Company’s Representations, Warranties and Indemnification Sample Clauses

Company’s Representations, Warranties and Indemnification. Company represents and warrants for each Entry Company delivers to Bank that: (i) the Entry complies with the terms of this Agreement and the Rules; (ii) Company has complied with the Rules with respect to the Entry; (iii) there has not been and will not later be any breach of any representation or warranty of Company as an Originator or of Bank as an ODFI under the Rules; (iv) Company has not breached any representation or warranty contained in this Agreement; and (v) the Entry complies with all local, State and Federal regulations, including, but not limited to, the Electronic Fund Transfer Act and Regulation E (as applicable), as amended from time to time. Company will defend, indemnify and hold harmless Bank against any expenses, costs, including but not limited to, market rate costs for in-house legal services, fees, losses, claims or damages resulting from or arising out of any breach of any of the foregoing representations or warranties or from any breach of this Agreement by Company.
Sample 1Sample 2
AutoNDA by SimpleDocs
Company’s Representations, Warranties and Indemnification. Company represents and warrants that for each Entry Company delivers to Bank that: (i) the Entry complies with the terms of this Agreement and the Rules; (ii) Company has complied with the Rules with respect to the Entry; (iii) there has not been and shall not later be any breach of any warranty of Company as an Originator or of Bank as an ODFI under the Rules; (iv) Company has not breached any warranty contained in this Agreement or the Rules; and (v) the Entry complies with all local, State and Federal laws and regulations, including but not limited to the Electronic Fund Transfer Act, Regulation E and any applicable regulations issued by the Office of Foreign Assets Control. (OFAC) It shall further be the responsibility of the Company to obtain information regarding such OFAC enforced sanctions. (This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC.) (vi) the Company will comply with the terms of the Uniform Commercial Code Article 4A, if applicable, and shall otherwise perform its obligations under this Agreement in accordance with all applicable laws, rules and regulations. Company shall indemnify and hold Bank harmless against any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any breach of any of the foregoing representations or warranties. Company shall indemnify Bank against any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any breach of any of the foregoing representations or warranties.
Sample 1

Related to Company’s Representations, Warranties and Indemnification

  • REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION You represent and warrant that: (i) You own or control all rights necessary to make the grant of rights, licenses, and permissions listed in Section 2, and that the exercise of such rights, licenses, and permissions shall not violate or infringe the rights of any third party, and (ii) any use of the Custom Codes shall be in accordance with the terms of this Exhibit C and shall not infringe any third party rights or violate any applicable laws, directives, rules, and regulations of any governmental authority in the Territory or anywhere else in the world. You agree to indemnify and hold Apple, its subsidiaries and affiliates (and their respective directors, officers, and employees) harmless from all losses, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions, or other proceedings arising from a breach of the representations and warranties set for h in this Section, or a breach of any other term of the Agreement and this Schedule 1.

  • Warranties, Representations, and Indemnification a. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.

  • 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)

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

  • User Warranties and Indemnification You warrant to Credit Union that: • You will only transmit eligible items. • You will not transmit duplicate items. • You will not re-deposit or re-present the original item. • All information you provide to Credit Union is accurate and true. • You will comply with this Agreement and all applicable rules, laws and regulations. • You are not aware of any factor which may impair the collectability of the item. • You agree to indemnify and hold harmless Credit Union from any loss for breach of this warranty provision.

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

  • Warranties and Indemnity 24.1 By signing the Deal Memo the Writer warrants that the Writer:

  • Representations, Warranties and Covenants of the Corporation The Corporation represents, warrants, covenants and agrees that:

  • 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:

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.