Representations and Warranties; Indemnity Sample Clauses

Representations and Warranties; Indemnity. [***] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (a) Each party hereto represents and warrants that: (i) it has the full right, power and authority to enter into and to perform this Agreement; (ii) it is not under any restriction or obligation that may or will impair such party's full performance of this Agreement; and (iii) it shall not at any time do or authorize any person or entity to do anything inconsistent with, or anything that might diminish, impair or interfere with any of the other party's rights hereunder. (b) Each party hereto agrees to indemnify and hold the other and its members, employees, attorneys, agents, successors, affiliates, assigns and licensees harmless against any claim, liability, cost and expenses (including attorneys' and accountants' fees reasonably incurred) in connection with any breach or alleged breach of this Agreement the indemnifying party. In this regard, the indemnified party shall not settle any claim without first notifying the indemnifying party of the terms of any proposed settlement and obtaining its consent thereto. (c) Merchandiser acknowledges that UBL is making no representations and warranties concerning anticipated success of the UBL Store, the amount of compensation payable to Merchandiser hereunder, and/or the current or future value of UBL or the warrants described in paragraph 3 above. Likewise, UBL acknowledges that Merchandiser is making no representations and warranties concerning anticipated success of the UBL Store or the amount of compensation payable to UBL with respect thereto.

Representations and Warranties; Indemnity. The Executive represents and warrants to the Company that the execution and delivery of this Agreement by him and the performance by him of his obligations hereunder shall not constitute (with or without notice or lapse of time or both) a breach or violation of a provision of any understanding, contract or commitment, written or oral, express or implied, to which the Executive is a party or to which the Executive is or may be bound, including, without limitation, any understanding, contract or commitment with any present or former employer, in each case, that imposes restrictions that would, or would reasonably be expected to, interfere with the Executive's ability to perform his obligations under this Agreement. The Executive hereby agrees to indemnify and hold the Company harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the Company in connection with any such breach or violation by the Executive of any such understanding, contract or commitment.

Representations and Warranties; Indemnity. Builder hereby agrees and acknowledges that Owner is relying on the truth and accuracy of the representations and warranties made by Builder hereunder and in the other Builder’s Agreements in connection with Owner’s acquisition of the Property and that Owner would not have otherwise acquired the Property without such representations and warranties being made by Builder. Accordingly, to the fullest extent permitted by law and without limiting Builder’s indemnity obligations elsewhere in this Agreement, including, without limitation, pursuant to Section 9.1 above and Section 16.4 below, Builder does and shall indemnify, defend (through counsel reasonably acceptable to Owner) and hold harmless, and hereby releases and discharges, Owner and the other Owner-Related Persons for, from and against all Claims arising out of or in connection with the breach of any representation or warranty made by Builder hereunder or under the other Builder’s Agreements.

Representations and Warranties; Indemnity. (a) Each party hereto represents and warrants that: (i) it has the full right, power and authority to enter into and to perform this Agreement; (ii) it is not under any restriction or obligation that may or will impair such party's full performance of this Agreement; and (iii) it shall not at any time do or authorize any person or entity to do anything inconsistent with, or anything that might diminish, impair or interfere with any of the other party's rights hereunder. (b) Merchandiser agrees to indemnify and hold ADNM and its members, employees, attorneys, agents, successors, affiliates, assigns and licensees harmless against any claim, liability, cost and expenses (including attorneys' and accountants' fees reasonably incurred) in connection with any breach or alleged breach of this Agreement by Merchandiser. In this regard, ADNM shall not settle any claim without first notifying Merchandiser of the terms of any proposed settlement and obtaining Merchandiser's consent thereto. (c) ADNM agrees to indemnify and hold Merchandiser and its members, employees, attorneys, agents, successors, affiliates, assigns and licensees harmless against any claim, liability, cost and expenses (including attorneys' and accountants' fees reasonably incurred) in connection with any breach or alleged breach of this Agreement by ADNM. In this

Representations and Warranties; Indemnity. Contributor represents and warrants that: (a) Contributor owns the copyright in all Content delivered to TEN and there no other person or party has an interest in any Content; (b) Contributor is the sole author of each Content; (c) the Content have not been previously published in any manner or medium; (d) all Content is free from defamatory, obscene, offensive, injurious, unlawful and/or otherwise inappropriate materials; and (e) Contributor has taken no action or granted any rights in the Content that conflict with or undermine TEN’s rights in and to the Content. Contributor will indemnify, defend, and hold harmless TEN and its parents, affiliates, and subsidiaries from and against all third party claims, actions, liabilities, damages, costs and expenses (including without limitation reasonable attorneys fees) of any kind arising out of: (i) Contributor’s breach of any representation, warranty, and/or other provision of this Agreement; and/or (ii) Contributor’s negligence and/or willful misconduct.

Representations and Warranties; Indemnity. Owner hereby represents and warrants that: (a) the Property and all rights and title therein and thereto are owned exclusively by Owner; (b) the Property was created and written solely by and is wholly original with Owner or based on incidental material in the public domain; (c) the Property is not in the public domain in any jurisdiction of the world and enjoys and will enjoy, either statutory or (to the extent that it may exist) common law protection in the United States and all countries adhering to the Berne and Universal Copyright Conventions and that the rights granted to Producer hereunder will be exclusive; (d) the Property is not based in whole or in part on the life of any real person; (e) neither the Property nor any element thereof infringes the copyright in any other work; (f) neither the Property nor its exploitation will violate the rights of privacy or publicity of any person or constitute a defamation against any person, or in any other way violate the rights of any person whomsoever; (g) Owner owns all rights in and to the Property and all rights assigned to Producer hereunder are free and clear of any liens, encumbrances, other third party interests of any kind, and free of any claims or litigation, whether pending or threatened; (h) Owner has full right and power to enter into and perform this Agreement without the consent of any third party; and (i) the Property has not previously been exploited as a feature motion picture or television production or otherwise, and during the Option Period, Owner shall not subsequently exploit the the Property as a motion picture or television project or otherwise, nor permit any third party to do so. The term “person” as used in this Agreement shall mean any person, firm, corporation or other entity. Owner agrees to indemnify and hold Producer, its agents and employees, parent, subsidiaries, affiliates, successors, licensees and assigns harmless from and against all damages, losses, costs and expenses (including reasonable outside attorneys’ fees and costs) arising out of or in connection with any material breach of any of Owner’s obligations, representations, warranties, conditions and/or covenants in this Agreement. Producer agrees to defend, indemnify and hold Owner, and Owner’s agents and employees, parent, subsidiaries, affiliates, successors, licensees and assigns, harmless from and against any and all claims, liabilities, obligations, costs, damages and expenses (including, without limitation, ...

Representations and Warranties; Indemnity. Dealer represents, warrants and covenants to Cavus that: (a) it has the full corporate right, power and authority to enter into this Agreement, which constitutes the legal, valid and binding obligation of Dealer when executed and delivered, (b) all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations and (c) it has obtained or shall obtain and maintain during the Term all rights, licenses, consents, filings and authorizations necessary to conduct its business operations and to perform its obligations in this Agreement. Dealer agrees to defend, indemnify and hold Cavus, its affiliates and their respective officers, directors, shareholders, employees and agents harmless, at its own cost and expense, from and against any and all liabilities, losses, damages, claims, actions, costs and expenses, including reasonable attorneys’ fees, arising in connection with any actual or alleged (i) breach of this Agreement by Dealer or (ii) negligence, intentional or willful misconduct of Dealer. No settlement or compromise in connection therewith shall be entered into or agreed to without Cavus’ prior written approval.

Representations and Warranties; Indemnity. In addition to their representations and warranties in the Transactional Services Agreement, each Company represents and warrants to the Bank and covenants that: a. With respect to each and every File transmitted by each Company, that: (i) each person shown as the Receiver on an Entry received by the Bank from any Company has, as required by the Rules, authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry (sample authorizations for credit or debit Entries to Consumer Accounts are included as Annex C), (ii) such authorization is operative at the time of transmittal or crediting or debiting by the Bank as provided herein, (iii) each debit Entry is for an amount which, on the Settlement Date will be due and owing to the Originator from the Receiver, is for a sum specified by the Receiver to be paid to the Originator, or is to correct a previously transmitted erroneous credit Entry; (iv) the Company has obtained all consents and authorizations required by the Rules and will retain the original thereof for the retention period required by the Rules from time to time and, upon Bank’s request, will furnish such originals or copy thereof to the Bank, (v) each Company has complied with all pre-notification requirements of the Rules, (vi) each Company will comply with the terms of the Electronic Funds Transfer Act, if applicable, or the Uniform Commercial Code Article 4A (Fund Transfers), as adopted in Puerto Rico, if applicable, (vii) Entries transmitted to the Bank by any of the Companies are limited to those types of credit and debit Entries set forth in Section 3 (Transmission of Entries) of this ACH Agreement, (viii) each Entry is accurate and timely and otherwise complies with the Rules, (ix) each Company shall perform its obligations under this ACH Agreement in accordance with all applicable laws, regulations, and orders, including, but not limited to, the sanctions, laws, regulations, and orders administered by OFAC; laws, regulations, and orders administered by FinCEN; restrictions imposed by the Unlawful Internet Gambling Enforcement Act of 2006 (“UIGEA”), and any state laws, regulations, or orders applicable to the providers of ACH payment services, and (x) each Company shall be bound by and comply with, among other provisions of the Rules, those making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement fo...

Representations and Warranties; Indemnity. (a) TO represents and warrants to and RME represents to TO that (i) It has the full power and authority to grant to RME the rights granted under this Agreement; (ii) Neither this Agreement nor the exercise of the other party's rights hereunder will infringe, violate or misappropriate any intellectual property Of any third party; and (iii) It has not sold, assigned, leased, licensed or in any other way disposed of or encumbered the rights granted to the other hereunder and will not sell, assign, lease, limnse or in any other way dispose of or encumber any of such rights. (b) Each will indemnify, defend and hold harmless the other and its affiliates, officers, directors, employees and agents from and against all losses, liabilities, claims, obligations and expenses (including reasonable attorneys' tees) arising from any third-partyolaim in connection with any breach or alleged breach by that party of this Agreement or any of the formoing representations and warranties.

Representations and Warranties; Indemnity. Manager represents, covenants, and warrants that (i) since Manager (or the Manager's predecessors in interest) began farming each respective parcel of land comprising the Lot X Orchard, Manager has performed, and will, from and after the date hereof, perform all farming and harvesting services with respect to the Lot X Orchard as specified in Section 2 of this Contract in compliance with all governmental laws, ordinances, regulations, permits and approvals applicable to Hawaii farm land; (ii) Manager has not released any hazardous substances onto or under the Lot X Orchard or any adjoining properties in violation of the Regulations (as defined below); (iii) to the best of Manager's knowledge as of the date of this Contract, there are no hazardous substances on or