Companies' Warranties and Obligations Sample Clauses

Companies' Warranties and Obligations a) The Companies and Pollstar shall be solely responsible for the development of the Pollstar Store. There shall be no responsibility from AEC for any part of the development of the UBL/Pollstar Store. b) The Companies may re-purpose a portion of the UBL store front-end (using AEC and UBL technology and proprietary data) to create the Pollstar Store, while maintaining the Pollstar Website appearance. The Companies herein represent that the Pollstar's databases shall not misrepresent the relationship established herein, or imply that a relationship exists between AEC and Pollstar and the Pollstar Store. c) AEC data, and the actual e-commerce transactions conducted, shall reside and be processed on UBL servers. d) UBL shall insure the AMG data served to the Pollstar site adheres to AEC branding pursuant to the Agreement. Changes to provisions in the Agreement, if any, shall be as follows: _________________. e) The Companies shall all times protect and preserve AEC's rights under the Agreement and this Amendment. f) The Companies shall not transfer or issue any AEC technology , including AMG content and property to Pollstar for use on Pollstar's own servers, and at no time shall Pollstar exercise any control over any AEC technology and AMG content or property. g) The creation of the Pollstar Store shall not, under this amendment, create any right or a sublicense of AEC property to Pollstar or create any relationship whatsoever between AEC and Pollstar. h) Pollstar shall not be considered an agent of AEC. i) As Pollstar may be deemed an affiliate of Companies, AEC may publicly announce that Pollstar is AEC's chosen fulfillment source. j) The Companies shall make certain that Pollstar indicate publicly that AEC is Pollstar's Consumer Direct Fulfillment source for CD/Cassette product sold through its Pollstar Store site. k) UBL shall manage and support the Pollstar Store, including merchandising, marketing, promotion and visuals. l) UBL shall make AEC the product fulfillment partner for the entire period in which the Companies support Pollstar's e-commerce solution and UBL shall make AEC Pollstar's supplier of first resort for all product orders supportive of AEC inventory.
Sample 1
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Related to Companies' Warranties and Obligations

  • Survival of Representations and Obligations The respective agreements, representations, warranties and other statements made by the Issuer, the Company or the Seller or their respective officers, including any such agreements, representations, warranties and other statements relating to the Master Trust, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the Issuer, the Company or the Seller or any of their respective officers or directors or any controlling person, and will survive delivery of and payment of the Notes. The provisions of Section 9 and Section 10 of this Agreement shall survive the termination or cancellation of this Agreement.

  • Survival of Rights, Duties and Obligations Termination of this Agreement for any cause shall not release a Party from any liability which at the time of termination has already accrued to such Party or which thereafter may accrue in respect of any act or omission prior to such termination.

  • Survival of Representations and Warranties and Agreements All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.

  • Survival of Rights and Obligations All rights and obligations of Employee or the Company arising during the term of this Agreement shall continue to have full force and effect after the termination of this Agreement unless otherwise provided herein.

  • Survival of Warranties and Agreements All representations and warranties made herein and all obligations of the Borrower in respect of taxes, indemnification and expense reimbursement shall survive the execution and delivery of this Agreement and the other Loan Documents, the making and repayment of the Loans, the issuance and discharge of Letters of Credit hereunder and the termination of this Agreement and shall not be limited in any way by the passage of time or occurrence of any event and shall expressly cover time periods when the Administrative Agent, any of the other Agents or any of the other Lenders may have come into possession or control of any Property of the Borrower or any of its Subsidiaries.

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Effectiveness of Representations, Warranties and Agreements (a) Except as set forth in Section 9.1(b), the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their respective officers or directors, whether prior to or after the execution of this Agreement.

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

  • Assumption of Liabilities and Obligations (a) Subject to the provisions of paragraph 7, as of the Closing Date, Broadcasting shall assume and undertake to pay, discharge and perform all the obligations and liabilities of Seller relating to a Station under the Assumed Contracts relating to the time period beginning on or arising out of events occurring on or after the Closing Date. Subject to the LMA, all other obligations and liabilities of Seller, including, without limitation, (i) obligations or liabilities under any contract not included in the Assumed Contracts, (ii) obligations or liabilities under any Assumed Contract for which a consent to assignment, if required, has not been obtained as of the Closing Date, (iii) any obligations and liabilities arising under the Assumed Contracts that relate to the time period prior to the Closing Date and (iv) any forfeiture, claim or pending litigation or proceeding relating to the business or operations of any Station prior to the Closing Date, shall remain and be the obligation and liability solely of Seller. Other than as specified in the first sentence of this paragraph 4, Buyer, directly or indirectly, shall assume no liabilities or obligations of Seller and shall not be liable therefor. If Buyer is liable by operation of law for liabilities of Seller not expressly assumed by Buyer, then Seller shall not be liable to Buyer with respect to such liabilities unless and to the extent Seller is liable to Buyer under Seller's indemnification obligations under paragraph 18. Xx. Xxxxxxx Xxxxxxx Page 5 January 16, 1998

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Debentures. The indemnification obligations of the Company as set forth in the indemnification rider identified as EXHIBIT B (the "Indemnification Rider") to the January 25, 2000 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

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