Representations and Indemnities. (a) Customer hereby represents and warrants to Sangoma that Customer has the authority to enter into and perform this Agreement and the Customer’s entering into this Agreement, and performance of its obligations and exercise of its rights under this Agreement, do not and will not violate any applicable laws, regulations or orders.
(b) Customer hereby represents, warrants and covenants that, without limiting the foregoing: (i) Customer or its licensors owns all right, title and interest in and to Customer Data; (ii) Customer has all rights in Customer Data necessary to grant the rights contemplated by this Agreement; and (iii) Customer has obtained any necessary third-party approvals, including without limitations applicable vendors and licensors, in relation to third-party content to be used by Customer in connection with the Service or will obtain such approvals prior to such use.
(c) Customer agrees to defend, indemnify and hold harmless Sangoma and its employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation attorneys’ fees) arising out of or related to: (i) Customer’s and Authorized Users’ use of and access to the Service; (ii) Customer’s or an Authorized User’s violation of any term of this Agreement; (iii) Customer’s or an Authorized User’s violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) Customer’s or an Authorized User’s violation of any law, rule or regulation; (e) any claim or damages that arise as a result of any Customer Data; or (v) any other party’s access and use of the Service with provided identifier(s) and password(s).
(d) Xxxxxxx agrees to defend, indemnify and hold harmless Customer, if under a Paying Plan, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation attorneys’ fees) arising out of or related to: (i) Sangoma’s breach of any representation, warranty or obligation in this Agreement or (ii) Sangoma’s violation of any law, rule or regulation. In addition, if the Service or Technology becomes the subject of a claim of infringement of a U.S. copyright or patent, Sangoma will indemnify Customer, if under a Paying Plan, against such claim provided that Customer gives Xxxxxxx prompt written notice of the claim, allows Xxxxxxx t...
Representations and Indemnities. The undersigned author represents to Matrika Press that he or she is the owner and/or author of the material submitted for editing and/or publication and thereby holds the appropriate authority to xxxxx Xxxxxxx Press the right to publish the material in book form and offer it for distribution and sale to the public. He or she further attests that the work submitted does not infringe on any copyright, trade xxxx, or any other intellectual property or proprietary right, and that the author will indemnify and hold harmless Matrika Press and its parent, its collaborators and directors, as well as its editors in the event there is a breach of the representation of ownership described above.
Representations and Indemnities. Executive represents and warrants to Employer that he has the full right and power to enter into this Agreement and that he is not bound by any restriction or impediment thereto. Executive represents and warrants that he is not subject to any covenant not to compete or any other restriction with any former employer or other entity which would inhibit or restrict Executive's ability to perform any tasks requested by Employer or any of its parents, subsidiaries or affiliates. Executive hereby indemnifies Employer against any claims, losses, damages or expenses that Employer may incur or suffer in connection with any inaccuracy in, or breach of, any of the representations and/or warranties set forth in this Section 8.5.
Representations and Indemnities. Contractor represents that Contractor has the qualifications and ability to perform the Services in a professional manner, without the advice, control, or supervision of Client. Contractor shall be solely responsible for the professional performance of the Services, and shall receive no assistance, direction, or control from Client. Contractor shall have sole discretion and control of Contractor’s services and the manner in which performed. Contractor and Client shall and do hereby indemnify, defend and hold harmless each other, and their officers, directors, and shareholders from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney fees and costs, that either party may incur or suffer that result from, or are related to any breach or failure of either party to perform any of the representations, warranties and agreements contained in this Agreement.
Representations and Indemnities. The respective indemnities of the Company and Agent and the representations and warranties of the Company set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of Agent or the Company or any controlling person or indemnified party referred to in Section 8 hereof, and shall survive any termination or consummation of this Agreement, and any legal representative of Agent, the Company and any such controlling persons shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.
Representations and Indemnities. 6.1 Each Party to this Agreement represents and warrants to the others that, as of the date hereof, it is a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority, corporate or otherwise, to execute, deliver and perform this Agreement. This Agreement is a legal, valid and binding obligation enforceable against each of the Parties in accordance with its terms and conditions, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, affecting creditor's rights generally and by general principles of equity.
6.2 Each Party to this Agreement represents and warrants that it has not assigned or transferred any portion of any Claims released under this Agreement to any other person, individual, firm, corporation or entity.
6.3 Except for statements expressly set forth in this Agreement, no Party has made any statement or representation to any other Party regarding a fact relied upon by the other Party in entering into this Agreement and no Party has relied upon any statement, representation, or promise of any other Party, or of any representative or attorney for any other Party, in executing this Agreement or in making the settlement provided for in this Agreement.
Representations and Indemnities. The respective indemnities of the Company and the Bank and the Agents and the representations and warranties of the Company and the Bank set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agents or the Company or the Bank or any controlling person or indemnified party referred to in Section 7 hereof, and shall survive any termination or consummation of this Agreement and/or the issuance of the Shares, and any legal representative of the Agents, the Company, the Bank and any such controlling persons shall be entitled to the benefit of the respective agreements, indemnities, representations and warranties.
Representations and Indemnities. The respective indemnities of the Company and the Bank and Trident and the representation and warranties of the Company and the Bank and of Trident set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of Trident or the Company or the Bank or any controlling person or indemnified party referred to in Section 8 hereof, and shall survive any termination or consummation of this Agreement and/or the issuance of the Shares, and any legal representative of Trident, the Company, the Bank and any such controlling persons shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.
Representations and Indemnities a) The Venture, WFHM and their respective officers, agents, employees and representatives will comply with all federal, state and local laws with regard to this Agreement and the duties and obligations imposed and the conduct and activities permitted, authorized or contemplated hereby and use their best efforts to obtain and retain all approvals and licenses required by the Venture, or WFHM by this Agreement.
b) The Venture will indemnify and hold WFHM, and its affiliates, their officers, agents, representatives and employees harmless from any and all costs, claims, charges, actions, causes of action, losses or liability, including attorney's fees, arising either directly or indirectly by reason of a breach of the terms of this Agreement by the Venture, its officers, agents, employees or representatives or in any way as a result of an inaccurate or incomplete loan application or other documentation prepared by or at the direction of the Venture and submitted to WFHM. The provisions of this paragraph shall remain effective and inure to the benefit of WFHM, and its affiliates, their officers, agents, employees, affiliates or representatives notwithstanding the expiration, cancellation, termination or completion of this Agreement.
c) WFHM will indemnify and hold the Venture, its officers, agents, employees and representatives harmless from any and all costs, claims, charges, actions, causes of action, losses or liability including attorneys fees, arising either directly or indirectly by reason of a breach of the terms of this Agreement by WFHM, its affiliates, officers, agents, employees or representatives. The provisions of this paragraph shall remain effective and inure to the benefit of the Venture, its officers, agents, employees or representatives notwithstanding the expiration, cancellation, termination or completion of this Agreement.
d) The Venture agrees that it will not participate in or receive any form of compensation from any other lender (including itself) closing a loan that has been "locked-in" with WFHM unless the loan was denied by WFHM or WFHM approved the sale to the other lender.
Representations and Indemnities. (a) WGSLP represents and warrants that:
(i) it has full right and absolute authority to enter into and perform this Agreement and each Transaction;
(ii) it is a duly incorporated and organized corporation validly existing under the laws of the Province of Alberta and covenants and agrees to maintain itself in good standing; and
(iii) it has, and at all times shall have, the right to deliver all Gas delivered by or on behalf of WGSLP to Customer at the Storage Point of Delivery free and clear of all liens, charges, encumbrances and adverse claims whatsoever, including liens to secure payment of taxes and any claims relating to the payment of royalties thereon, created by, through or under WGSLP. Such representations and warranties will be deemed to be repeated on the date each Transaction is entered into and, in respect of the representations in Section 2.10(a)(iii), on each date of withdrawal.
(b) Customer represents and warrants that:
(i) it has full right and absolute authority to enter into and perform this Agreement and each Transaction;
(ii) it is duly formed, organized and validly existing under the laws of its jurisdiction of incorporation and in the Province of Alberta and covenants and agrees to maintain itself in good standing; and
(iii) it has, and at all times shall have, good and merchantable title to, or good right to deliver, all Gas delivered by or on behalf of Customer to WGSLP at the Storage Point of Delivery free and clear of all liens, charges, encumbrances and adverse claims whatsoever, including liens to secure payment of taxes and any claims relating to the payment of royalties thereon. Such representations and warranties will be deemed to be repeated on the date each Transaction is entered into and, in respect of the representations in Section 2.10(b)(iii), on each date of delivery.
(c) Customer hereby agrees to be liable for and indemnify and save WGSLP, including its officers, directors and agents, harmless from and against, any and all claims, demands, suits, actions, debts, accounts, damages, costs, losses, liabilities and expenses arising from or out of claims of any and all Persons to Gas delivered to WGSLP or to royalties, fees, levies, expenses, taxes or other charges thereon, or arising out of Customer's negligence or breach of this Agreement.
