Common use of REPRESENTATION AND INDEMNIFICATION Clause in Contracts

REPRESENTATION AND INDEMNIFICATION. (a) The Company shall be deemed to make a continuing representation of the accuracy of any and all material facts, material information and data which it supplies to the Consultant and the Company acknowledges its awareness that the Consultant will rely on such continuing representation in disseminating such information and otherwise performing its public relations functions. (b) The Consultant, in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. (c) The Company hereby agrees to indemnify the Consultant against, and to hold the Consultant harmless from, any claims, demands, suits, loss, damages, etc. arising out of the Consultant's reliance upon the accuracy and continuing accuracy of such facts, material, information and data, unless the Consultant has been negligent in fulfilling his duties and obligations hereunder. (d) The Company hereby agrees to indemnify the Consultant against, and to hold the Consultant harmless from, any claims, demands, suits, loss, damages, etc. arising out of the Consultant's reliance on the general availability of information supplied to the consultant and the Consultant's ability to promulgate such information, unless the Consultant has been negligent in fulfilling his duties and obligations hereunder. (e) The Company hereby authorizes the Consultant to issue, in the Consultant's sole discretion, corrective, amendatory, supplemental or explanatory press releases, shareholder communications and reports, or data supplied to analysts, broker-dealers, market makers or other members of the financial community. (f) The Company shall endeavor to appoint and nominate the Consultant to be a member of the Company's Board of Directors during the Term.

REPRESENTATION AND INDEMNIFICATION. (a) The Company A. COMPANY shall be deemed to make a continuing representation of the accuracy of any and all material facts, material information materials, information, and data which it supplies to the Consultant IIRG and the Company COMPANY acknowledges its awareness that the Consultant IIRG will rely on such continuing representation in disseminating such information and otherwise performing its public investor relations functions. (b) The ConsultantB. IIRG, in the absence of notice in writing from the CompanyCOMPANY, will rely on the continuing accuracy of materialmaterials, information information, and data supplied by the CompanyCOMPANY. (c) The Company C. COMPANY hereby agrees to hold harmless and indemnify the Consultant against, and to hold the Consultant harmless from, IIRG against any claims, demands, suits, loss, damages, etc. ., arising out of the ConsultantIIRG's reliance upon the accuracy and continuing accuracy of such facts, materialmaterials, information and data, unless the Consultant IIRG has been negligent in fulfilling his performing its duties and obligations hereunder. (d) The Company hereby agrees to indemnify the Consultant against, and to hold the Consultant harmless from, any claims, demands, suits, loss, damages, etc. arising out of the Consultant's reliance on the general availability of information supplied to the consultant and the Consultant's ability to promulgate such information, unless the Consultant has been negligent in fulfilling his duties and obligations hereunder. (e) The Company hereby authorizes the Consultant to D. IIRG shall issue, in the Consultant's sole discretionas required upon written approval of COMPANY, corrective, amendatory, supplemental supplemental, or explanatory press releases, shareholder communications and reports, or data supplied to analysts, broker-dealers, market makers makers, or other members of the financial community. (f) E. COMPANY shall cooperate fully and timely with IIRG to enable IIRG to perform its duties and obligations under this Agreement. F. The Company shall endeavor to appoint execution and nominate performance of this Agreement by COMPANY has been duly authorized by the Consultant to be a member of the Company's Board of Directors during of COMPANY in accordance with applicable law, and to the Termextent required by the requisite number of shareholders of COMPANY. G. The performance by COMPANY of this Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws of COMPANY or any contractual obligation by which COMPANY may be bound. H. COMPANY shall promptly deliver to IIRG a complete due diligence package to include latest Form 10-QSB, last 6 months of press releases and all other relevant materials, including but not limited to corporate reports, brochures, etc. I. COMPANY shall promptly deliver to IIRG a list of names and addresses of all shareholders of COMPANY, which it is aware. This list shall be upgraded at IIRG's request. J. COMPANY shall promptly deliver to IIRG a list of brokers and market makers of COMPANY'S securities, which have been following COMPANY.

REPRESENTATION AND INDEMNIFICATION. (a) The Company A. COMPANY shall be deemed to make a continuing representation of the accuracy of any and all material facts, material information materials, information, and data which it supplies to the Consultant IIRG and the Company COMPANY acknowledges its awareness that the Consultant IIRG will rely on such continuing representation in disseminating such information and otherwise performing its public investor relations functions. (b) The ConsultantB. IIRG, in the absence of notice in writing from the CompanyCOMPANY, will rely on the continuing accuracy of materialmaterials, information information, and data supplied by the CompanyCOMPANY. (c) The Company C. COMPANY hereby agrees to hold harmless and indemnify the Consultant against, and to hold the Consultant harmless from, IIRG against any claims, demands, suits, loss, damages, etc. ., arising out of the ConsultantIIRG's reliance upon the accuracy and continuing accuracy of such facts, materialmaterials, information and data, unless the Consultant IIRG has been negligent in fulfilling his performing its duties and obligations hereunder. (d) The Company hereby agrees to indemnify the Consultant against, and to hold the Consultant harmless from, any claims, demands, suits, loss, damages, etc. arising out of the Consultant's reliance on the general availability of information supplied to the consultant and the Consultant's ability to promulgate such information, unless the Consultant has been negligent in fulfilling his duties and obligations hereunder. (e) The Company hereby authorizes the Consultant to D. IIRG shall issue, in the Consultant's sole discretionas required upon written approval of COMPANY, corrective, amendatory, supplemental supplemental, or explanatory press releases, shareholder communications and reports, or data supplied to analysts, broker-dealers, market makers makers, or other members of the financial community. (f) E. COMPANY shall cooperate fully and timely with IIRG to enable IIRG to perform its duties and obligations under this Agreement. F. The Company shall endeavor to appoint execution and nominate performance of this Agreement by COMPANY has been duly authorized by the Consultant to be a member of the Company's Board of Directors during of COMPANY in accordance with applicable law, and to the Termextent required by the requisite number of shareholders of COMPANY. G. The performance by COMPANY of this Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws of COMPANY or any contractual obligation by which COMPANY may be bound. H. COMPANY shall promptly deliver to IIRG a complete due diligence package to include latest 10K, latest 10Q, last 6 months of press releases and all other relevant materials, including but not limited to corporate reports, brochures, etc. I. COMPANY shall promptly deliver to IIRG a list of names and addresses of all shareholders of COMPANY which it is aware. This list shall be upgraded at IIRG's request. J. COMPANY shall promptly deliver to IIRG a list of brokers and market makers of COMPANY'S securities, which have been following COMPANY. K. Because IIRG will rely on such information to be supplied it by COMPANY, all such information shall be true, accurate, complete and not misleading in all respects. L. COMPANY shall act diligently and promptly in reviewing materials submitted to it by IIRG to enhance timely distribution of the materials and shall inform IIRG of any inaccuracies contained therein within a reasonable time prior to the projected or known publication date.

REPRESENTATION AND INDEMNIFICATION. (a) The Company a. COMPANY shall be deemed to make a continuing representation of the accuracy of any and all material facts, material information materials, information, and data which it supplies to the Consultant CIR and the Company COMPANY acknowledges its awareness that the Consultant CIR will rely on such continuing representation in disseminating such information and otherwise performing its public investor relations functions. (b) The Consultantb. CIR, in the absence of notice in writing from the CompanyCOMPANY, will rely on the continuing accuracy of materialmaterials, information information, and data supplied by the CompanyCOMPANY. (c) The Company c. COMPANY hereby agrees to hold harmless and indemnify the Consultant against, and to hold the Consultant harmless from, CIR against any claims, demands, suits, loss, damages, etc. ., arising out of the Consultant's CIR'S reliance upon the instant accuracy and continuing accuracy of such facts, materialmaterials, information information, and data, unless the Consultant CIR has been negligent in fulfilling his performing its duties and obligations hereunder. (d) The Company hereby agrees to indemnify the Consultant against, and to hold the Consultant harmless from, any claims, demands, suits, loss, damages, etc. arising out of the Consultant's reliance on the general availability of information supplied to the consultant and the Consultant's ability to promulgate such information, unless the Consultant has been negligent in fulfilling his duties and obligations hereunder. (e) The Company d. COMPANY hereby authorizes the Consultant CIR to issue, in the Consultant's CIR'S sole discretion, corrective, amendatory, supplemental supplemental, or explanatory press releases, shareholder communications and reports, or data supplied to analysts, broker-broker- dealers, market makers makers, or other members of the financial community. (f) e. COMPANY shall cooperate fully and timely with CIR to enable CIR to perform its duties and obligations under this agreement. f. The Company shall endeavor to appoint execution and nominate performance of this Consulting Agreement by COMPANY has been duly authorized by the Consultant to be a member of the Company's Board of Directors during of COMPANY in accordance with applicable law, and, to the Termextent required, by the requisite number of shareholders of COMPANY. g. The performance by COMPANY of this agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws of COMPANY or any contractual obligation by which COMPANY may be bound. h. COMPANY shall promptly deliver to CIR a complete due diligence package to include latest 10K, latest 10Q, last 6 months of press releases and all other relevant materials, including but not limited to corporate reports, brochures, etc. i. COMPANY shall promptly deliver to CIR a list of names and addresses of all shareholders of COMPANY which it is aware. This list shall be upgraded at CIR'S request. j. COMPANY shall promptly deliver to CIR a list of brokers and market makers of COMPANY'S securities which have been following COMPANY. k. Because CIR will rely on such information to be supplied it by COMPANY, all such information shall be true, accurate, complete and not misleading, in all respects, except as limited to the knowledge of Company in paragraph (i) above. l. COMPANY shall act diligently and promptly in reviewing materials submitted to it by CIR to enhance timely distribution of the materials and shall inform CIR of any inaccuracies contained therein within a reasonable time prior to the projected or known publication date.

REPRESENTATION AND INDEMNIFICATION. (a) a. The Company shall be deemed to make a continuing representation of the accuracy of any and all material facts, material information materials, information, and data which it supplies to the Consultant HCS and the Company COMPANY acknowledges its awareness that the Consultant HCS will rely on such continuing representation in disseminating such information and otherwise performing its public investor relations functions. (b) The Consultantb. HCS, in the absence of notice in writing from the CompanyCOMPANY, will rely on the continuing accuracy of materialmaterials, information information, and data supplied by the CompanyCOMPANY. (c) c. The Company COMPANY hereby agrees to hold harmless and indemnify the Consultant against, and to hold the Consultant harmless from, HCS against any claims, demands, suits, loss, damages, etc. ., arising out of the ConsultantHCS's reliance upon the accuracy and continuing accuracy of such facts, materialmaterials, information information, and data, unless the Consultant HCS has been negligent in fulfilling his performing its duties and obligations hereunder. (d) d. The Company hereby agrees to indemnify the Consultant against, and to hold the Consultant harmless from, any claims, demands, suits, loss, damages, etc. arising out of the Consultant's reliance on the general availability of information supplied to the consultant and the Consultant's ability to promulgate such information, unless the Consultant has been negligent in fulfilling his duties and obligations hereunder. (e) The Company COMPANY hereby authorizes the Consultant HCS to issue, in the Consultant's HCS'S sole discretion, corrective, amendatory, supplemental supplemental, or explanatory press releases, shareholder communications and reports, or data supplied to analystsanalyst, broker-dealers, market makers market-makers, or any other members of the financial community. (f) e. The Company COMPANY shall endeavor cooperate fully and timely with HCS to appoint enable HCS to perform its duties and nominate obligations under this Consulting Agreement. f. The execution and performance of this Consulting Agreement by the Consultant to be a member of COMPANY has been duly authorized by the Company's Board of Directors during of the TermCOMPANY in accordance with applicable law, and, to the extent required, by the requisite number of shareholders of the COMPANY. g. The performance by the COMPANY of this consulting Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or by-laws of the COMPANY or any contractual obligation by which the COMPANY may be bound. h. The COMPANY activities pursuant to this Consulting Agreement or as contemplated by this Consulting Agreement do not constitute and shall not constitute acting as a Securities broker or dealer under Federal or State Securities laws; any contact between the COMPANY and a potential investor in the COMPANY shall be such that the COMPANY would be acting merely as a finder or as a consultant with respect to such prospective investor obligations under this Agreement. i. The execution and performance of this Consulting Agreement by the COMPANY has been duly authorized by the Board of Directors of the COMPANY in accordance with applicable law, and, to the extent required, by the requisite number of shareholders of the COMPANY. j. The performance by the COMPANY of this Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or by-laws of THE COMPANY or any contractual obligation by which the COMPANY may be bound. k. The COMPANY shall promptly deliver to HCS'S a complete due diligence package to include the latest 10-Q , last six [6] months of press releases and all other relevant materials, including, but not limited to corporate reports, brochures, etc. l. The COMPANY shall promptly deliver to HCS a list of names and addresses of all shareholders of the COMPANY which it is aware. This shareholder list shall be upgraded at HCS'S request. The COMPANY agrees to furnish to HCS a copy of all DTC sheets on a weekly basis. m. The COMPANY shall promptly deliver to HCS a list of all brokers and market makers of the COMPANY'S Securities, known to the COMPANY, which have been following the COMPANY. n. Because HCS will rely on such information to be supplied by the COMPANY, all such information shall be true, accurate, complete and not misleading, in all respects. o. The COMPANY shall act diligently and promptly in reviewing materials submitted to it by HCS to enhance timely distribution of the materials and shall inform HCS of any inaccuracies contained therein within a reasonable time prior to the projected or known publication date. p. The execution and performance of this Consulting Agreement by HCS has been duly authorized by the Board of Directors of HCS in accordance with applicable law, and, to the extent required, by the requisite number of shareholders of HCS. q. The performance by HCS of this Consulting Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or by-laws of HCS or any contractual obligation by which HCS may be bound. r. HCS'S activities pursuant to this Consulting Agreement or as contemplated by this Consulting Agreement do not constitute and shall not constitute acting as a Securities broker or dealer under Federal or State Securities laws; any contact between HCS and a potential investor in the COMPANY shall be such as that HCS would be acting merely as a finder or consultant with respect to such prospective investor.

REPRESENTATION AND INDEMNIFICATION. (a) The Company COMPANY shall be deemed to make a continuing representation of the accuracy of any and all material facts, material information information, and material data which it supplies to the Consultant and the Company COMPANY acknowledges its awareness that the Consultant will rely on such continuing representation in disseminating such information and otherwise performing its their public relations functions. (b) The Consultant, in the absence of notice in writing from the CompanyCOMPANY, will rely on the continuing accuracy of material, information information, and data supplied by the CompanyCOMPANY. (c) The Company COMPANY hereby agrees to indemnify the Consultant against, and to hold the Consultant harmless from, any claims, demands, suits, losslosses, damages, etc. arising out of the Consultant's CONSULTANTS reliance upon the accuracy and continuing accuracy of such material facts, materialmaterial information, information and material data, unless the Consultant has been negligent in fulfilling his its duties and obligations hereunder. (d) The Company COMPANY hereby agrees to indemnify the Consultant against, and to hold the Consultant harmless from, any claims, demands, suits, losslosses, damages, etc. arising out of the Consultant's CONSULTANTS reliance on the general availability of information infonnation supplied to the consultant and the Consultant's ability to promulgate such information, Consultant unless the Consultant has been negligent in fulfilling his their duties and obligations hereunder. (e) The Company OThe COMPANY hereby authorizes the Consultant to issue, in the Consultant's sole discretion, corrective, issue correctly; amendatory, supplemental supplemental, or explanatory press releasesexplanatory, shareholder communications and reports, or data supplied to analysts, broker-dealers, market makers makers, or other members of the financial community. (f) The Company shall endeavor to appoint and nominate the Consultant to be a member of the Company's Board of Directors during the Term.