REPRESENTATIONS; INDEMNITY. Subscriber represents and warrants that (i) it has full power and authority to enter into the Agreement, and to agree to all the terms and conditions contained therein and in these Terms of Use, and has received all parental and other permissions required to permit Discovery Education to obtain and retain information (including personal information) from Users; (ii) only Subscriber or its Users shall access the Website and the Content; (iii) Subscriber and its Users will at all times use the Website and the Content only as expressly permitted by the Agreement and these Terms of Use; (iv) in the event that Subscriber requests that Discovery Education customize the Website interface with Subscriber's trade name, trademarks or logos, and/or digitize and/or encode and/or host any of Subscriber's content on the Content and/or the Website, Subscriber has the right to so use and exploit any and all such trade names, trademarks, logos and content, including without limitation any and all underlying elements (the "Subscriber IP"), and (v) the Subscriber IP, any content, materials, and/or information contributed by Users, and any revisions to the Content by Users does not and will not contain any libelous, unlawful or infringing materials or content, will not infringe upon any party's proprietary rights, including without limitation statutory or common-law copyright, trademark and right of privacy, and will not violate any law, regulation or right of any kind whatsoever or give rise to any actionable claim or liability. To the extent permitted by law, Subscriber and its Users shall defend, indemnify and hold Discovery Education, its parent, subsidiaries, affiliated companies, agents or content providers, and the directors, officers, shareholders, employees, agents and representatives of each of the foregoing, harmless against and from any and all claims, damages, liabilities, costs and expenses arising out of any violation by Subscriber and/or its Users of these Terms of Use, any downloading of the Content, any modification or edit made to any portion of the Content, and the use of any portion of the Content with products or services not supplied by Discovery Education. All representations, warranties, and indemnities shall survive the expiration or prior termination of the Agreement.
REPRESENTATIONS; INDEMNITY. The Grantor hereby represents and warrants to Purchaser that (i) the Grantor is a corporation duly organized and validly existing under the laws of the State of Delaware; (ii) the execution, delivery and performance of this Agreement by the Grantor have been duly authorized by all necessary corporate action on the part of the Grantor and this Agreement is a valid, binding and enforceable obligation of the Grantor enforceable against it in accordance with its terms and (iii) the execution, delivery and performance of this Agreement by the Grantor does not violate, conflict with or constitute a breach of, the organizational documents or any order, decree or judgment of any court, tribunal or governmental authority binding on the Grantor. The Maintenance Company hereby represents and warrants to the Purchaser that (i) the Maintenance Company is a corporation duly organized and validly existing under the laws of Bermuda; (ii) the execution, delivery and performance of this Agreement by the Maintenance Company have been duly authorized by all necessary corporate action on the part of the Maintenance Company and this Agreement is a valid, binding and enforceable obligation of the Maintenance Company enforceable against it in accordance with its terms and (iii) the execution, delivery and performance of this Agreement by the Maintenance Company does not violate, conflict with or constitute a breach of, the organizational documents or any order, decree or judgment of any court, tribunal or governmental authority binding on the Maintenance Company. The Purchaser hereby represents and warrants to the Grantor that (i) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) the execution, delivery and performance of this Agreement by the Purchaser have been duly authorized by all necessary corporate action on the part of the Purchaser and this Agreement is a valid, binding and enforceable obligation of the Purchaser enforceable against it in accordance with its terms; and (iii) the execution, delivery and performance of this Agreement by the Purchaser does not violate, conflict with or constitute a breach of, the organizational documents or any order, decree or judgment of any court, tribunal or governmental authority binding on the Purchaser. Each Party hereby represents and warrants to the other Parties that it has obtained all approvals, consents, governmental authorizations, lice...
REPRESENTATIONS; INDEMNITY. As between Assignor and Assignee, without in any way affecting, limiting or waiving any rights of Landlord against either Assignor or Assignee under the Lease, Assignor represents, warranty and covenants with Assignee that as of the Effective Date: (i) the Lease is in full force and effect; (ii) all sums due and payable under the Lease as of the Effective Date have been paid in full; (iii) any amounts that become payable after the Effective Date relating to the period prior to the Effective Date must be paid by Assignor promptly; (iv) the Lease has been previously assigned, subleased, extended, modified, or amended, except as noted in this Assignment; (v) Assignor is not in default under any of its obligations under the Lease; and (v) a true and correct copy of the Lease (including any amendments, prior assignments, subleases, or extensions thereto) is attached hereto as Exhibit “B”. Assignor further represents and warrants to both Assignee and Landlord that Landlord is not in default under any of the terms and provisions of the Lease. Landlord and Assignor warrant and represent to Assignee that the Lease attached hereto as Exhibit “B” is a true, correct and complete copy of the Lease and all amendments thereto. ASSIGNOR AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS ASSIGNEE FROM AND AGAINST ANY AND ALL LIABILITY, COSTS OR DAMAGES ARISING WITH RESPECT TO ANY BREACH OF THE FOREGOING, REPRESENTATIONS, WARRANTIES OR COVENANTS. ASSIGNEE AGREES TO INDMNIFY, DEFEND AND HOLD HARMLESS ASSIGNOR FROM AND AGAINST ANY LIABILITY, COSTS OR DAMAGES ARISING WITH RESPECT OT ANY BREACH OF THE LEASE AFTER THE EFFECTIVE DATE.
REPRESENTATIONS; INDEMNITY. A. Level 3. Level 3 hereby represents and warrants to Viatel that (i) each Level 3 entity is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (ii) the execution, delivery and performance of this Agreement by Level 3 has been duly authorized by all necessary corporate action on the part of Level 3 and this Agreement is a valid, binding and enforceable obligation of Level 3 enforceable in accordance with its terms; and (iii) the execution, delivery and performance of this Agreement by Xxxxx 0 does not violate, conflict with or constitute a breach of, the organizational documents or any order, decree or judgment of any court, tribunal or governmental authority binding on Level 3.
REPRESENTATIONS; INDEMNITY. In the definitive purchase agreement for any Purchased Products, Inventors must represent and warrant that Investors own, have the unrestricted, exclusive right to sell, and have the right to bring actions for the infringement or misappropriation of all intellectual property in the Purchased Products, free from the claims of any third party. Accordingly, Inventors must defend and indemnify Buyer and hold Buyer harmless from and against any and all damages arising out of claims for infringement or misappropriation of any intellectual property rights relating to or derived from the Purchased Products.
REPRESENTATIONS; INDEMNITY. Assessment Customer represents and warrants that (i) it has full power and authority to authorize and submit the Assessment purchase order, and to agree to all the terms and conditions contained therein and in these Terms of Use, and has received all parental and other permissions required to permit Discovery Education Assessment to obtain and retain information (including personal information) from Users; (ii) only Assessment Customer or its Users shall access the Website and the Content; (iii) Assessment Customer and its Users will at all times use the Website and the Content only as expressly permitted by the Assessment Customer terms of purchase and these Terms of Use; (iv) in the event that Assessment Customer requests that Discovery Education Assessment customize the Website interface with Assessment Customer's trade name, trademarks or logos, and/or digitize and/or encode and/or host any of Assessment Customer's content on the Content and/or the Website, Assessment Customer has the right to so use and exploit any and all such trade names, trademarks, logos and content, including without limitation any and all underlying elements (the “Assessment Customer IP”), and
REPRESENTATIONS; INDEMNITY. LEVEL 3. Level 3 hereby represents and warrants to Viatel that (i) each Level 3 entity is a corporation organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (ii) the execution, delivery and performance of this Agreement by Level 3 has been duly authorized by all necessary corporate action on the part of Level 3 and this Agreement is a valid, binding and enforceable obligation of Level 3 enforceable in accordance with its terms; and (iii) the execution delivery and performance of this Agreement by Xxxxx 0 does not violate, conflict with or constitute a breach of, the organizational documents or any order, decree or judgment of any court, tribunal or governmental authority binding on Level 3. B. VIATEL. Viatel hereby represents and warrants to Level 3 that (i) Viatel is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) the execution, delivery and performance of this Agreement by Viatel has been duly authorized by all necessary corporate action on the part of Viatel and this Agreement is a valid, binding and enforceable obligation of Viatel enforceable in accordance with its terms; and (iii) the execution, delivery and performance of this Agreement by Viatel does not violate, conflict with or constitute a breach of, the organizational documents or any order, decree or judgment of any court, tribunal or governmental authority binding on Viatel. 10 <PAGE> C.
REPRESENTATIONS; INDEMNITY. (a) Grantor hereby represents and warrants to Purchaser that (i) it is a corporation duly organized, validly existing and in good
REPRESENTATIONS; INDEMNITY. INSURANCE
15.1 BELLICUM Representations. BELLICUM hereby represents and certifies that:
(i) it is a corporation duly organized and in good standing under the laws of the State of Delaware;
(ii) it is qualified to do business and in good standing in the State of Texas and elsewhere as the nature of its business and properties so require;
(iii) the execution, delivery and performance of this Agreement by BELLICUM and the consideration provided for herein has been duly authorized by corporate action;
(iv) it has the full power and authority to enter into and carry out its obligations under this Agreement; and
(v) the Common Stock to be issued pursuant to this Agreement has been duly authorized and upon issuance, pursuant to the terms hereof and for the consideration herein set forth, will be validly issued, fully paid and non-assessable. BELLICUM agrees to indemnify and hold BAYLOR and its officers, trustees, faculty, employees, agents and representatives, harmless from any liabilities, costs and expenses (including attorneys’ fees and expenses), obligations or causes of action arising out of or related to any breach of the representations and certifications made by BELLICUM in this Section 15.1.
REPRESENTATIONS; INDEMNITY. Each party represents to the other that they are duly incorporated in the state of their respective jurisdictions of incorporation, validly existing and have the requisite corporate power and authority to enter into and perform this Agreement. Each party represents to the other that the entry into and performance of this Agreement and the transactions contemplated by it will not breach, interfere with or give rise to a claim under any other agreement, obligation or duty to which the representing party is subject, other than to the extent that Coram must obtain consent and approval from IHS under the terms of the Merger Agreement dated October 19, 1996. In the event of a breach of any of the representations or warranties by one party to the other, or any other obligation under this Agreement, the breaching party shall defend, indemnify and hold harmless the nonbreaching party from and against all asserted or resulting suits, proceedings, liabilities, damages and expenses, including costs of defense and attorneys' fees. Each party agrees to notify the other promptly by confirmed facsimile or in writing of any claim by a third party concerning this Agreement or the Products. 6 34.
