LIABILITY, REPRESENTATIONS AND WARRANTIES Sample Clauses

LIABILITY, REPRESENTATIONS AND WARRANTIES. I (we) the undersigned agree to hold harmless & release KRLLC from any and all future claims resulting from; a) discrepancies in square footage and room measurements, b) any act of negligence by the seller, c) occupancy issues prior to and after closing if a buyer moved items in and/or occupied the home prior to closing, d) emotional distress resulting from any issues the buyers may have after purchasing the home, e) any other liability
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LIABILITY, REPRESENTATIONS AND WARRANTIES. A. The Designers are responsible for the visual and/or aural aspects of the Opera only, and it is understood that all specifications relate solely to the sound or to the appearance of the scenery, costumes, lighting, and projections, and not to matters of safety. Designer agrees to make prompt correcting alterations to any specification found by the Employer to be incompatible with proper safety precautions. B. The Employer will indemnify, defend, save, and hold the Designer(s), their heirs, executors, administrators, and assigns harmless from and against any and all liability, charges, costs, expenses, claims, and/or other loss, including reasonable attorneys' fees, whatsoever which they may suffer by reason of the designs furnished hereunder. C. Employer agrees that it shall carry comprehensive general liability insurance applicable to any claims that may arise due to any work that performed under this Agreement. Designer shall be furnished with a copy of certificate of such insurance, upon request.
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LIABILITY, REPRESENTATIONS AND WARRANTIES. I (we) the undersigned agree to hold harmless & release KRLLC from any and all future claims resulting from; a) discrepancies in square footage and room measurements, b) any act of negligence by the seller, c) occupancy issues prior to and after closing if a buyer moved items in and/or occupied the home prior to closing, d) emotional distress resulting from any issues the buyers may have after purchasing the home, e) any other liability or issue from purchasers including any xxxxxxx money deposit issues. Seller hereby by represents to the best of their knowledge that the information provided to the broker as to the measurements of the home and condition of the home is accurate. Seller assumes full responsibility for any inaccuracies on data provided to broker as far as condition, square footage, lot size, acreage, wetland issues, easements, mold, survey and any other
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LIABILITY, REPRESENTATIONS AND WARRANTIES. 7.1 Each party represents and warrants to the other party, as of the Effective Date, that: 7.1.1 such party is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation and is authorized to do business to the extent necessary to fulfil its obligations hereunder; 7.1.2 such party is duly authorized to execute and deliver this Agreement and the person or persons executing this Agreement on its behalf have been duly authorized to do so by all requisite corporate or partnership action; 7.1.3 this Agreement is legally binding upon such party, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such party; and 7.2 Lonza warrants that the patents and patent applications included in the Patent Rights are the only patents and patent applications that must be licensed from Lonza and/or its Affiliates in order to operate the System. 7.3 OncoMed hereby acknowledges that in order to exploit the rights granted herein OncoMed may require licences under third party patent rights that may be [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. infringed by the use by OncoMed of the rights licensed herein and it is hereby agreed that it shall be OncoMed’s responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences. 7.4 THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXPRESSLY IN LIEU OF AND EXCLUDE, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE. Notwithstanding anything to the contrary in the foregoing, the MSA, REA and Collaboration Agreement contain other representations and warranties which shall continue to apply as provided therein. 7.5 OncoMed hereby acknowledges that in order to exploit the rights contained herein OncoMed may require licenses under Lonza or third party patent rights that may be infringed by the use by OncoMed of the rights licensed herein and it is hereby agreed that it shall be OncoMed’s responsibility to satisfy itself as to the need for such licenses and if...
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LIABILITY, REPRESENTATIONS AND WARRANTIES. A. The Designers are responsible for the visual and/or aural aspects of the Production only, and it is understood that all specifications relate to those aspects of the design and not to matters of safety. The Designer agrees to make prompt correcting alterations to any specification found by the Employer to be incompatible with proper safety precautions. B. The Employer will indemnify, defend, save, and hold the Designer(s), their heirs, executors, administrators, and assigns harmless from and against any and all liability, charges, costs, expenses, claims, and/or other loss, including attorneys' fees, whatsoever which they may suffer by reason of the designs furnished hereunder. C. The Employer agrees that it shall carry comprehensive general liability insurance applicable to any claims that may arise due to any work performed under this Agreement. The Designer shall be furnished with a copy of the certificate of such insurance, upon request.
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LIABILITY, REPRESENTATIONS AND WARRANTIES. A. The Employer acknowledges that the Employees are responsible for the visual and/or aural aspects of the Production only, and it is understood that all specifications relate to those aspects of the design and not to matters of safety. The B. The Employer will indemnify, defend, save, and hold the Designers and Assistants, their heirs, executors, administrators, and assigns harmless from and against any and all liability, charges, costs, expenses, claims, and/or other loss, including attorneys' fees, whatsoever which they may suffer by reason of the designs furnished hereunder, except for a Designer’s material breach of any representation, warranty or agreement contained herein. C. The Designer shall submit a list containing complete and accurate information that is known, should be known, or that is reasonably ascertainable, regarding any aspect of the design, or any elements within the design to which another party may claim rights or ownership, for approval and clearance by Employer. Designer agrees to provide replacement content for any material not approved by Employer or for which Employer is unable to obtain clearance for use. D. With the exception of all designs and elements listed pursuant to Article XX (C) above, the Designer represents and warrants that their designs are original and that the designs and/or elements thereof, do not and will not violate or infringe upon any right whatsoever of any party including, but not limited to, copyright, trademark, contract, property, or civil right. E. The Employer agrees that it shall carry comprehensive general liability insurance applicable to any claims that may arise due to any work performed under this Agreement. The Employees shall be furnished with a copy of the certificate of such insurance, upon request.
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LIABILITY, REPRESENTATIONS AND WARRANTIES. A. The Designers are responsible for the visual and/or aural aspects of the production only, and it is understood that all specifications relate solely to the sound or to the appearance of the setting, costumes and/or lighting or projections, and not to matters of safety. The Designers agree to make prompt correcting alterations to any specification found to be incompatible by the Theatre with proper safety precautions. B. Except to the extent that the Designer(s) has breached a representation, warranty, or agreement contained herein, the Theatre will indemnify, defend, save, and hold the Designer(s), and their heirs, executors, administrators, and assigns, harmless from and against any and all liability, charges, costs, expenses, claims, and/or other loss, including reasonable attorneys' fees, whatsoever which they may suffer by reason of the designs furnished hereunder. C. Designer shall submit a list containing complete and accurate information that is known, should be known, or that is reasonably ascertainable, regarding any aspect of the design, or any elements within the design to which another party may claim rights or ownership, for approval and clearance by Theatre. Designer agrees to provide replacement content for any material not approved by Theatre or for which Theatre is unable to obtain clearance for use. D. With the exception of all designs and elements listed pursuant to Article XXII(C) above, the Designer represents and warrants that, to the best of their knowledge and in the exercise of reasonable due diligence, their designs are original and that the designs and/or elements thereof, do not and will not violate or infringe upon any right whatsoever of any party including, but not limited to, copyright, trademark, contract, property or civil right. E. The Theatre agrees to carry comprehensive general liability insurance applicable to any claims that might arise due to any work performed under this Agreement.
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Related to LIABILITY, REPRESENTATIONS AND WARRANTIES

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

  • Your Representations and Warranties You represent and warrant to us that: (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

  • 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.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • 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.

  • 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.

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • 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:

  • Assignor’s Representations and Warranties Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.

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