Representations and Indemnification Sample Clauses

Representations and Indemnification a.) The Company shall be deemed to make a representation of the accuracy of any and all material facts, material, information, and data which it supplies to the Consultant as of the date it supplies such information and data to the Consultant and the Company acknowledges its awareness that the Consultant will rely on such representation in disseminating such information and otherwise performing its financial public relations functions hereunder. b.) The Consultant will regularly consult with the Company in order to ensure that it has current materially accurate information pertaining to the Company. The Consultant will not use, disclose, sell, publish or otherwise make available any information pertaining to the Company in any manner or to any person for any purpose other than as expressly provided for herein and will comply in all respects with all applicable federal and state securities laws, rules and regulations in performing its duties hereunder, including but not limited to making appropriate public disclosures concerning its compensation hereunder and concerning its acquisition, if at all, of shares of the Company’s common stock in open market transactions, or otherwise. c.) The Consultant represents and warrants to the Company (as to the acquisition the Company’s restricted stock that may be acquired by the Consultant hereafter) that: (1) the Consultant is an accredited investor, as such term is defined under the Securities Act of 1933, as amended (the “Securities Act”) and/or other otherwise has such knowledge and experience in financial, business and investment matters that the Consultant considers itself a sophisticated investor capable of understanding the risks involved concerning the Company and the shares of the Company’s common stock it may acquire hereafter; (2) such shares are restricted securities within the meaning of the Securities Act and accordingly, cannot be sold or otherwise transferred by the Consultant absent registration under the Securities Act, which the Company has no obligation to so effect, or an exemption therefrom; and (3) that the shares that may be acquired by the Consultant with investment intent and not with a view toward the distribution thereof. d.) The Company hereby agrees to indemnify the Consultant, its officers, directors, employees and agents (collectively, the “Consultant Indemnitees”) from and against, and to hold each of the Consultant Indemnitees harmless from, any claims, demands, suits, loss, damages (i...

Representations and Indemnification. (a) G*A*C represents and warrants to Affiliate that (i) it is a corporation duly organized and validly existing under the laws of the State of Colorado; (ii) G*A*C has the corporate power and authority to enter into this Agreement and to fully perform its obligations hereunder; (iii) G*A*C is under no contractual or other legal obligation which in any way interferes with its ability to fully, promptly and completely perform hereunder; and (iv) nothing contained in the Service shall violate the civil or property rights, copyrights, trademark rights or right of privacy of any person, firm or corporation except that no representation and warranty is given with respect to music performance rights. (b) Affiliate represents and warrants to G*A*C that (i) Affiliate is a corporation duly organized and validly existing under the laws of the State of Colorado; (ii) Affiliate has the requisite power and authority to enter into this Agreement and to fully perform its obligations hereunder; (iii) Affiliate's Systems are operating, with respect to any cable television system, pursuant to valid franchise agreements, or licenses or other permits duly authorized by proper local authorities, or with respect to any satellite master antenna television systems, pursuant to valid agreements with third parties granting affiliate all necessary rights; and (iv) Affiliate is under no contractual or other legal obligation which in any way interferes with its ability to fully, promptly and completely perform hereunder. (c) Affiliate and G*A*C shall each indemnify and forever hold harmless the other, the other's affiliate companies and their respective officers, directors, employees and agents from all liabilities, claims, costs, damages and expenses (including, without limitation, reasonable counsel fees) arising out of any breach or claimed. breach by it of any representation or any of its obligations pursuant to this Agreement. G*A*C will credit Affiliate for any continuous interruption of Service caused by G*A*C of twenty-four (24) hours or longer, such interruption measured from the time Affiliate notifies G*A*C of the interruption or from the time a major outage is known to G*A*C. The amount so credited shall be an amount equal to that portion of the monthly license fees applicable to the period during which the Service was interrupted. G*A*C's liability for damages arising out of its inability or failure to deliver the Service shall be limited to the license fee credits set for...

Representations and Indemnification. In the performance of this agreement, CONTRACTOR represents that it is a non profit for-profit organization (please check one) offering the services described herein to the general public. (If CONTRACTOR is incorporated, indicate date of incorporation and state of incorporation .) CONTRACTOR's employees are not agents or employees of the DEPARTMENT or XXXXX for any purpose and are not entitled to the benefits provided by XXXXX to its employees including, but not limited to, fringe benefits, health, workers' compensation, and unemployment insurance and pension plans or any other remuneration. CONTRACTOR shall assume full responsibility and liability for making and/or paying any and all federal, state, and/or municipal taxes, assessments, social security benefits and/or other deductions as required by law on behalf of itself and its employees. CONTRACTOR certifies that this agreement will not violate the terms of any contract with, or any obligation to, another institution or employer. CONTRACTOR may not contract with others to perform the same or similar services where such participation would interfere with the performance of CONTRACTOR's duties under this agreement. CONTRACTOR certifies that s/he is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (If debarred, suspended, proposed for debarment, please check here. Payment from federal funds is prohibited in such cases.) CONTRACTOR further hereby exonerates, indemnifies and holds harmless XXXXX, including the Corporation, its trustees, officers, employees, and agents, for all liability, losses, damages or expenses from any and all fines, suits, claims, and demands, including reasonable attorney’s fees, arising from any actions of any kind or nature resulting from any acts, errors, or omissions of CONTRACTOR as a result of performing the services to be rendered hereunder, provided, however, that such indemnification shall not apply to any fines, suits, claims, and demands resulting from the sole negligence of DEPARTMENT or XXXXX. CONTRACTOR avers that it complies with all applicable federal and state laws and regulations governing employment relationships with its employees and subcontractors, including, but not limited to, equal employment and nondiscrimination, affirmative action, sexual harassment, equal pay, accommodation of disabilities, family and medical leave and workpla...

Representations and Indemnification. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose. Licensor warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Licensor to Licensee. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and sha...

Representations and Indemnification. In the performance of this Agreement, Contractor expressly represents that the offering of services described herein is as an independent contractor and is entitled to be retained and compensated as such. The services described herein are offered to the general public. It is understood and agreed that Contractor will be subject to the control and direction of University only as stated herein and as to the intended result of Contractor’s work and not as to the manner, method or means by which it is accomplished. The relationship created by this Agreement extends only to the performance and completion of this project. The Contractor by its officers, employees and agents are not agents or employees of the Department or University for any purpose and is not entitled to the benefits provided by University to its employees, including, but not limited to, fringe benefits, health, workers' compensation, and unemployment insurance and pension plans or any other remuneration. The Contractor by its officers, employees or agents, is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, University or to bind University in any manner. As an independent contractor, Contractor shall assume full responsibility and liability for making and/or paying any and all federal, state, and/or local taxes, assessments, social security benefits and/or other deductions, as required by law. Should a determination by an agency, regulatory body, or court of competent jurisdiction be made to the contrary (i.e., that Contractor is not an independent contractor and/or is not entitled to be retained and compensated as an independent contractor under the circumstances of this engagement by the Department), Contractor shall assume full responsibility and liability for all taxes, assessments, and penalties imposed against Contractor and/or University resulting from such contrary interpretation, including, but not limited to, taxes, assessments and penalties which should have been withheld from payments to the Contractor. In consideration of University's engaging Contractor as an independent contractor, Contractor shall indemnify University against and hold harmless University, including its trustees, officers, employees, and agents, from any such liability or responsibility. Contractor certifies that this Agreement will not violate the terms of any agreement with, or any obligation to, another entity, institution, person or empl...

Representations and Indemnification. You represent and warrant to the Company that you have the right to continue to be employed by the Company and you are not subject to any contract, commitment, agreement, arrangement or restriction of any kind which might prevent you from performing your duties and obligations hereunder. You agree to indemnify the Company against any loss, liability, claim, damage and expense (including but not limited to reasonable attorney’s fees) to which the Company may be subject in any action brought by a third party arising out of or relating to a breach or alleged breach by you of any of your representations or warranties set forth above.

Representations and Indemnification. A. Public Company shall be deemed to make a continuing representation of the accuracy of any and all material facts, material information and data that it supplies to Provider and the general availability of such information. Public Company is aware that Provider will rely on such continuing representation in disseminating such information and otherwise performing its public relations functions under this Agreement. B. Provider in the absence of notice in writing from Public Company will rely on the continuing accuracy of material; information and data supplied by Public Company and its general availability. C. Public Company hereby agrees to indemnify Provider against and to hold Provider harmless from any claims, suits, loss damages, etc. arising out of Provider reliance on the general availability of information supplied to Provider and Provider ability to promulgate such information. D. Conversely, Public Company may rely on Provider to disseminate and promulgate only such material, information and data as supplied by Public Company for such purposes. Provider hereby agrees to indemnify Public Company against and to hold Public Company harmless from any claims, damages, suits, loss damages, etc. arising out of Public Company’s reliance upon Provider to disseminate and promulgate only such facts, material information and data.

Representations and Indemnification. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose. • {SAMPLES_DEFINITION} • Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

Representations and Indemnification. The undersigned represents and warrants that (a) they have the right and authority to enter into this Agreement and to perform their respective obligations as herein provided, and (b) their officers, directors, employees, and agents will comply with all applicable federal, state and local laws, codes, rules and regulations. The undersigned will indemnify, defend and save harmless MCRSP and its respective partners, trustees, beneficiaries, directors, officers, employees, affiliates and agents from and against any and all claims, loss, damage, liability, and expenses (including reasonable attorneys’ fees), occasioned by, or arising out of directly or indirectly this Agreement or the breach by the undersigned of any representation or warranty contained in this Agreement, or any act or failure to act by the undersigned in compliance with this Agreement.

Representations and Indemnification. 10.1 Licensor, by this Agreement, represents and warrants that it has the sole and exclusive, unencumbered, right, title and interest to the Patent Rights other than as set forth in the Interinstitutional Agreement between Licensor and Duke University, a [***] Confidential treatment requested. true and complete copy of which is annexed hereto as Appendix I. Licensor, by this Agreement, makes no representation as to the patentability and/or breadth of the inventions contained in the Patent Rights. Licensor, by this Agreement, makes no representation as to patents now held or which will be held by others in the field of the Licensed Products and Licensed Processes for a particular purpose. Licensor, by this Agreement, disclaims all warranties and representations not expressly set forth. 10.2 Licensee agrees to indemnify, hold harmless, and defend Licensor, its trustees, officers, employees, and agents, against any and all claims, suits, losses, damages, costs, fees, and expenses, including attorneys fees, resulting or arising out of the exercise of this license. Licensee shall not be responsible for the negligence or intentional wrongdoing of Licensor. 10.3 Licensee shall maintain in force at its sole cost and expense with reputable insurance companies, products liability insurance coverage in an amount reasonably sufficient to protect against liability under Article 10.2 above. Licensor shall have the right to ascertain from time to time that such coverage exists, such right to be exercised in a reasonable manner. 10.4 Nothing in this agreement shall be deemed to be a representation or warranty by Licensor of the validity of any of the patents or the accuracy, safety, efficacy, or usefulness for any purpose, of any Subject Technology. Licensor shall have no obligation, express or implied, to supervise, monitor, review, or otherwise assume responsibility for production, manufacture, testing, marketing, or sale of any Licensed Product, and Licensor shall have no liability whatsoever to Licensee or any third parties for or on account of any injury, loss, or damage, of any kind or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed upon licensee or any other person or entity, arising out of or in connection with or resulting from: 10.4.1 the production, use, or sale of any Licensed Product; 10.4.2 the use of any Subject Technology; or 10.4.3 advertising or other promotional activities with respect to a...