INDEMNITY – REPRESENTATIONS AND WARRANTIES Sample Clauses

INDEMNITY – REPRESENTATIONS AND WARRANTIES. 4.1 Each Party shall indemnify the other Party from and against any and all Liability which the other Party suffers, sustains or incurs arising out of or in connection with the breach of any representation or warranty given or made by a Party under this Agreement. 4.2 It is not necessary for a Party to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement.
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INDEMNITY – REPRESENTATIONS AND WARRANTIES. GeoCities, at its expense, will indemnify, defend and hold harmless Yahoo, its employees, officers, directors, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against Yahoo or such persons or entities based on or arising from a claim: (i) that any technology, software, authoring tool, trademark, trade name, service xxxx, service name or other brand feature, any material, content, information, product or service produced, distributed, presented offered or publicized through or on the GeoCities Properties or any other web site owned or operated by GeoCities (whether created by GeoCities or any other person, including, without limitation, homesteaders or other users of GeoCities Properties) infringes in any manner any patent, copyright, trademark, trade secret or any other intellectual property right of any third party, is or contains any material or information that is obscene, defamatory, libelous, slanderous, or that violates any law or regulation, or that otherwise violates any rights of any person or entity, including, without limitation, rights of publicity, privacy or personality, or has otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any third party; or (ii) based on breach of any representation or warranty set forth in Section 7.3; provided, however, -------- ------- that such indemnification shall not apply to any claims which arise out of or result from any claim based on or arising from any data, content, or other materials provided by Yahoo to GeoCities hereunder; and provided, -------- further, that in any such case: (x) Yahoo provides GeoCities with prompt ------- notice of any such claim; (y) Yahoo permits GeoCities to assume and control the defense of such action upon GeoCities' written notice to Yahoo of its intention to indemnify; and (z) upon GeoCities' written request, and at no expense to Yahoo, Yahoo will provide to GeoCities all available information and assistance necessary for GeoCities to defend such claim. GeoCities will not enter into any settlement or compromise of any such claim without Yahoo's prior written consent, which shall not be unreasonably withheld, unless such settlement or compromise includes a complete release of all ------ claims against and liability for Yahoo. GeoCities will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs...
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INDEMNITY – REPRESENTATIONS AND WARRANTIES. 4.1 Except as otherwise set out in this §4.1, each Party will indemnify the other Party from and against any and all Liability which the other Party suffers, sustains or incurs arising out of or in connection with the breach of any representation or warranty given or made by a Party under this Agreement. Notwithstanding the foregoing, except with respect to losses arising from the wilfull misconduct or fraud of the Optionors, First Uranium agrees to limit the aggregate liability of the Optionors to First Uranium to the amount of the cash payments made to the Optionors with respect to any losses claimed or incurred by First Uranium howsoever arising under this Agreement. 4.2 It is not necessary for a Party to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement.
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INDEMNITY – REPRESENTATIONS AND WARRANTIES. Each Party (“Indemnitor”) hereby agrees to defend, indemnify and hold harmless each other Party and their respective Affiliates, and its and their directors, officers, employees and agents from and against any claim, loss or damage arising out of or connected with, directly or indirectly, Indemnitor’s breach of its representations and warranties set out in Article 4.
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INDEMNITY – REPRESENTATIONS AND WARRANTIES. 4.1 Elcora and Optionor will jointly and severally indemnify and save Optionee harmless from and against any and all Liability which Optionee suffers, sustains or incurs arising out of or in connection with the breach of any representation or warranty given or made by Elcora and/or Optionor under this Agreement. 4.2 Optionee will indemnify and save Elcora and Optionor harmless from and against any and all Liability which they suffer, sustain or incur arising out of or in connection with the breach of any representation or warranty given or made by Optionee under this Agreement. 4.3 It is not necessary for a Party to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement.
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INDEMNITY – REPRESENTATIONS AND WARRANTIES 
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Related to INDEMNITY – REPRESENTATIONS AND WARRANTIES

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

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

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser, as of the Closing Date (or if otherwise specified below, as of the date so specified):

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

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

  • Buyer Representations and Warranties The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Purchaser Representations and Warranties The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;

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