Common use of REPRESENTATIONS; INDEMNITY Clause in Contracts

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, licenses and permits as may be required to enter into this Agreement, and, in the case of the Grantor and the Purchaser, grant or acquire, as the case may be, the IRU in the Purchased Capacity. The foregoing representations and warranties shall survive the execution and delivery of this Agreement. Subject to Section 15, the Purchaser agrees to indemnify and hold harmless the Grantor, the Maintenance Company, their respective affiliates and any of their respective officers, directors, employees, agents and representatives from and against any loss, damage, expense or cost arising out of or in connection with: (i) any breach or violation by the Purchaser of applicable law or governmental regulation and (ii) any claims of whatever nature by third parties with respect to the services provided by the Purchaser or the Purchaser's use of the Purchased Capacity. Subject to Section 15, the Grantor and the Maintenance Company agree to indemnify and hold harmless the Purchaser and its officers, directors, employees, agents and representatives from and against any loss, damage, expense or cost arising out of or in connection with: (i) any breach or violation by the Grantor or the Maintenance Company of applicable law or governmental regulation, and (ii) any claims of whatever nature by third parties with respect to the services provided by the Grantor or the Maintenance Company.

REPRESENTATIONS; INDEMNITY. The (a) Grantor hereby represents and warrants ------------------------------ to Purchaser that (i) the Grantor it is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Delawareits organization; (ii) the execution, delivery and performance of this Agreement by the Grantor have has 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 . (ib) 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 has 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. . (c) Each Party party hereby represents and warrants to the other Parties party that it has obtained all approvals, consents, governmental authorizations, licenses and permits as may be required to enter into this Agreement, and, in the case of the Grantor and the Purchaser, grant or acquire, as the case may be, the IRU in the Purchased Capacity. Inland Capacity and otherwise to perform its obligations hereunder. (d) The foregoing representations and warranties shall survive the execution and delivery of this Agreement. . (e) Subject to Section 1511, the Purchaser agrees to indemnify and hold harmless the Grantor, the Maintenance Company, their respective affiliates Grantor and any of their respective its officers, directors, employees, agents agents, representatives, successors and representatives assigns (each, an "indemnitee") from and against any loss, damage, expense or cost arising out of or in connection with: with (i) any breach or violation by the Purchaser of applicable law or governmental regulation regulation, and (ii) any claims of whatever nature by third parties with respect to the services provided by the Purchaser or the Purchaser's use of the Purchased Capacity. . (f) Subject to Section 1511, the Grantor and the Maintenance Company agree agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, agents and representatives from and against any loss, damage, expense or cost arising out of or in connection with: (i) any breach or violation by the Grantor or the Maintenance Company of applicable law or governmental regulation, and (ii) any claims of whatever nature by third parties with respect to the services provided by the Grantor or the Maintenance CompanyGrantor.

REPRESENTATIONS; INDEMNITY. (a) 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 DelawareCalifornia; (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 its organizational documents or any order, decree or judgment of any court, tribunal or governmental authority binding on the Grantor. . (b) 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 its organizational documents or any order, decree or judgment of any court, tribunal or governmental authority binding on the Maintenance Company. . (c) The Purchaser hereby represents and warrants to the Grantor that (i) the Purchaser is a corporation duly organized, and validly existing and in good standing under the laws of its jurisdiction of organization; (ii) the Purchaser use of the Capacity shall comply with relevant laws and regulations in the US or relevant jurisdiction; (iii) 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 (iiiiv) 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. . (d) Each Party hereby represents and warrants to the other Parties that it has obtained all approvals, consents, governmental authorizations, licenses and permits as may be required to enter into this Agreement, and, in the case of the Grantor and the Purchaser, grant or acquire, as the case may be, the IRU in the Purchased Capacity. . (e) The foregoing representations and warranties shall survive the execution and delivery of this Agreement. . (f) Subject to Section 15, the Purchaser agrees to indemnify and hold harmless the Grantor, the Maintenance Company, their respective affiliates Affiliates and any of their respective officers, directors, employees, agents and representatives from and against any loss, damage, expense or cost arising out of or in connection with: (i) any breach or violation by the Purchaser of applicable law or governmental regulation and (ii) any claims of whatever nature by third parties with respect to the services provided by the Purchaser or the Purchaser's use of the Purchased Capacity. . (g) Subject to Section 15, the Grantor and the Maintenance Company agree to indemnify and hold harmless the Purchaser and its officers, directors, employees, agents and representatives from and against any loss, damage, expense or cost arising out of or in connection with: (i) any breach or violation by the Grantor or the Maintenance Company of applicable law or governmental regulation, and (ii) any claims of CONFIDENTIAL - GLOBAL CROSSING PROPRIETARY INFORMATION whatever nature by third parties with respect to the services provided by the Grantor or the Maintenance Company.

REPRESENTATIONS; INDEMNITY. The (a) Grantor hereby represents and warrants to Purchaser that (i) the Grantor it is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Delawareits organization; (ii) the execution, delivery and performance of this Agreement by the Grantor have has 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 judgement of any court, tribunal or governmental authority binding on the Grantor. The Maintenance Company hereby represents and warrants to the Purchaser that . (ib) 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 represents 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 has 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. . (c) Each Party party hereby represents and warrants to the other Parties party that it has obtained all approvals, consents, governmental authorizations, licenses and permits as may be required to enter into this Agreement, and, in the case of the Grantor and the Purchaser, grant or acquire, as the case may be, the IRU in the Purchased Capacity. Inland Capacity granted hereunder. (d) The foregoing representations and warranties shall survive the execution and delivery of this Agreement. . (e) Subject to Section 1511, the Purchaser agrees to indemnify and hold harmless the Grantor, the Maintenance Company, their respective affiliates Grantor and any of their respective its officers, directors, employees, agents and representatives (each, an "indemnitee") from and against any loss, damage, expense or cost arising out of or in connection with: with (i) any breach or violation by the Purchaser of applicable law or governmental regulation regulation, and (ii) any claims of whatever nature by a third parties party for damages with respect to the provision of services provided by the Purchaser or the Purchaser's use of the Purchased Capacity. . (f) Subject to Section 1511, the Grantor and the Maintenance Company agree agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, agents and representatives from and against any loss, damage, expense or cost arising out of or in connection with: (i) any breach or violation by the Grantor or the Maintenance Company of applicable law or governmental regulation, and (ii) any claims of whatever nature by third parties with respect to the services provided by the Grantor or the Maintenance CompanyGrantor.

REPRESENTATIONS; INDEMNITY. (a) The Grantor hereby represents and warrants to Purchaser that (i) the Grantor is a corporation company duly organized and validly existing under the laws of the State of DelawareBermuda; (ii) the execution, delivery and performance of this Agreement by the Grantor have has 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 . (ib) 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 has 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. . (c) Each Party hereby represents and warrants to the other Parties party that it has obtained all approvals, consents, governmental authorizations, licenses and permits as may be required to enter into this Agreement, and, in the case of the Grantor and the Purchaser, grant or acquirerequire, as the case may be, the IRU in the Purchased Capacity. . (d) The foregoing representations and warranties shall survive the execution and delivery of this Agreement. . (e) Subject to Section 1511, the Purchaser agrees to indemnify and hold harmless the Grantor, Grantor and the Maintenance Company, their respective affiliates Subsidiary Grantors and any of their respective officers, directors, employees, agents and representatives from and against any loss, damage, expense or cost arising out of or in connection with: (i) any breach or violation by the Purchaser of applicable law or governmental regulation and (ii) any claims of whatever nature by third parties with respect to the services provided by the Purchaser or the Purchaser's use of the Purchased Capacity. . (f) Subject to Section 1511, the Grantor and the Maintenance Company agree agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, agents and representatives from and against any loss, damage, expense or cost arising out of or in connection with: with (i) any breach or violation by the Grantor or the Maintenance Company any Subsidiary Grantor of applicable law or governmental regulation, and (ii) any claims of whatever nature by third parties with respect to the services provided by the Grantor or the Maintenance Company.any Subsidiary