity set forth in this paragraph shall be available only to the extent such claims, losses, damages, causes of action, suits, and liabilities have been determined by a court of competent jurisdiction, subject to no further appeal, to have arisen out of or in connection with the acts and omissions of ACT set forth above in this paragraph. Both Horizon and ACT will continue to maintain the comprehensive general liability insurance that is presently outstanding for each, including coverage for Product completed during the term of this agreement. Each party will include the other as an additional insured under such insurance policy, with notice provided by the insurance carrier to the other party of any cancellation, non-renewal or coverage reduction. Either party may request a certificate of insurance at any time during the term of this agreement describing such insurance coverage and confirming that it has been named as an additional insured.
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Warranties Indemnification Insurance. Lender agrees to indemnify and hold harmless Company and its respective parent companies and employees from any and all third party claims, damages, costs, judgments, penalties and expenses of any kind (including reasonable outside legal fees and reasonable out of pocket and documented disbursements) which may be obtained against, imposed upon or suffered by Company as a result of the uncured material breach of this Agreement by Lender, provided that such third party claim has been reduced to a final adverse judgment in a court of competent jurisdiction or settled with Lender’s prior written consent, not to be unreasonably withheld. Company agrees to indemnify and hold harmless Lender and its respective parent companies and employees from any and all third party claims, damages, costs, judgments, penalties and expenses of any kind (including reasonable outside legal fees and reasonable out of pocket and documented disbursements) which may be obtained against, imposed upon or suffered by Lender as a result of the uncured material breach of this Agreement by Company, provided that such third party claim has been reduced to a final adverse judgment in a court of competent jurisdiction or settled with Company’s prior written consent, not to be unreasonably withheld. Company represents and warrants that it has general liability policy and currently in effect as it relates to the services and product performed hereunder; each of the foregoing general liability and must be in an amount not less than $1,000,000 in the aggregate with $1,000,000 per occurrence for personal injuries or damage to property and $1,000,000 per occurrence for advertising injury. Company will name TopFan, Inc. as additional insureds on the policies.
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Warranties Indemnification Insurance 
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Related to Warranties Indemnification Insurance

  • 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.

  • 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.

  • Standard of Liability Indemnifications Confidential material redacted and filed separately with the Commission.

  • Warranties; Indemnities Except for the warranties and indemnities contained in those Contracts and agreements set forth in the Company Disclosure Schedule and warranties implied by law, the Company has not given any warranties or indemnities relating to products or technology sold or services rendered by the Company.

  • REPRESENTATIONS; INDEMNIFICATION 2.1. The Trust represents to the Distributor that all registration statements with respect to Shares and shareholder reports with respect to the Trust or any Fund, if applicable, filed by the Trust with the SEC, have been prepared in conformity with the requirements of the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and rules and regulations of the SEC thereunder. The Trust/Fund further represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, and any shareholder report, when such report is filed, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement or shareholder report will be true and correct in all material respects when such registration statement becomes effective, or when such shareholder report is filed; and that no registration statement, when such registration statement becomes effective, and no shareholder report, when such shareholder report is filed, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; provided, however, that the foregoing representations and warranties shall not apply to any untrue statement of material fact or omission made in any registration statement or shareholder report in reliance upon and in conformity with any information furnished to the Trust by the Distributor or any affiliate thereof and used in preparation thereof. The Trust authorizes the Distributor and authorized Intermediaries to use any prospectus or statement of additional information in the form furnished from time-to-time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information.

  • Limitation of Liability; Indemnification (a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

  • Representations and Warranties Indemnification (a) The Director hereby represents and warrants to Company that his execution, delivery and performance of this Agreement and any other agreement to be delivered pursuant to this Agreement will not violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both, constitute) a default under, any agreement, arrangement or understanding with respect to Director’s employment or providing services to which Director is a party or by which Director is bound or subject.

  • Limits of Liability; Indemnification The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. The Adviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Investment Company Act of 1940) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Adviser shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, except for information supplied by the Adviser for inclusion therein. The Trust agrees to indemnify the Adviser to the full extent permitted by the Trust's Declaration of Trust.

  • Survival of Warranties and Indemnifications All warranties and indemnifications will survive the termination of this Agreement.

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