Representations and Indemnity Clause Samples

Representations and Indemnity. If you request that we contact any Authorized User or other person on your behalf (“Recipient”), you represent and warrant that: (a) you will comply with all Laws and contracts in connection with use of contact information for Recipients, the Student Support Services, and with respect to the content and transmission of calls, texts, and other messages (“Messages”) sent using the Student Support Services, including, without limitation, all federal and state telemarketing-related laws, rules and regulations, the Telephone Consumer Protection Act (47 U.S.C. § 227) and the FCC’s implementing regulations (47 C.F.R. § 64.1200) (such laws, rules and regulations, as amended from time-to-time, collectively, the “Telemarketing Laws”); (b) as to each Recipient to be contacted by us on your behalf, you have obtained all consents that may be required by the Telemarketing Laws and your privacy policies; (c) you will retain documentary proof of such consents for at least five (5) years from the date the Recipient’s contact information is provided by you to us; (d) you will suppress and will not provide to us contact information for any Recipient who has registered his or her telephone number on the national Do-Not-Call Registry, any similar state registries or has otherwise indicated that he or she does not wish to be contacted by you or us; and (e) you will provide a reasonable means for Recipients to rescind consent to receive Messages and will not request us to send Messages to Recipients who have opted out of receiving Messages from you. We shall have the right to audit your compliance with subsections (a) - (e) above. Failure to comply with any provision of this section is a material breach of the Agreement. Except to the extent prohibited by Law, including Laws providing for the sovereign immunity of government entities, you agree to indemnify, defend and hold us harmless from and against all claims, lawsuits, proceedings, causes of action, damages, liabilities, losses, judgments, fines, penalties, costs, and expenses (including attorneys’ fees) relating to or arising out of your breach of the foregoing representations and warranties, or in connection with any claim or action from a third party that arises from the sending (or inability to send or receive), content, or effects of any Messages you distribute using, or your failure to use, the Product and Service. In connection with such indemnity and defense obligations related to a third party claim, lawsuit, etc.,...

Representations and Indemnity. You represent that any information

Representations and Indemnity. You represent that any information language. Unless it would be inconsistent to do so, words and you or your agents provide to us is accurate and complete, and that phrases used in this document should be construed so the singular your actions comply with this agreement and applicable laws includes the plural and the plural includes the singular. governing retirement plans. You understand that we will rely on the

Representations and Indemnity. Seller and Buyer each mutually represent and warrant to the other that they have not dealt with, and are not obligated to pay, any fees or commissions to any broker in connection with the transaction contemplated by this Agreement other than Marcus & Millichap (the "Seller's Broker"). Seller is responsible for the compensation of the Seller's Broker pursuant to a separate agreement. Seller hereby agrees to indemnify, defend and hold Buyer harmless from and against all liabilities, costs, damages and expenses (including reasonable attorneys' fees) arising from any claims for brokerage or finder's fees, commissions or other similar fees in connection with the transaction covered by this Agreement insofar as such claims shall be based upon alleged arrangements or agreements made by Seller or on Seller's behalf, including, but not limited to the Seller's Broker. Buyer hereby agrees to indemnify, defend and hold Seller harmless from and against all liabilities, costs, damages and expenses (including reasonable attorneys' fees) arising from any claims for brokerage or finders' fees, commissions or other similar fees in connection with the transaction covered by this Agreement insofar as such claims shall be based upon alleged arrangements or agreements made by Buyer or on Buyer's behalf. The covenants and agreements contained in this Article shall survive the termination of this Agreement or the Closing of the transaction contemplated hereunder. Default, Termination and Remedies

Representations and Indemnity. ‌ Each party represents and warrants to the other party that: (a) such party has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it; and (b) when executed and delivered by such party, subject to applicable law (if any), this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. The Customer's use of the Equipment shall comply with all applicable local and foreign laws and regulations, including without limitation U.S. and Australian laws regarding the transmission of technical data and software that is exported or re­exported. The Customer shall not use the Equipment or Service for any unlawful, abusive or fraudulent purpose, including without limitation, in any way that: (i) interferes with the ability of the Supplier to provide products and services to the Customer or to other customers; or (ii) avoids the Customer's obligation to pay for the Equipment and/or Service. The Customer shall not create or use any software programs that automatically activate buttons on the Supplier website or any successor site that the Supplier identifies. The Customer shall not use, duplicate, or disclose any technical data, or any information on the construction or operation of the Equipment or the Service disclosed by the Supplier to the Customer for any purposes other than for the installation, operation or maintenance thereof. The Customer represents and warrants that it will not use, or permit to be used, the Equipment or Service for High Risk Activities. The Customer jointly and severally, shall indemnify and hold harmless the Supplier from any loss or damage to the Customer or any third party resulting from the Customer's misuse of the Equipment and/or Service.

Representations and Indemnity. You represent that any information you or your agents provide to us is accurate and complete, and that your actions comply with this agreement and applicable laws governing retirement plans. You understand that we will rely on the information provided by you, and that we have no duty to inquire about or investigate such information. We are not responsible for any losses or expenses that may result from your information, direction, or actions, including your failure to act. You agree to hold us harmless, to indemnify, and to defend us against any and all actions or claims arising from, and liabilities and losses incurred by reason of your information, direction, or actions. Additionally, you represent that it is your responsibility to seek the guidance of a tax or legal professional for your IRA issues.

Representations and Indemnity. You represent that any

Representations and Indemnity. You represent that any information phrases used in this document should be construed so the singular you or your agents provide to us is accurate and complete, and that includes the plural and the plural includes the singular. your actions comply with this agreement and applicable laws

Representations and Indemnity. You represent that any information you and/or your agents provide to us is accurate and complete, and that your actions comply with this Agreement and applicable laws governing retirement plans. You understand that we will rely on the information provided by you, and that we have no duty to inquire about or investigate such information. We are not responsible for any losses or expenses that may result from your information, direction, or actions, including your failure to act. You (f) Non-deposit Investments. Non-deposit investments are offered through Folio as the designated broker/dealer and include investments in all forms of securities such as mutual funds, stock, and Exchange Traded Funds. All the investments offered are subject to investment risks, including possible loss of the principal amount invested. Important Information about Procedures for Opening your Account. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. Accordingly, when you open an account with us, we will ask for your name, address, date of birth, taxpayer identification number and other information that will allow us to identify you. We may also ask to see a copy of your driver's license or other identifying documents.