Representation, Warranty and Indemnity Sample Clauses

Representation, Warranty and Indemnity. 2.1 The Warrantors jointly and severally represent and warrant to SDL that neither the amendments made in Clause 1 above nor the consummation of the transactions contemplated thereby will violate or breach or result in a violation or breach of (i) any applicable laws or (ii) any negative tax, accounting and regulatory compliance consequences with respect to SDL, any Warrantor or their respective affiliates as compared to the original Reorganization steps set forth in Clause 2 of the Deed prior to the execution of this Second Amendment.
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Representation, Warranty and Indemnity. (a) Look Smart represents and warrants, with respect to any material or information which it provides in connection with the underwriting credit, or for advertising or promotion of the Series, that it will obtain the necessary permissions and releases and that the use of such material or information as contemplated by this Agreement will not violate or infringe upon the personal or proprietary rights of any third parties. EBC represents and warrants, with respect to any material or information which it provides in connection with the underwriting credit or for advertising or promotion of the Series, that it will obtain the necessary permissions and releases and that the use of such material or information will not violate or infringe upon the personal or proprietary rights of any third parties.
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Representation, Warranty and Indemnity. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Iceland hereby:
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Representation, Warranty and Indemnity. The parties acknowledge that the Company has provided you with various forms of compensation in connection with your employment with the Company.
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Representation, Warranty and Indemnity. Contractor hereby represents and warrants that it possesses all necessary rights and privileges to grant the foregoing limited licenses in the Stock Materials as set forth in this Section 5. Should any of the foregoing become, or in Contractor’s opinion, be likely to become, the subject of any third-party infringement claim, Contractor may, at its option, but shall not be obligated to: (a) indemnify, defend, and hold harmless Client and its employees, agents, successors, and assigns from and against any and all losses arising from or in connection with such claim; (b) procure for Client, at no additional cost to Client, the right to continue to use the allegedly infringing item; or (c) replace and/or modify the allegedly infringing item to make it non-infringing. If Contractor elects not to remedy the infringement by procuring the right to continue to use or by replacing or modifying the allegedly infringing item, then either party may immediately terminate the applicable Statement of Work and Contractor shall return the amount of any payments actually delivered by Client to Contractor thereunder. The foregoing represents Client’s sole and complete remedy with respect to any third-party claim of infringement.
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Representation, Warranty and Indemnity. 5.1 Each Party represents and warrants to the other as that it is competent and free to enter into this Agreement and is not under any disability, restriction, or prohibition, contractual or otherwise, which might prevent them from effectuating any terms of this Agreement. 5.2 Licensor represent, warrant and undertake to the Licensee: a. that it is legally competent to enter into and has the full right, power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and that this Agreement constitutes valid and legally binding obligations on it, enforceable against it in accordance with terms contained thereof; b. that it is the sole, exclusive and unencumbered owner of all rights, title and interest, including intellectual property rights in the Content and the underlying works, including script, screenplay, dialogues and music of the Content and the Licensor is unaware of any infringement, or likely infringement of, any of the said rights, including the Licensed Rights; c. that no litigation, arbitration, or administrative proceedings are threatened, pending, which call into question the validity or performance of its obligations under this Agreement; d. that it has complied with all applicable laws, regulations, directives, policies, guidelines and codes of conduct in relation to the production, completion and delivery of the Content; e. that nothing contained in the Content is obscene or libelous or defamatory or derogatory to any religion or belief, contrary to public policy, or capable of stirring communal discontent/disharmony or infringe the copyright, right of privacy, right of publicity, moral right, performers' right, performers' property right or any other right whatsoever of any person, including any right under common law or statutory rights of any kind including any broadcasting regulations; f. that the Content and the Delivery Materials will be provided and delivered as diligently and expeditiously as possible in accordance with the specifications required by the Licensee on or before the Delivery Date; g. that the material used by the Licensor for the Content are in first class condition and of first class technical quality suitable for suitable for broadcast on commercial television and for the manufacture of videograms; h. that all Delivery Materials provided by the Licensor shall comply with all contractual credit and other obligations whatsoever to third parties connected with it and that Licensee shall...
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Representation, Warranty and Indemnity 
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Related to Representation, Warranty and Indemnity

  • WARRANTY AND INDEMNITY 9.1. The Contractor warrants to the Department that the obligations of the Contractor under this Contract will be performed by appropriately qualified and trained personnel with reasonable skill, care and diligence and to such high standards of quality as it is reasonable for the Department to expect in all the circumstances. The Department will be relying upon the Contractor's skill, expertise and experience in the performance of the Project and also upon the accuracy of all representations or statements made and the advice given by the Contractor in connection with the performance of the Project and the accuracy of any documents conceived, originated, made or developed by the Contractor as part of this Contract. The Contractor warrants that any goods supplied by the Contractor forming part of the Services will be of satisfactory quality and fit for their purpose and will be free from defects in design, material and workmanship.

  • 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.

  • REPRESENTATION AND INDEMNIFICATION The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. 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. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services.

  • 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.

  • 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.

  • Survival of Representations and Indemnity The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

  • Representations Warranties and Indemnities You represent and warrant to Prime Publishing and its Affiliates that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Paragraphs 3 and 5 above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to Prime Publishing by you, and Prime Publishing's and its Affiliates' exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by Prime Publishing and its Affiliates as permitted hereunder, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, and (f) all factual statements submitted by you are accurate and not misleading. You agree to indemnify, defend, and hold Prime Publishing and its Affiliates harmless from all claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from your breach of any representation or warranty set forth in this paragraph. 8)

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

  • 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, Warranties and Indemnities The respective agreements, representations, warranties, and indemnities contained in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of you, any Underwriter or the Company, or any of your or their respective officers or directors or controlling persons, and will survive delivery of and payment for the Securities and the Unit Purchase Option.

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