InSystems Representations Sample Clauses

InSystems Representations. Subject to Section 11.2, the Shareholders shall indemnify, defend and hold harmless SRC from, against and in respect of (A) any and all claims, damages, losses, deficiencies, liabilities, assessments, judgments, costs, fees (including attorneys’ fees) and expenses resulting from, relating to or arising out of (i) the claims of Xx. Xxxxx and Xx. Xxxxxx described in the InSystems Disclosure Schedules (an "HR Claim") and (ii) any misrepresentation, inaccuracy in or breach of the InSystems Representations (a “Corporate Claim”) and (B) any and all claims, damages, losses, deficiencies, liabilities, assessments, judgments, costs, fees (including attorneys’ fees) and expenses resulting from, relating to or arising out of an award by a court (and related settlement costs) in respect of any claim made by a third party against InSystems on or before April 1, 2003 alleging that a software product of InSystems existing as of the Closing infringes a patent issued to such third party prior to the Closing (a "Patent Claim"), provided neither SRC nor InSystems has prompted the commencement of the claim by initiating unsolicited discussions with the third party.
Sample 1
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Related to InSystems Representations

  • VENDOR'S REPRESENTATIONS The Vendor's representations contained in this Agreement will be true.

  • Company’s Representations The Company hereby represents and warrants to the Employee that (i) the execution, delivery and performance of this Agreement by the Company do not and shall not materially conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which it is bound and (ii) upon the execution and delivery of this Agreement by the Employee, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms.

  • The Company’s Representations The Company represents and warrants that it is free to enter into this Agreement and to perform each of the terms and covenants of it. The Company represents and warrants that it is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, and that its execution and performance of this Agreement is not a violation or breach of any other agreement between the Company and any other person or entity. The Company represents and warrants that this Agreement is a legal, valid and binding agreement of the Company, enforceable in accordance with its terms.

  • Applicants' Representations 1. Each of the Funds is registered under the 1940 Act as an open-end management investment company and was organized as a Massachusetts business trust. The Templeton Trust currently consists of eight separate series, and the VIP Trust consists of twenty-five separate series. Each Fund's Declaration of Trust permits the Trustees to create additional series of shares at any time. The Funds currently serve as the underlying investment medium for variable annuity contracts and variable life insurance policies issued by various insurance companies. The Funds have entered into investment management agreements with certain investment managers ("Investment Managers") directly or indirectly owned by Franklin Resources, Inc. ("Resources"), a publicly owned company engaged in the financial services industry through its subsidiaries.

  • Manager's Representations The Manager represents and warrants that (i) it is registered as an investment adviser under the Investment Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) it is not prohibited by the 1940 Act or the Investment Advisers Act from performing the services contemplated by this Agreement; (iii) it has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) it has the authority to enter into and perform the services contemplated by this Agreement, and (v) it will immediately notify the Sub-Advisor of the occurrence of any event that would disqualify the Manager from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Employee’s Representations Employee represents and warrants that Employee is free to enter into this Agreement and to perform each of the terms and covenants in it. Employee represents and warrants that Employee is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, and that Employee’s execution and performance of this Agreement is not a violation or breach of any other agreement or other legal obligation between Employee and any other person or entity.

  • Company Representations The Company represents and warrants to the Purchaser that:

  • Covenants; Representations 26 (e) Defaults..............................................................................26 (f) Material Adverse Change...............................................................26 4.2. Conditions to First Loan..............................................................26 (a) Articles, Bylaws......................................................................26 (b) Evidence of Authorization.............................................................26 (c) Legal Opinions........................................................................27 (d) Incumbency............................................................................27 (e) Note..................................................................................27 (f) Documents.............................................................................27 (g) Consents..............................................................................27 (h)

  • Tenant’s Representations In addition to any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Agreement, Tenant hereby represents and warrants to Landlord as follows:

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