Agency Representations, Indemnities and Covenants Sample Clauses

Agency Representations, Indemnities and Covenants. Agency represents and warrants that it has no information regarding the presence of Hazardous Materials on Agency Parcels, the location of underground tanks, pipelines, utilities or other lines or facilities which may have been installed at, in, on, under or over the Agency Parcels. Agency shall, if necessary, assist Developer in obtaining the assistance of the applicable public utility companies in locating underground lines. Agency agrees to indemnify, protect, defend and hold Developer, its officers, employees and agents harmless from any claims that arise directly or indirectly from or in connection with the presence of Hazardous Material in the air, soil, surface, water, groundwater, or soil vapor at, on, about, under, within from or with respect to the Agency Parcels and existing on the Agency Parcels as of the date Developer first enters the Agency Parcels; provided, however, this indemnity shall not apply to the extent a release of such Hazardous Material is caused by the negligence or willful misconduct of Developer or its agents or contractors.
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Agency Representations, Indemnities and Covenants. Agency agrees to indemnify, protect, defend and hold Developer, its officers, employees and agents harmless from any claims that arise directly or indirectly from or in connection with the presence of Hazardous Material in the air, soil, surface, water, groundwater, or soil vapor at, on, about, under, within from or with respect to the Site and existing on the Site as of the date Developer first enters the Site; provided, however, this indemnity shall not apply to the extent a release of such Hazardous Material is caused by the negligence or willful misconduct of Developer or its agents or contractors.
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Agency Representations, Indemnities and Covenants. Agency makes no representations and warranties with respect to the License Area.
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Agency Representations, Indemnities and Covenants. Agency agrees to indemnify, protect, defend and hold Brookfield, its officers, employees and agents harmless from any claims that arise directly or indirectly from or in connection with the presence of Hazardous Material in the air, soil, surface, water, groundwater, or soil vapor at, on, about, under, within from or with respect to the Site and existing on the Site as of the date Brookfield first enters the Site; provided, however, this indemnity shall not apply to the extent a release of such Hazardous Material is caused by the negligence or willful misconduct of Brookfield or its agents or contractors.
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Related to Agency Representations, Indemnities and Covenants

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

  • Representations Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • Representations, Warranties and Indemnities You represent and warrant to Prime Publishing and its Affiliates that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Paragraphs 3 and 5 above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to Prime Publishing by you, and Prime Publishing's and its Affiliates' exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by Prime Publishing and its Affiliates as permitted hereunder, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, and (f) all factual statements submitted by you are accurate and not misleading. You agree to indemnify, defend, and hold Prime Publishing and its Affiliates harmless from all claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from your breach of any representation or warranty set forth in this paragraph. 8)

  • SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS As an inducement to Buyer to enter into this Agreement and to purchase the Property, Seller warrants, represents, and covenants to Buyer, as follows:

  • BUYER’S WARRANTIES, REPRESENTATIONS AND COVENANTS Buyer: (i) if an entity, is a lawfully constituted entity, duly organized, validly existing, and in good standing under the laws of New Hampshire or another state; (ii) has the authority and power to enter into this Agreement and to consummate the transactions contemplated herein; and (iii) upon execution hereof will be legally obligated to Seller in accordance with the terms and provisions of this Agreement.

  • Warranties and Covenants In addition to the representations, warranties and covenants contained in this Agreement, the Seller hereby represents, warrants and covenants to the Issuer as follows on the Closing Date:

  • Representations, Warranties and Covenants of the Company The Company hereby represents and warrants to, and covenants with, the Purchaser as follows:

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