Warranties and Indemnities definition

Warranties and Indemnities. The definitive agreement shall contain customary representations and warranties and indemnification provisions, including (a) representations by Synapse that the USB 3.0 Transceiver IP and other deliverables comply with the applicable specifications and do not infringe the intellectual property of others and (b) indemnification of NeoMagic by Synapse for any claims of infringement asserted by third parties based on the use of the USB 3.0 Transceiver IP and other deliverables.
Sample 1

Examples of Warranties and Indemnities in a sentence

  • The Issuer Warranties and Indemnities have the effect of a contract under seal between the Issuer, ASTC and every Participant.

  • The Purchaser acknowledges that it has not been induced to enter into this Agreement by any representation promise or warranty other than the Warranties and Indemnities.

  • Accordingly (except in respect of fraud) no representations warranties or undertakings (apart from the Warranties and Indemnities) express or implied statutory or otherwise made by or on behalf of the Vendors and in relation to the Company shall give rise to any liability for misrepresentation on the part of the Vendors or the maker or makers of any such representations, warranties or undertakings.

  • Page 1 of 84 The Participant Warranties and Indemnities have the effect of a contract under seal between the Participant, ASTC, every Issuer and every other Participant.

  • INDEMNIFICATION 60 Section 10.1 Pass-Through Representations 60 Section 10.2 Survival of Representations, Warranties and Indemnities 60 Section 10.3 Indemnification by Marriott 61 Section 10.4 Indemnification by the Purchaser 61 Section 10.5 Procedures 62 Section 10.6 Limits on Indemnification 64 Section 10.7 Tax Matters 65 Section 10.8 Assignment of Claims 65 Section 10.9 Disclaimer of Implied Warranties 66 ARTICLE 11.

  • Representations, Warranties and Indemnities of Purchaser ..........................................

  • This Agreement (including the Warranties and Indemnities) shall, to the extent that it remains to be performed, continue in full force and effect notwithstanding Completion.

  • Lessee's Representations, Warranties and Indemnities (a) In General..............................................

  • Notwithstanding any other provision in this Article XI to the contrary, nothing in this Agreement shall amend or is intended by the Parties to amend, modify, change or alter the allocation of risks and liabilities expressed by the Parties in the Master Preferred License Agreement, and in particular, the allocation of risks and liabilities as set forth in "Article 6 - Warranties and Indemnities" of the Master Preferred License Agreement as may be applicable to a Licensed Plant.

  • In this paragraph 3 references to “the Purchaser” shall, in relation to Warranties and Indemnities given to Edgen, the Group and/or the Purchaser and its/their directors, officers and other Affiliates and third party claims associated with such Warranties or Indemnities, be deemed to be references to Edgen, the relevant Group Company and the Purchaser and its/their directors, officers and other Affiliates (as appropriate).

Related to Warranties and Indemnities

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Indemnities shall have the meaning specified in Section 11.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Tax Warranties means the Warranties set out in Part C of Schedule 4;

  • Seller Warranties means the warranties given by the Seller in Schedule 3;

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Undertakings as references to obligations under this Framework Agreement;

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • protection and indemnity risks means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/95) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

  • Limitation of Liability Insert the following Section 15, after Section 14:

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Indemnified Parties has the meaning set forth in Section 8.2.

  • Limit of Liability means, with respect to any Insuring Agreement, the limit of liability of the Underwriter for any Single Loss covered by such Insuring Agreement as set forth under the heading “Limit of Liability” in Item 3 of the Declarations or in any Rider for such Insuring Agreement.

  • Warranty means a warranty made solely by the manufacturer,

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Special Representations has the meaning set forth in Section 8.1.

  • Exceptions and Limitations means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.