Warranty; Indemnification. Consultant warrants that he or she has good and marketable title to all Work Product. Consultant further warrants that the Work Product shall be free and clear of all liens, claims, encumbrances or demands of third parties, including any claims by any such third parties with respect to such third parties’ intellectual property rights in the Work Product. Consultant warrants that Consultant has not been debarred under any applicable law, rule or regulation including, without limitation, Section 306 (a) or 306 (b) of the Federal Food, Drug and Cosmetic Act (codified at 21 U.S.C. 335(a) and 335(b)). Consultant covenants that should Consultant be convicted in the future of any act for which a person can be debarred as described in any applicable law, rule or regulation including, without limitation, Section 306 (a) or 306 (b) of the Federal Food, Drug and Cosmetic Act, Consultant shall immediately notify Company of such conviction in writing. Consultant shall indemnify, defend and hold harmless Company and its officers, agents, directors, employees, and customers from and against any claim, liability, loss, judgment or expense (including reasonable attorneys’ and expert witnesses’ fees and costs) resulting from or arising out of any such claims by any third parties which are based upon or are the result of any breach of such warranties. Should Company permit Consultant to use any of Company’s equipment, tools or facilities (the “Company Equipment”) in the performance of the services during the term of this Agreement, such permission will be gratuitous and Consultant shall indemnify, defend and hold harmless Company and its officers, directors, agents and employees from and against any claim, loss, expense or judgment of injury to person or property (including death) arising out of Consultant’s willful misconduct or negligent use of any such Company Equipment.
Warranty; Indemnification. 3.1 If the software has any defects, CADFEM must at its option either correct the defect in the software or deliver software free from defects within a reasonable period from notification of the defect by the Customer. In the event such remedy fails, the Customer shall be entitled to legal claims, unless otherwise regulated below. If CADFEM itself is not in possession of the source code, it can only correct defects as far as it has been supplied by the software producer with an error-correction update. If a damage caused by defects in the software occurs, the limitations of liability according to Items 4.1 to 4.6 of this Agreement shall apply.
Warranty; Indemnification. Vendor warrants and represents that any software will operate as described in documentation furnished by Vendor and consistent with industry standards. Vendor further guarantees that if the items furnished hereunder are to be installed by the Vendor, that such items will function properly when installed. Vendor warrants and represents that all services will be provided in a professional and workmanlike manner consistent with or exceeding industry standards. Vendor warrants and represents that it owns or controls all intellectual property rights necessary to the performance of this Agreement. Vendor agrees to defend, indemnify and hold University harmless for all claims arising from any actual or alleged unauthorized use of a trademark, patent, copyright, process, idea, method, device or software covered by this Agreement. Vendor shall defend, indemnify, and hold harmless University, its agents, officers, board members, and employees from and against any and all claims, damages, losses, and expenses, including reasonable attorney's fees, for any claims arising out of or in any way relating to the performance of Vendor’s obligations under this contract, including but not limited to any claims pertaining to or arising from Vendor’s negligence, intentional acts or omissions.
Warranty; Indemnification. 3.1 If the software has any defects, EDRMedeso must at its option either correct the defect in the software or deliver software free from defects within a reasonable period from notification of the defect by the Customer. In the event such remedy fails, the Customer shall be entitled to legal claims, unless otherwise regulated below. If EDRMedeso itself is not in possession of the source code, it can only correct defects as far as it has been supplied by the software producer with an error-correction update. If a damage caused by defects in the software occurs, the limitations of liability according to Items 4.1 to 4.6 of this Agreement shall apply.
Warranty; Indemnification. The parties to this Agreement do hereby warrant and covenant for themselves that their undertaking hereunder does not infringe or interfere with any intellectual property or other contract rights of third parties, and each shall indemnify, save, and hold the other party harmless, including cost of defense, from any suit, demand, judgement, claim, liability, or proceeding founded on such third party's claim or settlement.
Warranty; Indemnification. Licensor represents and warrants that it owns or controls the Library and has the right to grant all licenses for the use of the Musical Works as set forth herein. Licensor will indemnify and hold Licensee harmless from any and all claims, liabilities, losses, damages and expenses including reasonable, outside attorneys’ fees and costs, arising from any breach by Licensor of its warranty hereunder, with the liability for any breach limited to the amount of consideration received by Licensor as the Monthly Licensee Fee hereunder.
Warranty; Indemnification. G.1. Publisher agrees that it, as between the Parties, shall be solely and exclusively responsible for the Publisher Content, and that VRTCAL has no responsibility, other than with respect to Technology, under the terms of this Agreement, to review or approve the Content. Publisher warrants that, except for content created by a user of Publisher or other third party, Publisher Content shall not and does not: (a) infringe a third party’s Intellectual Property Rights, especially copyrights or trademarks, (b) contain pornographic, violent or seditious information, (c) promote illegal drugs, and (d) intentionally contain viruses or similar programs that might harm data or computer systems.
Warranty; Indemnification. Seller shall indemnify, defend and hold harmless the Acquired Companies for Warranty Costs incurred by the Acquired Companies as a result of Warranty Claims that relate to houses sold by any of the Acquired Companies (and any former, direct or indirect, Subsidiaries of the Acquired Companies) on or prior to the Closing Date (the "Warranty Homes") as described in this Article IX. A house shall be considered to be sold upon the occurrence of a closing in which title is transferred to the home buyer. The parties acknowledge and agree that any claims for indemnification or otherwise involving or relating to Warranty Claims shall be governed exclusively by the provisions of this Article IX. Accordingly, no claim for indemnification involving or relating to Warranty Claims shall, to the extent of such involvement or relationship, be made by Buyer under this Agreement (including any claims under Section 7.2(a)(i)) except for a claim made under and in accordance with the procedures contained in this Article IX. The foregoing limitation shall apply notwithstanding that a representation or warranty made by Seller in Articles III or IV hereof could be construed as including a matter covered by a Warranty Claim. 57
Warranty; Indemnification. (a) For a period of five years following the Closing Date, the Sellers (other than the Xxxxxxxx Children Sellers) shall jointly and severally, and the Xxxxxxxx Children Sellers shall severally, indemnify, defend and hold harmless Standard Pacific, Buyer and their Affiliates (including the Acquired Companies) from any Liability incurred by such Persons as a result of any Warranty Claims that relate to real property developed or homes that close escrow on or before the Closing Date, to the extent that such Liabilities exceed the sum of (i) the warranty reserve for the Acquired Companies on the Balance Sheet Date Financial Statements (prepared in conformity with GAAP, and consistent with the practices and policies of the Company in preparing the 2001 Balance Sheet), and (ii) $550,000 (the "Warranty Threshold"), subject to the Maximum Warranty Amount. The indemnity described in the immediately preceding sentence shall include, without limitation, all costs and out-of-pocket expenses (including legal and expert fees) and a reasonable allocation of labor costs for persons performing or directly overseeing the work Buyer deems reasonably necessary to address such Warranty Claims. The Sellers acknowledge that the Maximum Warranty Amount is in addition to all insurance proceeds, meaning that the Sellers shall be obligated to pay, up to the Maximum Warranty Amount, all Warranty Claims that are not paid by insurance and that exceed the Warranty Threshold. The obligation of the Sellers under this Section 6.11 shall terminate on the fifth anniversary of the Closing Date, except to the extent that Buyer notifies the Sellers' Representative in writing of a claim pursuant to this Section 6.11 on or before such date specifying the factual basis of such claim in reasonable detail to the extent then known by Buyer. The Sellers shall be obligated to promptly pay to Buyer the amount of all Warranty Claims in excess of the Warranty Threshold irrespective of whether such amounts may be potentially covered by insurance. If an amount initially paid by the Sellers with respect to a Warranty Claim is later reimbursed to Buyer by applicable insurance policies of the Acquired Companies in effect at the time of the Closing (including the Tail Policy) or prior thereto, Standard Pacific shall cause Buyer to promptly reimburse Sellers for such payment (after deduction of all out-of-pocket expenses relating to seeking such payment) and the reimbursed payment will not count against the Maxi...
Warranty; Indemnification. 6.1. The Company will warrant all products for 60 months for any manufacturers’ defects. The Company’s sole obligation under this warranty is limited to repairing any defective Products or, if any such Products cannot be repaired, to replacing such defective Products, without charge (F.O.B. point of use), for new Products. If repairs are made to such defective Products or new Products are replaced therefore, the Company’s obligation with respect to additional shipping costs will be limited to the delivery of such repaired or new Products to the respective job site. The Company further warrants that the Products do not infringe any patent, trademark, copyright or other property right owned by a third party. This warranty does not extend to any Product which has been misused or which has been improperly assembled or improperly stored by the Buyer. EXCEPT AS PROVIDED ABOVE, THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. The Company shall not be liable for incidental, special, exemplary, liquidated or consequential damages or for loss of profit.
