REPRESENTATION AND WARRANTIES; INDEMNIFICATION Sample Clauses

REPRESENTATION AND WARRANTIES; INDEMNIFICATION. 5.1 The Employee warrants and represents that he is duly qualified to perform his duties hereunder, and further covenants that in performing his duties hereunder, he will not engage in activity that is in violation of applicable laws or subject the Company to liability thereunder. The Employee further warrants that his execution of this Agreement and the performance of services hereunder does not violate any agreement to which Employee is a party nor give any prior employer, partner, associate or any other person any legal or equitable rights against the Employee or the Company.
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REPRESENTATION AND WARRANTIES; INDEMNIFICATION. 8.1 RGI represents and warrants that RGI and the Relevant Staff:
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REPRESENTATION AND WARRANTIES; INDEMNIFICATION a. Talent represents and warrants that Talent has the right and power, and is not under any restriction or prohibition, whether contractual or otherwise, with respect to Talent’s right, to enter into and fully perform this Agreement and to grant Garmin the rights herein granted.
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REPRESENTATION AND WARRANTIES; INDEMNIFICATION. SLG represents, warrants and covenants that (i) the software to be utilized with respect to the SLG Events is of original development by SLG, (ii) SLG is the owner of the software and hardware, (iii) SLG has the unfettered right to utilize it in connection with the SLG Events, (iv) the SLG software and hardware is free and clear of any liens, claims and encumbrances, and (v) the SLG software and hardware shall not damage any of _______________’s software or hardware or result in a loss of information. SLG will indemnify, defend and hold _______________ and its affiliates, employees, agents, officers, and directors (collectively, “_______________ Indemnified Parties”) harmless, at SLG’s expense, from any claims, demands, actions, suits, damages, losses, liabilities, costs or expenses of any nature, including, without limitation, reasonable attorneys’ fees, incurred by _______________ Indemnified Parties as a result of any breach of this Agreement by SLG or any of the representations or warranties contained in this Section 9, including but not limited to claims of infringement or misappropriation. In the event of an infringement claim, SLG shall have no obligation pursuant to this Section 9 to the extent the claim is caused by the modification of the software or hardware by _______________, its employees, contractors or agents. If the unmodified software or hardware becomes, or in SLG’s opinion is likely to become, the subject of a claim of infringement or misappropriation, SLG shall, at its option and expense, promptly either: (i) modify or replace the software and/or hardware, as the case may be, to be non-infringing while giving equivalent performance and functionality, or (ii) obtain for _______________ the right to continue using the software and/or hardware, as the case may be, under terms substantially similar to those then in effect under this Agreement.
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REPRESENTATION AND WARRANTIES; INDEMNIFICATION. The Employee warrants and represents that he is duly qualified to perform his duties hereunder, and further covenants that in performing his duties hereunder, he will not engage in activity that is in violation of applicable laws or subject the Company to liability thereunder. The Employee further warrants that his execution of this Agreement and the performance of services hereunder does not violate any agreement to which Employee is a party nor give any prior employer, partner, associate or any other person any legal or equitable rights against the Employee or the Company. The Employee shall be entitled to such indemnification by the Company as is prescribed in the laws of the State of Florida or in the Charter or Bylaws of the Company.
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REPRESENTATION AND WARRANTIES; INDEMNIFICATION. 7.1 SBC represents and warrants that SBC and the Relevant Staff:
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REPRESENTATION AND WARRANTIES; INDEMNIFICATION a. Each party represents and warrants to the other party that (i) it has the full corporate rights, power and authority to enter into this Agreement and to perform the acts required of it hereunder, including granting the licenses set forth herein; (ii) the execution of this Agreement and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is otherwise bound or applicable; and (iii) it will perform its obligations and exercise its rights under this Agreement in accordance with all applicable laws and regulations.
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REPRESENTATION AND WARRANTIES; INDEMNIFICATION 
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Related to REPRESENTATION AND WARRANTIES; INDEMNIFICATION

  • 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.

  • Survival of Representations and Warranties Indemnification 37 11.1 Survival of Representations and Warranties............................ 37 11.2

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Preferred Stock. The indemnification obligations of the Company as set forth in the indemnification rider identified as Exhibit B ("Indemnification Rider") to the February 4, 1998 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

  • Survival of Representations and Warranties; Indemnity All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by the Company in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Securities. Unless the Company otherwise agrees in writing, the Subscriber shall and hereby does indemnify and hold harmless the Company from and against any and all losses, expenses, liabilities and other claims and damages relating to or arising out of any breach of any representation, warranty or covenant made by the Subscriber in this Agreement.

  • Representations Warranties and Indemnification You represent and warrant that: (i) You own or control all rights necessary to make the grant of rights, licenses, and permissions listed in Section 2, and that the exercise of such rights, licenses, and permissions shall not violate or infringe the rights of any third party, and (ii) any use of the Custom Codes shall be in accordance with the terms of this Exhibit C and shall not infringe any third party rights or violate any applicable laws, directives, rules, and regulations of any governmental authority in the Territory or anywhere else in the world. You agree to indemnify and hold Apple, its subsidiaries and affiliates (and their respective directors, officers, and employees) harmless from all losses, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions, or other proceedings arising from a breach of the representations and warranties set for h in this Section, or a breach of any other term of the Agreement and this Schedule 1.

  • REPRESENTATIONS; INDEMNIFICATION 2.1. The Trust represents to the Distributor that all registration statements with respect to Shares and shareholder reports with respect to the Trust or any Fund, if applicable, filed by the Trust with the SEC, have been prepared in conformity with the requirements of the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and rules and regulations of the SEC thereunder. The Trust/Fund further represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, and any shareholder report, when such report is filed, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement or shareholder report will be true and correct in all material respects when such registration statement becomes effective, or when such shareholder report is filed; and that no registration statement, when such registration statement becomes effective, and no shareholder report, when such shareholder report is filed, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; provided, however, that the foregoing representations and warranties shall not apply to any untrue statement of material fact or omission made in any registration statement or shareholder report in reliance upon and in conformity with any information furnished to the Trust by the Distributor or any affiliate thereof and used in preparation thereof. The Trust authorizes the Distributor and authorized Intermediaries to use any prospectus or statement of additional information in the form furnished from time-to-time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information.

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

  • Survival of Representations and Warranties and Agreements All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Survival of Representations and Warranties, Etc All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of the Borrower, any Subsidiary or any other Loan Party to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of the Borrower prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with closing the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower in favor of the Administrative Agent or any of the Lenders under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Termination Date is effectuated pursuant to Section 2.11. and the date of the occurrence of any Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.

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