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 and Warranties Indemnification. (a) The Director hereby represents and warrants to Company that his execution, delivery and performance of this Agreement and any other agreement to be delivered pursuant to this Agreement will not violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both, constitute) a default under, any agreement, arrangement or understanding with respect to Director’s employment or providing services to which Director is a party or by which Director is bound or subject.
(b) Company hereby represents and warrants to Director that (i) it is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of incorporation, and has all requisite corporate power and authority to execute, deliver and perform this Agreement in accordance with the terms hereof, (ii) all necessary actions to authorize the Company’s execution, delivery and performance of this Agreement have been taken, (iii) this Agreement has been duly executed and delivered by the Company and constitutes its legal, valid, and binding obligation enforceable against it in accordance with the terms hereof, and (iv) its execution, delivery and performance of this Agreement and any other agreement to be delivered pursuant to this Agreement will not violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both, constitute) a default under, any agreement, arrangement or understanding with respect to Director’s employment or which otherwise related to Director’s relationship with the Company.
(c) Company hereby agrees to indemnify and hold harmless Director, his affiliates (and such affiliates’ directors, officers, employees, agents and representatives) and permitted assigns, to the fullest extent permitted under New York law, from and against any and all losses, damages, liabilities, obligations, costs or expenses which are caused by or arise out of (i) any breach or default in the performance by the Company of any covenant or agreement of the Company contained in this Agreement, and (ii) any breach of warranty or inaccurate or erroneous representation made by the Company herein, and (iii) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal fees) incident to any of the foregoing. The Company shall advance any expenses reasonably incurred by Director in defending an indemnifiable action h...
Representations and Warranties Indemnification. Consultant hereby represents and warrants that (a) the Company Work Product will be an original work of Consultant and any third parties will have executed assignment of rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party; (c) neither the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant will take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company’s property) during the term of this Agreement; (g) Consultant agrees to abide by any and all rules, policies and procedures as communicated to Consultant by the Company; (h) to the extent required by law, the services to be performed pursuant to this Agreement shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty of Consultant (a “Claim”) set forth herein, provided that Company gives Consultant written notice of any such Claim and Consultant has the right to participate in the defense of any such Claim at its expense. From the date of written notice from Company to Consultant of any such Claim, Company shall have the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Consultant’s obligations hereunder.
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;
Representations and Warranties Indemnification. Producer agrees to defend, indemnify, and hold harmless Author against claims arising from or relating to the development, financing, production, exploitation, advertising, or promotion of the Play or any rights therein by Producer or its designees, provided that any such claim is not caused in whole or part by Author’s breach of any of Author’s representations, warranties, or agreements regarding the Play (i.e., with respect to originality, etc.). Each person constituting Author jointly and severally represents and warrants that all materials created or furnished by such person pursuant to this Agreement shall be original with such person except for non-fiction material, material in the public domain, or material that is based on or adapted from third-party source material that Author has properly licensed (in which case Author shall notify Producer prior to entering into this Agreement, and provide such license to Producer for its review and approval), and will not violate any rights of any individual, firm, corporation, or other entity. Author will advise Producer where the book of the Play is based on actual persons or entities or other non-fictional material and if Producer does not wish to obtain clearances, Author shall agree on any changes to be made. Except with respect to uses of the Play in AV Productions, any title of the Play shall be mutually approved by Author and Producer. Author further represents and warrants that (i) Author will not exploit any of the material Author creates hereunder for any purpose not expressly provided for herein or in the AV Agreement unless and until such material reverts to Author, and (ii) there are no debts, liens, or encumbrances whatsoever on Author or the Musical or any portion thereof (including, without limitation, debts or obligations relating to third parties that have previously invested or loaned money to Author in connection with the Musical). Author agrees to indemnify and hold harmless Producer from any and all costs, damages, liabilities, and expenses (including reasonable outside attorneys’ fees and related expenses) arising from third-party claims (whether or not litigated) arising from the breach of Author’s representations, warranties, or agreements hereunder. 15.
Representations and Warranties Indemnification. ● Each party represents and warrants to the other as follows: a) It has full power and authority to execute and deliver this agreement and to perform as set forth herein; b) The making of this agreement does not, and during the Term will not, violate or conflict with any agreement, right, or obligation binding or affecting such party; c) Neither the Series (with respect to NYPR and to the extent it does not include or constitute ORGANIZATION Content) nor the ORGANIZATION Content (with respect to ORGANIZATION) will: (i) infringe on any copyrights, trademarks, or other rights of any third party; (ii) contain any matter which shall libel, defame, invade the privacy of or otherwise violate the rights of any person or entity; or (iii) conflict with or violate any applicable law; d) Neither party will be required to obtain any releases or consents of any nature whatsoever from the other party or any third parties in order to use the Series or any ORGANIZATION Content in the manner contemplated by this Agreement; and e) All claims made by each party in the materials it contributes hereunder are supported by substantial written documentation and comprehensive research. ● Each of the foregoing warranties applies solely to the extent the Series, ORGANIZATION Content, or other materials in question are used as approved and unmodified, and in accordance with the terms of this Agreement. ● Each of the parties (each, an “Indemnifying Party”) agrees to indemnify, hold harmless and defend the other, its parents, subsidiaries and affiliates, and their respective officers, directors and employees (each, an “Indemnified Party”) from and against any actual or alleged claims, liabilities, losses, demands, causes of action, judgments, settlements and expenses (including, without limitation, settlement costs and reasonable outside legal fees), or other damages of any kind or nature arising out of or connected with any breach by the Indemnifying Party of any provision of this Agreement or of any warranty made by the Indemnifying Party in this Agreement.
Representations and Warranties Indemnification. A. The Company represents and warrants to Sears that the execution and performance of this Agreement and the issuance and delivery by the Company of the Stock to Sears has been duly authorized and all necessary corporate action has been taken.
B. Sxxxx xxxresents and warrants to the Company as follows:
1. He is an "accredited investor" as defined by Rule 501(a) promulgated by the Securities and Exchange Commission ("SEC"), and that he has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that he is capable of evaluating the merits and risks of the his investment in the Company and has the capacity to protect his own interests.
2. He is acquiring the Restricted Stock for investment for his own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. He understands that the Restricted Stock has not been, and will not be, registered under the Securities Act or the securities laws of any state by reason of a specific exemption from the registration provisions of the Act and the applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of his representations as expressed herein.
3. He acknowledges that the Restricted Stock must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. He is aware of the current provisions of Rule 144 promulgated under the Act which permit limited resale of shares acquired in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares being sold during any three-month period not exceeding specified limitations. He acknowledges that, except as specifically set forth in this Agreement, he is not relying on the Company in any way to satisfy the conditions precedent for limited resale of shares pursuant to Rule 144 under the Act.
4. He understands that no public market now exists for any of the Restricted Stock to be is...
Representations and Warranties Indemnification. The following clauses of the License Agreement are hereby incorporated by reference herein as if stated herein in their entirety, except that for purposes of this Agreement, all references in such clauses to “the Agreement” or “this Agreement” shall be deemed to mean this Supply Agreement: Articles 8.2, 8.3, 8.4, 8.5, and 8.7.
Representations and Warranties Indemnification. (a) All representations and warranties contained herein or in any Related Agreement or made in writing by any party in connection herewith or therewith will survive the execution and delivery of this Agreement and any investigation made at any time by or on behalf of the Purchasers.
(b) The Company will defend, indemnify and hold the Purchasers harmless from and against any and all actions, suits, losses, damages, liabilities, claims, obligations and expenses (including, but not limited to, legal fees and court costs) (“Losses”), whether or not resulting from judgments or arbitration awards, that shall be suffered or incurred by such Purchasers resulting from or arising out of any breach of any of the representations, warranties or covenants of the Company contained in this Agreement or in any Related Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by the Company hereunder or thereunder.
(c) Each Purchaser will, jointly and severally, defend, indemnify and hold the Company harmless from and against any and all losses, whether or not resulting from judgment or arbitration awards, that shall be suffered or incurred by the Company resulting from or arising out of any breach of any of the representations, warranties or covenants of the Purchasers contained in this Agreement or in any Related Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by the Purchasers hereunder or thereunder.
Representations and Warranties Indemnification. Executive represents and warrants that there has been no assignment or other transfer of any interest in any Claim which Executive may have against the Releasees, and Executive agrees to indemnify and hold the Releasees harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against Executive under this indemnity.
