INDEMNITIES AND WARRANTY Sample Clauses

INDEMNITIES AND WARRANTY. 4.1 Licensor hereby represents and warrants that: (a) Licensor has not entered into agreements or commitments which are inconsistent with or conflict with the rights granted to Licensee herein; and (b) the Licensed Data shall be free and clear of all liens and encumbrances, and Licensee shall he entitled to use the Licensed Data without disturbance. 4.2 If notified promptly in writing of any judicial action brought against Licensee based on an allegation that Licensee's use of the Licensed Data infringes a United States patent, copyright, trademark, mask work or any rights of a third party or constitutes misuse or misappropriation of a trade secret (Infringement), Licensor will defend such action at its own expense and will pay the costs and damages (including reasonable legal fees) awarded in any such action or the cost of settling such action. Licensor shall have control of the defense of any such action and all negotiations for its settlement or compromise, and Licensee shall timely notify Licensor in writing of any such action and provide Licensor (at Licensor’s expense) with reasonable assistance as required in assisting Licensor in defending such actions. If notified promptly in writing of any informal claim (other than a judicial action) brought against Licensee based on an allegation that Licensee's use of the Licensed Data constitutes Infringement, Licensor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Licensor shall have control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction shall be obtained against Licensee's use of the Licensed Data by reason of Infringement, or in Licensor's opinion be likely to become the subject of a claim of Infringement, Licensor may at its option and expense either (a) procure for Licensee the right to continue to use the Licensed Data as contemplated hereunder, or (b) replace or modify the Licensed Data to make its use hereunder non‑infringing while being capable of performing the same function. If neither (a) nor (b) can be accomplished after Licensor has used its commercial best efforts to accomplish, Licensor shall refund to GM all license fees paid for the affected Licensed Data for the remaining portion of the term. Licensee shall have the right to participate in the defense of any such claim at its own expense through counsel of its choice. Licensor will have no indemnity obligation un...
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INDEMNITIES AND WARRANTY. 6.1 A Receiving Party hereby represents and warrants as follows: 6.1.1 it complies and shall continue to comply with all relevant health and safety legislation applicable to the protection of staff and service users on its premises and/or under its direction or care; 6.1.2 it shall provide a safety induction relevant to its organisation to the Staff Members including but not limited to fire evacuation procedures and local environment induction; 6.1.3 it shall provide appropriate training and shadowing to prepare the Staff Members for the duties they are asked to undertake including a job essential induction, providing the information necessary to allow the Staff Members to provide the Services, including but not limited to: location of supplies and equipment, access to care plans, name of supervisor, details of relevant policies; 6.1.4 it shall provide the Staff Members with access to adequate personal protective equipment to practise safely in the environment they are working. 6.2 The Receiving Party shall not require the Staff Members to undertake any duties that they consider to be outside their capabilities and/or that they feel untrained and/or unprepared for. 6.3 It is not intended that TUPE will apply to the arrangements provided for in this Agreement, and it is understood and agreed by the Parties that TUPE does not apply. It is intended that the Staff Members shall remain engaged by their employer as at the date of this Agreement. 6.4 If, contrary to the intentions, understanding and agreement of the Parties, at any time during this Agreement any contract of employment or collective agreement between any Staff Member and their employer, has effect as if originally made between the Receiving Party and the Staff Member as a result of the provisions of TUPE or otherwise, then the Employing Party shall act reasonably in facilitating the transfer of the staff member(s) to the Receiving Party. 6.5 All employee relations matters including grievance, discipline, leave, sickness and/or performance relating to Staff Members shall be dealt with by the Employing Party. The Employing Party and Receiving Party shall cooperate at all times with any such employment processes including in ensuring the timely provision of information sought and securing the involvement and attendance of witnesses in investigations and internal meetings and hearings. 6.6 The Receiving Party shall have day-to-day control of the Staff Members’ activities whilst they are deployed and p...
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INDEMNITIES AND WARRANTY. 4.1 Customer will indemnify and hold harmless Boeing from and against all claims, suits, actions, liabilities, damages, costs and expenses for any actual or alleged infringement of any patent issued or equivalent right under the laws of any country arising out of or in any way connected with any sale, purchase, use, ownership, delivery, transfer, storage or other activity associated with any of the BFE purchased as part of this Letter Agreement. 4.2 Customer will indemnify and hold harmless Boeing from and against all claims and liabilities, including costs and expenses (including attorneys’ fees) incident thereto or incident to successfully establishing the right to indemnification, for injury to or death of any person or persons, including employees of Customer but not employees of Boeing, or for loss of or damage to any property, including any aircraft, arising out of or in any way connected with the performance by Boeing of services or other obligations under this Letter Agreement and whether or not arising in tort or occasioned in whole or in part by the negligence of Boeing. 4.3 Boeing makes no warranty other than warranty of such title to the BFE as has been transferred by Customer to Boeing pursuant to this Letter Agreement. The exclusion of liabilities and other provisions of the AGTA are applicable to this Letter Agreement. 4.4 For the purposes of the Indemnities and Warranty contained in this section 4 of this Letter Agreement, the term “Boeing” includes The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each, and their directors, officers, employees and agents. Boeing Purchase of Buyer Furnished Equipment BOEING PROPRIETARY Very truly yours, AGREED AND ACCEPTED this Date THE BOEING COMPANY By Its Attorney-In-Fact CHINA SOUTHERN AIRLINES COMPANY LIMITED By Its CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD. By Its Boeing Purchase of Buyer Furnished Equipment BOEING PROPRIETARY China Southern Airlines Company Limited (SELLER) in consideration of the promise of THE BOEING COMPANY (BUYER) to pay to SELLER U.S. Dollars ($ ) hereby sells to BUYER the goods described in the “Schedule of Buyer Furnished Equipment” attached hereto (BFE). Such payment by BUYER will be made concurrently with delivery to of and payment for the aircraft bearing Manufacturer’s Serial No. on which the BFE is installed. SELLER warrants to BUYER that it has good title to the BFE free and clear of all liens, encumbrances and rights ...
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Related to INDEMNITIES AND WARRANTY

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that: (a) The Fund is a “Qualified Purchaser” within the meaning of Investment Company Act of 1940; and (b) The Fund is a “Qualified Eligible Person” as defined in CFTC Rule 4.7, and is either a member of, or exempt from any requirement to become a member of, the National Futures Association, and will maintain and renew such membership or exemption during the term of this Agreement. Further, the Adviser and the Sub-Adviser agree as follows: (c) The Adviser acknowledges that the Sub-Adviser has been authorized to invest in derivatives for the Fund in accordance with the Fund’s investment objective and policies as stated in the Registration Statement. To the extent so authorized, the Adviser agrees that the Sub-Adviser, on the Fund’s behalf, and on such terms as the Sub-Adviser deems appropriate, with prior telephonic or email notice to and in consultation with the Adviser, may take any all such steps as may be required or permitted by the rules and regulations and/or by appropriate market practice to engage in derivatives transactions, including entering into ISDA agreements, clearing agreements, completing documentation, including documentation for clearing facilities, making representations and granting, and providing or executing counterparty documentation and account opening documentation on the Fund’s behalf, on such terms as the Sub-Adviser deems appropriate, in consultation with the Adviser. (d) Further, subject to the limitations under the 1940 Act, the Adviser on request of the Sub-Adviser or the Sub-Adviser may, acting as agent on the Fund’s behalf, agree to a collateral mechanism with counterparties in the market and instruct the custodian to advance cash or securities as collateral to an account designated by the Fund’s custodian and counterparty, broker and/or futures commission merchant (“FCM”) (as applicable) to meet margin/collateral payments if and to the extent required by the rules of exchanges or markets on which such instruments are dealt or as may have been agreed in any master agreement or other contract with a counterparty, including with respect to agency MBS collateral. The Adviser authorizes the Sub-Adviser, to the extent required by regulatory agencies or market practice, to reveal its and/or the Fund’s identity and address to any counterparty, broker or FCM through which or with which financial derivatives and foreign exchange instruments are traded or cleared. The Sub-Adviser may use such clearing firm as it deems appropriate to clear its derivatives transactions. The Adviser covenants that the Fund has full capacity to invest in financial derivatives and foreign exchange instruments. (e) The Sub-Adviser (which is registered with the CFTC as a Commodity Trading Adviser) intends to operate the Fund as an exempt account under CFTC Rule 4.5. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS AGREEMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMODITY FUTURES TRADING COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS AGREEMENT.

  • WARRANTIES AND INDEMNITIES It is agreed that: 4.1 All title over the Shares shall be transferred from the Transferor to the Transferee in consideration of the Transfer Price set out in clause 2. 4.2 The Transferor warrants that it is the legal and beneficial owner of the Shares and is entitled to all rights attached to the Shares according to the currently effective constitutional documents of the Company. 4.3 The Transferor warrants that the Shares are free from and clear of all liens or any other third-party rights. 4.4 Each Party hereby represents that it has all necessary powers and approvals to enter into this Agreement and is participating in the transactions contemplated hereunder in compliance with applicable laws in all material respects. 4.5 Each Party hereby declares that it is not aware of any matter within their control which might have any material adverse effect upon the performance of their obligations under this Agreement. 4.6 The rights, benefits, liabilities and responsibilities contained within the terms of this Agreement can be assigned by any Party with the prior written agreement of the other Party. 4.7 Any delay or failure to enforce the terms of this Agreement and any delay to act on a breach of its term by any Party does not constitute a waiver of those rights. 4.8 Each Party hereby warrants that it will not do any action which might harm, hinder or negatively affect the duties of the other Party set out within this Agreement. 4.9 The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws and courts of that jurisdiction set out in clause 8 below. 4.10 The heading titles contained within in this Agreement are included as a drafting reference only and for ease of reference, and are not to be considered as part of this Agreement. 4.11 In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidity and striking out only that clause (or any part of any clause) only and shall not invalidate this Agreement in its entirety. 4.12 Each Party hereby irrevocably indemnifies and agrees to keep indemnified and hold harmless the other Party against any and all losses howsoever caused arising from a breach of its warranties, covenants or other terms of this Agreement.

  • Representations and Warranties Indemnification As to all items transmitted to us, you represent and warrant that: (i) you will comply with the terms and conditions set forth in this Agreement; (ii) you will only transmit eligible items; (iii) you have good title to each check and item and no defense of any party to the check is good against you; (iv) the original check, or a paper or electronic representation, has not previously been deposited for collection with us or any other financial institution, and no depositary bank, drawee, or drawer will be asked to pay a check that it already has paid; and (v) you have no knowledge or notice of information to indicate that the transaction is fraudulent. You agree to indemnify and hold us, our affiliates, directors, officers, employees, and agents harmless from and against all losses, liabilities, cost, damages and expenses (including reasonable attorneys’ fees and cost of litigation) to which we may be subject or that we may incur in connection with any claims that might arise from or out of your use of RDC.

  • GRANTOR'S REPRESENTATIONS AND WARRANTIES Grantor warrants that: (a) this Agreement is executed at Borrower's request and not at the request of Lender; (

  • No Default; Representations and Warranties At the time of each such Credit Event and also after giving effect thereto (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date of such Credit Event (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date).

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

  • Representations and Warranties and Covenants Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a)(except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. In addition, for purposes of this Section 7.1(c) as it relates to Section 3.20(b) of this Agreement, the reference to “DIP Loan” in clause (i) of such Section 3.20(b) shall be deemed to refer to that certain Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement, dated as of July 23, 2010, by and among the Company, GGP Limited Partnership, the lenders party thereto, Barclays Capital, as the Sole Arranger, Barclays Bank PLC, as the Administrative Agent and Collateral Agent, and the guarantors party thereto (the “New DIP Agreement”). The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.4, Section 5.14(b) (to the extent applicable) and Section 5.14(c) the Company shall have complied therewith in all respects. The Company shall have provided to each Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and each Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

  • 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)

  • Other Representations and Warranties CMSI represents and warrants to the Senior Underwriter that: (a) Each of the offered senior certificates will, when issued, be a “mortgage related security,” as defined in section 3(a)(41) of the Exchange Act, and each of the offered senior certificates, when validly authenticated, issued and delivered in accordance with the Pooling Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the Pooling Agreement. (b) Compliance by CMSI with the provisions of this Agreement and the Pooling Agreement do not, and will not on the closing date, conflict with CMSI’s certificate of incorporation or by-laws or any contract to which CMSI is a party. (c) On the closing date, each of this Agreement and the Pooling Agreement will have been duly authorized, executed and delivered by CMSI and, assuming the valid execution of such agreements by the other parties, each such agreement will constitute a valid and binding agreement of CMSI enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equity principles. (d) CMSI has been duly organized and is validly existing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus.

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