Common use of Warranty and Indemnification Clause in Contracts

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Writer hereby represents and warrants as follows: Writer is free to enter into this Agreement and no rights of any third parties are or will be violated by Writer entering into or performing this Agreement. Writer is not subject to any conflicting obligation or any disability, and Writer has not made and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Writer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Writer, or is in the public domain. Writer does not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Writer shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Writer sums due hereunder.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Writer Lender hereby represents and warrants as follows: Writer Lender is free to enter into this Agreement and no rights of any third parties are or will be violated by Writer Lender entering into or performing this Agreement. Lender and Writer is not subject to any conflicting obligation or any disability, and Lender nor Writer has have not made and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Lender’s or Writer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Lender and/or Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Lender and/or Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Lender and/or Writer, or is in the public domain. Lender and/or Writer does do not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Writer Lender shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Lender and/or Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Writer Lender sums due hereunder.

Warranty and Indemnification. Subject to Article 28 The COPYRIGHT HOLDER affirms that the Work is original and the COPYRIGHT HOLDER is the sole COPYRIGHT HOLDER and owner of the WGA Minimum Basic Agreementcopyright. Furthermore, Writer hereby represents and warrants as follows: Writer is free to enter into this Agreement and no rights of any third parties are the COPYRIGHT HOLDER understands that he or she will be violated by Writer entering into fully liable should any copyright infringement be claimed or performing this Agreementdiscovered. Writer is not subject The COPYRIGHT HOLDER hereby agrees to any conflicting obligation or any disabilityindemnify the PUBLISHER, and Writer has not made and shall not hereafter make any agreement with any third party, which could interfere with the rights granted to Company hereunder or the full performance of Writer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none other COPYRIGHT HOLDERs of the same has been Title who worked in a same team, and any of its operators of any loss, damage, penalties, legal actions, or shall be copied from claims incurred as a result of breaching this Agreement and/or other local/international Copyright related laws and regulations. Also, PUBLISHER hereby agrees to indemnify the COPYRIGHT HOLDER/executor/agent/representative any loss, damage, penalties, legal actions, or based upon any claims incurred as a result of breaching this Agreement and/or other work unless assigned in this contractlocal/international Copyright related laws and regulations. The reproductionCOPYRIGHT HOLDER may transfer his/her copyright according to the laws and regulations of the applicable country/region. When a transfer of copyright for the Work occurs, exhibitionthe COPYRIGHT HOLDER/executor/agent/representative shall notify the PUBLISHER in writing within thirty (30) days of such transfer taking full effect. The COPYRIGHT HOLDER hereby agrees to indemnify the PUBLISHER, or any use thereof or other COPYRIGHT HOLDERs of the same Title, and any of its operators from all xxxxx which may be caused by the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply COPYRIGHT HOLDER/executor/agent/representative’s failure to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in notify the Work by Company, but shall apply to all material which Writer may add thereto. Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Writer, or is in the public domain. Writer does not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Writer shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice PUBLISHER of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Writer sums due hereundertransfer.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Writer hereby Parkdale represents and warrants as follows: Writer is free (1) the Yarn delivered hereunder shall conform in all material respects to enter into this Agreement the Specifications and no rights of any third parties are or will be violated by Writer entering into or performing this Agreement. Writer is not subject to any conflicting obligation or any disabilityapplicable laws, rules and Writer has not made regulations and shall not hereafter make any agreement with any third partybe manufactured, which could interfere produced and shipped in accordance with the rights granted to Company hereunder or Specifications and applicable laws, rules and regulations; (2) the full performance of Writer's obligation and services hereunder. All of the Work (and the Property, if any) Yarn shall be wholly original with Writer free from defects in materials and none workmanship and that, at the time of delivery, Parkdale shall have good title and right to transfer and sell the same has been or and that the same shall be copied delivered free of encumbrances; and (3) the Yarn shall be free from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any the claim of the rights herein granted shall not defame any person or entity nor violate any arising from patent, trade secret, trademark, copyright or other proprietary or intellectual property right infringement except to the extent that any such claim arises as a result of privacy the Specifications or publicityother instructions provided to Parkdale by Delta. If Parkdale fails to deliver any Yarn hereunder free of encumbrances, Delta may reject such Yarn pursuant to SECTION 6 or Delta may, upon written notice to Parkdale, require that Parkdale, at its expense, defend the title thereto and promptly cause any security interest, claim, demand, lien, or other encumbrance to be removed. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 5, PARKDALE MAKES NO OTHER WARRANTIES OF QUALITY, AND PARKDALE HEREBY DISCLAIMS ALL OTHER WARRANTIES OF QUALITY, WHETHER EXPRESS OR IMPLIED, WHETHER CREATED BY CONTRACT OR BY OPERATION OF LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. Parkdale shall defend, indemnify and hold harmless Delta from and against any other right and all damages, claims, losses, expenses, costs, obligations, and liabilities, including without limiting the generality of the foregoing, liabilities for reasonable and documented attorney's fees (“Claims”), suffered by Delta directly by reason of or arising out of any person breach of any representation or entity. The warranty in made by Parkdale under this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by WriterAgreement, except to the extent that any Claim arises as specifieda result of Delta’s negligence, if at allbad faith or willful misconduct. Delta shall defend, in this Agreement. No part of indemnify and hold harmless Parkdale from and against any Claims brought against or incurred by Parkdale caused by the property has been registered for copyright, published, Specifications or otherwise exploited or agreed other explicit written instructions provided by Delta to be published or otherwise exploited with the knowledge or consent of Writer, or is in the public domain. Writer does not know of any pending or threatened claim or litigation Parkdale in connection with the Property supply of Yarn under this Agreement, except to the extent that any Claim arises as a result of Parkdale’s negligence, bad faith or the rights herein granted. Writer shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Writer sums due hereunderwillful misconduct.

Warranty and Indemnification. Subject to Article 28 of the WGA Minimum Basic Agreement, Writer hereby Parkdale represents and warrants as follows: Writer is free (1) the Yarn delivered hereunder shall conform in all material respects to enter into this Agreement the Specifications and no rights of any third parties are or will be violated by Writer entering into or performing this Agreement. Writer is not subject to any conflicting obligation or any disabilityapplicable laws, rules and Writer has not made regulations and shall not hereafter make any agreement with any third partybe manufactured, which could interfere produced and shipped in accordance with the rights granted to Company hereunder or Specifications and applicable laws, rules and regulations; (2) the full performance of Writer's obligation and services hereunder. All of the Work (and the Property, if any) Yarn shall be wholly original with Writer free from defects in materials and none workmanship and that, at the time of delivery, Parkdale shall have good title and right to transfer and sell the same has been or and that the same shall be copied delivered free of encumbrances; and (3) the Yarn shall be free from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any the claim of the rights herein granted shall not defame any person or entity nor violate any arising from patent, trade secret, trademark, copyright or other proprietary or intellectual property right infringement except to the extent that any such claim arises as a result of privacy the Specifications or publicityother instructions provided to Parkdale by Delta. If Parkdale fails to deliver any Yarn hereunder free of encumbrances, Delta may reject such Yarn pursuant to SECTION 6 or Delta may, upon written notice to Parkdale, require that Parkdale, at its expense, defend the title thereto and promptly cause any security interest, claim, demand, lien, or other encumbrance to be removed. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 5, PARKDALE MAKES NO OTHER WARRANTIES OF QUALITY, AND PARKDALE HEREBY DISCLAIMS ALL OTHER WARRANTIES OF QUALITY, WHETHER EXPRESS OR IMPLIED, WHETHER CREATED BY CONTRACT OR BY OPERATION OF LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. Parkdale shall defend, indemnify and hold harmless Delta from and against any other right and all damages, claims, losses, expenses, costs, obligations, and liabilities, including without limiting the generality of the foregoing, liabilities for reasonable and documented attorney's fees (“Claims”), suffered by Delta directly by reason of or arising out of any person breach of any representation or entity. The warranty in made by Parkdale under this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by WriterAgreement, except to the extent that any Claim arises as specifieda result of Delta's negligence, if at allbad faith or willful misconduct. Delta shall defend, in this Agreement. No part of indemnify and hold harmless Parkdale from and against any Claims brought against or incurred by Parkdale caused by the property has been registered for copyright, published, Specifications or otherwise exploited or agreed other explicit written instructions provided by Delta to be published or otherwise exploited with the knowledge or consent of Writer, or is in the public domain. Writer does not know of any pending or threatened claim or litigation Parkdale in connection with the Property supply of Yarn under this Agreement, except to the extent that any Claim arises as a result of Parkdale's negligence, bad faith or the rights herein granted. Writer shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand, or action shall not release Company of its obligation to pay Writer sums due hereunderwillful misconduct.

Warranty and Indemnification. Subject (a) Unless otherwise agreed to Article 28 by the parties, OSRAM SYLVANIA will manufacture Products to be delivered hereunder in accordance with applicable specifications published by OSRAM SYLVANIA in its Large Lamp catalogue at the time of purchase by SLI. This warranty shall apply only to defects appearing within one (1) year from the date of delivery to SLI. Damages resulting from external causes such as abuse, misuse, or acts of God are not covered by this Warranty. The conditions of any tests concerning Products which SLI claims fail to conform to this warranty shall be mutually agreed upon in writing and OSRAM SYLVANIA shall be notified of, and may be represented at, all tests that may be made. If any Product does not meet the above warranty, and if SLI notifies OSRAM SYLVANIA in writing within thirty (30) days after discovery of the WGA Minimum Basic Agreementdefect, Writer hereby represents and warrants as follows: Writer is free to enter into this Agreement and no rights of any third parties are or will be violated OSRAM SYLVANIA shall thereupon correct such defect by Writer entering into or performing this Agreement. Writer is not subject to any conflicting obligation or any disability, and Writer has not made and shall not hereafter make any agreement with any third party, which could interfere with either (at OSRAM SYLVANIA's sole option) replacing the rights granted to Company hereunder or the full performance of Writer's obligation and services hereunder. All of the Work (and the Property, if any) shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibitiondefective Product, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicitypart thereof, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Company (unless such furnished material was written or created by Writer or originally furnished to Company by Writer) or material inserted in the Work by Company, but shall apply to all material which Writer may add thereto. Writer is sole owner of the Property together with the title thereof and all rights granted (or purported to be granted) to Company hereunder, and no rights in the Property have been granted to others or impaired by Writer, except as specified, if at all, in this Agreement. No part of the property has been registered for copyright, published, or otherwise exploited or agreed to be published or otherwise exploited with the knowledge or consent of Writer, or is in the public domain. Writer does not know of any pending or threatened claim or litigation in connection with the Property or the rights herein granted. Writer shall indemnify and hold harmless Company (and its affiliated companies, successors, assigns, and the directors, officers, employees, agents, and representatives of the foregoing) from any damage, loss, liability, cost, penalty, guild fee or award, or expense of any kind (including attorney's fees (hereinafter “Liability”) arising out of, resulting from, based upon or incurred because of a breach by Writer of any agreement, representation, or warranty made by Writer hereunder. The party receiving notice of such claim, demand or action shall promptly notify the other party refunding purchase price thereof. The pendency of such claimIN NO EVENT SHALL OSRAM SYLVANIA BE LIABLE FOR CONSEQUENTIAL, demandINDIRECT, or action shall not release Company of its obligation to pay Writer sums due hereunderSPECIAL, OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, COST OF CAPITAL, OR CLAIMS OF CUSTOMERS OF SLI FOR SUCH DAMAGE. THIS WARRANTY REPRESENTS SLI'S EXCLUSIVE REMEDY UNDER THIS AGREEMENT. THERE ARE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO PRODUCTS SOLD UNDER THIS AGREEMENT.