Guarantee Compensation Clause Samples

Guarantee Compensation. 11.1 The AP-HP declares and guarantees to ACER that it is fully empowered to grant it the rights subject of this Agreement. Subject to the foregoing, the AP-HP does not grant ACER any other warranty, of any kind, express or implied; however, the AP-HP warrants that it has complied with the requirements of the French Data Protection Act
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Guarantee Compensation. 11.1 The AP-HP declares and guarantees to ACER that it is fully empowered to grant it the rights subject of this Agreement. Subject to the foregoing, the AP-HP does not grant ACER any other warranty, of any kind, express or implied; however, the AP-HP warrants that it has complied with the requirements of the French Data Protection Act ("Informatique et Libertés" Act n° 78-17 dated January 6 1978) and the French Public Health Code concerning the BBEST clinical trial. 11.2 Nothing in this Agreement shall be construed as: • constituting a guarantee of present or future non-violation of patents of third parties or any other intellectual property right of third parties, • constituting a guarantee of the safety, performance or fitness for a particular purpose, of interventions of any type (for example: medication, medical devices), the subject of or involved in the Research. The possible hazards, risks and dangers as regards the performance of the present Agreement are the sole responsibility of ACER. 11.3 Under no circumstances, the AP-HP's responsibility shall be engaged by a third party for damages related to the use by ACER of the BBEST Information. ACER guarantees the AP-HP and the members of its staff against any recourse that might be brought against them by reason of damage to persons or property, suffered during possession and use of the BBEST Information and the marketing of the Product by ACER, with the exception of any case of gross negligence or wilful misconduct by the AP-HP related to the AP-HP’s obligations pertaining personal data and privacy protection according to the French Law. ACER renounces undertaking any action against the AP-HP in the event where these claims, requests, legal proceedings or actions would be made against ACER by third parties, with the exception of any case of gross negligence or wilful misconduct by the AP-HP related to the AP-HP obligations pertaining personal data and privacy protection according to the French Law. 11.4 ACER will ensure that it has the necessary insurance to sufficiently cover its liability in the performance of the present Agreement. 11.5 ACER warrants the AP-HP against any prosecution that would be implemented against the latter on the basis of a fault committed by ACER without AP-HP having participated actively in the realisation of the offence or the damage at the origin of the conviction. 11.6 ACER will be solely responsible for any claims, demands, legal proceedings and actions brought by third...
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Guarantee Compensation. A- In the event of breaching any of the guarantees mentioned in Section A and B of Clause 7, without prejudice to any other right or compensation available to the Purchaser, including the Purchaser's compensation rights under this agreement, at the Purchaser's request and at the supplier's expense, the supplier shall refund purchase price, correct or replace the damaged goods, or re-perform the affected services within 10 days after the Purchaser notifies the supplier of a breach of warranty. The supplier shall bear all associated costs, including re-performance costs, inspection costs for goods and / or services, transportation of goods from the Purchaser to the supplier, return shipping to the Purchaser and costs resulting from supply chain disruptions. If goods are corrected, replaced or services re- performed, the guarantees in Section 7A) shall continue being valid with regard to corrected or replaced goods for the other goods warranty period starting from the date on which the Purchaser accepts the corrected or replaced goods. If the supplier fails to repair or replace the product within the above required periods, the Purchaser may repair or replace the goods at the supplier's expense. B- If any goods provided by the supplier to the Purchaser are subject to a claim or allegation of infringement of a third party’s intellectual property rights, the supplier shall, at his choice and at his own expense, without prejudice to any other right or compensation of the Purchaser, including the Purchaser's compensation rights under this Agreement, promptly provide the Purchaser with a commercially reasonable alternative, including the Purchaser's purchase of the right to continue to use the goods in question, or the replacement of these goods with a non- infringing and Manufacturer replacement for the Purchaser, or modification of these goods without affecting the job to making it non-infringing.
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Related to Guarantee Compensation

  • Trustee Compensation The Trustees as such shall be entitled to reasonable compensation from the Trust. They may fix the amount of their compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, administrative, legal, accounting, investment banking, underwriting, brokerage, or investment dealer or other services and the payment for the same by the Trust.

  • Compensation Benefits In accordance with Section 142 of the State Finance Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law.

  • Separation Compensation In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the following:

  • Employee Compensation The wages, salaries and other compensation paid to employees who will be employed for the benefit of the Project, and to others who perform special services for the benefit of the Project, to the extent not otherwise paid through a Cash Management System, shall be paid by Owner from a Project Account pursuant to this Section 9.2. (a) All wages, salaries and other compensation paid to employees of the Project, including, but not be limited to, unemployment insurance, social security, worker's compensation, employee benefit packages and other charges imposed by a governmental authority or provided for in a union agreement, shall (a) as to employees of Manager or any Subcontractor, be reimbursed by Owner to Manager (or directly to the applicable Subcontractor, if requested by Manager) without profit or mark-up, and (b) as to employees of Owner, be paid directly by Owner. ▇▇nager shall coordinate all disbursements and deposits for all compensation and other amounts payable with respect to persons employed in connection with the operation of the Project from an appropriate Project Account. Manager shall maintain complete payroll records for all employees. (b) In addition to the employment of employees set forth on Schedule 3, Manager may, in its discretion, from time to time employ personnel of its general operations to perform direct special services for the benefit of the Project; provided, however, that Manager shall obtain the prior approval of Owner for the employment of such special personnel, except in emergency situations or when timing requirements do not allow for such prior approval. Owner shall reimburse Manager for such direct services rendered by special personnel in an amount commensurate with normal and customary charges for such services by similarly qualified persons. Persons whose compensation may not be charged to Owner for services rendered to the Project includes the general asset management personnel of Manager who are not on-site of the Project.

  • Severance Compensation In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.