Representations and Warranties and Indemnification Sample Clauses

Representations and Warranties and Indemnification. Octavian represents, warrants and guarantees (§ 880a second case ABGB) that each of the following are true, correct, complete and not misleading as of the date hereof and acknowledges that AGI has entered into this Agreement and the Loan Agreement in reliance of these representations, warranties and guarantees:
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Representations and Warranties and Indemnification. Entrants represent and warrant that their Video: (i) is Entrants’ original work; (ii) does not infringe upon the copyrights, trademarks, rights of privacy, publicity or other intellectual property or other rights of any person or entity; (iii) Entrants have obtained written permission from each person whose name, likeness, voice or other intellectual property is used in the Video; and (iv) the publication of the Video (or related Video footage) by Sponsor will not infringe the rights of any third party. Entrants will indemnify and hold harmless, Sponsor from any third party claims to the contrary and any third party claims arising out of or related to Entrant’s Video (or related Video footage) or participation in the Contest.
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Representations and Warranties and Indemnification. (a) Ditech is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Ditech (i) is duly qualified, in good standing and licensed to carry on its business in each state where the related manufactured homes and mortgaged properties are located, and (ii) is in compliance with the laws of any such state to the extent necessary to service the manufactured housing contracts and related repossessed properties and to enforce the manufactured housing contracts in accordance with the terms thereof and (iii) Ditech had at all relevant times, full corporate power to own its property, to carry on its business as currently conducted, to service the manufactured housing contracts and related repossessed properties and to enter into and perform its obligations.
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Representations and Warranties and Indemnification. 6.1 Each party hereto represents and warrants that it has the full right, power and authority to enter into and fulfil her/its obligations under this Agreement.
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Representations and Warranties and Indemnification. Consultant represents and warrants that (a) there are no restrictions, agreements or understandings whatsoever to which Consultant is a party or subject to which would prevent or make unlawful its execution of this Agreement or performance hereunder; (b) its execution of this Agreement and its performance hereunder shall not constitute a breach of any law, rule or regulation, or of any contract, agreement or understanding, oral or written, to which it is a party by which they are bound; (c) it is free and able to execute this Agreement and to provide consulting services to the Company as stated herein, (d) its is acquiring the Stock Award for investment purposes and not with a view toward redistribution, and (e) the Stock Award is “restricted securities” as that term is defined under federal securities laws and shall bear a customary restrictive legend.
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Representations and Warranties and Indemnification. 66 11.1 Survival and Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 11.2 Survival of Liability for Representations and Warranties . . . . . . . . . . 66 11.3 Indemnification by the Vendor . . . . . . . . . . . . . . . . . . . . . . . 67 11.4 Indemnification by the Purchaser . . . . . . . . . . . . . . . . . . . . . . 68 11.5 Indemnification against Third Party Claims . . . . . . . . . . . . . . . . . 69 11.6 Indemnification after Insurance and Other Recoveries . . . . . . . . . . . . 70 11.7 Vendor's Maximum Liability . . . . . . . . . . . . . . . . . . . . . . . . . 71 11.8
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Representations and Warranties and Indemnification. 1. Each party hereby represents and warrants to the other as follows:
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Representations and Warranties and Indemnification 
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Related to Representations and Warranties and Indemnification

  • 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.

  • 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.

  • 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)

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

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

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

  • 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 and Covenants 10 4.1 Generally.........................................................10 4.2

  • 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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