Common use of Representations Warranties and Indemnification Clause in Contracts

Representations Warranties and Indemnification. UWM warrants and represents to the Ministry that UWM has the full right, power, and authority to enter into this Agreement, grant the license to the Ministry as herein granted and consummate the transactions hereby contemplated. The Ministry represents and warrants to UWM as follows: a. In its performance of its duties and obligations pursuant to this Agreement, the Ministry shall operate its business in compliance with all applicable federal, state, and local laws, and regulations. b. The Ministry has full right, power, and authority to enter into this Agreement and consummate the transactions hereby contemplated. c. Each party shall indemnify, defend, and hold the other party harmless, including any of the indemnified party’s officers, members, managers, employees, and agents, for, from, and against any and all claims, liabilities, judgements, costs, and expenses, including court costs and attorney’s fees, arising out of or related to: (1) the material breach of any of the indemnifying party’s obligations under this Agreement, including its representations and warranties set forth herein; or (b) the indemnifying party’s fraud, gross negligence, or willful misconduct.

Representations Warranties and Indemnification. UWM warrants and represents to the Ministry Minister that UWM has the full right, power, and authority to enter into this Agreement, grant the license to the Ministry Minister as herein granted and consummate the transactions hereby contemplated. The Ministry Minister represents and warrants to UWM as follows: a. In its performance of its duties and obligations pursuant to this Agreement, the Ministry Minister shall operate its business in compliance with all applicable federal, state, and local laws, and regulations. b. The Ministry Minister has full right, power, and authority to enter into this Agreement and consummate the transactions hereby contemplated. c. Each party shall indemnify, defend, and hold the other party harmless, including any of the indemnified party’s officers, members, managers, employees, and agents, for, from, and against any and all claims, liabilities, judgements, costs, and expenses, including court costs and attorney’s fees, arising out of or related to: (1) the material breach of any of the indemnifying party’s obligations under this Agreement, including its representations and warranties set forth herein; or (b) the indemnifying party’s fraud, gross negligence, or willful misconduct.