REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. Each party represents and warrants to the other that it is authorized to enter into this Agreement and that it is under no restrictions or obligations, contractual or otherwise, that are inconsistent with the execution of this Agreement or that will interfere with such party’s performance of any of its obligations hereunder. You authorize us to accept instructions from you and/or from the staff or staffs or officer that you designate for this engagement. You accept full responsibility for supervising assigned remote staff as they perform services. You shall establish and maintain internal controls over the process/system and monitor ongoing activities that the assigned remote staff performs. You are responsible for properly checking the adequacy, completeness, and accuracy of the assigned remote staff’s work. You will provide us or assigned remote staff with accurate and complete information, documentation required for the proper performance of the services, including but not limited to, software access, access to appropriate reporting manager, records, Information technology, Systems, documents, process understanding, training, etc in a timely manner Our assigned remote staff or we will rely upon the accuracy of all information provided by you or by someone on your behalf, without independently verifying it. You must notify us promptly if any information provided by us is rendered untrue, unfair, or misleading. You are responsible for providing assigned remote staff with updated information as it becomes available to you. If updated information is not shared with assigned remote staff, the performance of services might get affected adversely. If required, you must take all necessary steps to correct any communication or document issued that contains, refers to or is based upon such information. Because we will rely on you and your management to comply with the responsibilities described above, you hold us harmless and release us, our partners and employees, our assigned remote staff from all claims, liabilities, losses, and costs arising through misrepresentation of any information that has caused, in any respect. This provision shall survive the termination of this Agreement.
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. 10.1 Each Party represents and warrants to the other Party that: (i) it is free to enter into the Agreement and has the full right and authority to do so; (ii) it has taken all corporate action necessary to authorize the execution and delivery of the Agreement and the performance of its obligations under the Agreement; (iii) it is not aware of any impediment that would inhibit its ability to perform in all material respects its obligations under the Agreement; and (iv) the execution, delivery and performance of the Agreement will not violate any provision of, conflict with or result in any breach of any of the terms of, or constitute a default under either Party's respective certificate of incorporation, by-laws, or any material indenture, lease, agreement or other material instrument to which it is a party, or any decree, judgment or order applicable to such party or any law, statute, rule or regulation applicable to such party.
10.2 Xxxxxx hereby represents to BioMedicines that:
(a) It is the assignee of the Patent Rights covered by the Agreement;
(b) It has the legal power to convey the rights granted to BioMedicines in the Agreement;
(c) It has no knowledge of any facts which would rebut the presumption of validity accorded any issued patents within the Patent Rights and it has disclosed to the United States Patent and Trademark office all information "material to patentability," as such is defined in 37 C.F.R. Section 1.56;
(d) It has no knowledge of any adverse claims to the Patent Rights;
(e) All patent applications included in the Patent Rights are pending and have not been abandoned and are enforceable pursuant to a valid assignment; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
(f) To its best knowledge and belief, as of the Effective Date, there are no asserted or unasserted claim or demand which may be enforced against any of the Patent Rights or Know-How;
(g) To its best knowledge and belief, on the Effective Date the practice of any processes and/or products disclosed in the Patent Rights or Know-How do not infringe upon any Third Party patents;
(h) Xxxxxx has not entered into any agreement with any Third Party which is in conflict with the rights granted to BioMedicines pursuant to the Agreement; and
(i) To its best knowledge and belief, the reports and ex...
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS a. If any Dealer representation, warranty or covenant made in connection with a Contract is breached or is untrue, or if Dealer has failed to perform any obligation it may have under a Contract or this Agreement, or if the Buyer asserts any claim arising out of the purchase of a Boat from Dealer under a Contract sold to NationsCredit, then Dealer shall promptly pay NationsCredit any or all of the following amounts at the election of NationsCredit:
(i) the unpaid balance, as determined by NationsCredit, of all Contracts affected by such breach or misrepresentation or claim; (ii) Dealer's portion of any unearned finance charges; (iii) all losses and expenses incurred by NationsCredit as a result of such breach or misrepresentation or claim; and (iv) all out-of-pocket expenses (including, but not limited to, attorney's fees and costs) paid or incurred by NationsCredit in connection with the collection of any amount due under any such Contract. If Dealer breaches this Agreement in any other respect, Dealer shall reimburse NationsCredit for all losses and expenses incurred by NationsCredit as a result of such breach. In addition, Dealer shall indemnify and hold NationsCredit harmless for all losses or expenses, including reasonable attorneys' fees and legal costs, suffered or incurred by NationsCredit in any judicial, administrative, or any other proceeding because of any claim or defense asserted against NationsCredit as a result of any act or omission on the part of Dealer, including, at the election of NationsCredit, the unpaid balance of the Contract, as determined by NationsCredit.
b. Notwithstanding anything to the contrary set forth herein, Dealer hereby guarantees to NationsCredit the payment in full of all amounts owing to NationsCredit from time to time under any Contract purchased by NationsCredit from Dealer in respect of which the Buyer was, at the time of such purchase, an officer, director, partner or employee of Dealer (or a member of the immediate family of any such person associated with the Dealership.)
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. 1. Service Provider represents and warrants to the Client that:
1. It has the right and capacity to enter into this Agreement and fully perform all of its obligations hereunder;
2. It shall use commercially reasonable efforts to perform the Services as described in Schedule “A” attached hereto (except to the extent the Services modified by the parties from time to time by mutual written agreement) and shall provide such Services in a professional manner consistent with industry standards.
3. Other than the express warranties stated above, service provider makes no other representations or warranties hereunder of any kind, either express or implied, in relation to the services, including but not limited to any warranty of merchantability and/or fitness for any particular purpose. In no event shall service provider be liable, directly or indirectly, for any special or consequential or incidental damages including but not limited to loss of anticipated profits, loss of revenue or loss of business.
2. Client Represents and warrants to Service Provider that:
1. It has the right and capacity to enter into this Agreement and fully perform all of its obligations hereunder;
2. All Client Content provided hereunder shall be wholly original to the Client or the Client has acquired the necessary rights from third parties to contribute such Client Content and include it in the Website, and Client Content shall not violate any laws of any country and shall not infringe any other party’s copyright, patent, trademark or other intellectual property right.
3. Client shall not, nor shall it allow, authorize or assist any third party to, use the Website for any illegal purpose whatsoever.
3. Each of the Parties hereto agree to indemnify and save harmless the other, and any of its respective successors, licensees and assigns, from any and all losses, costs, liabilities, damages and expenses (including reasonable lawyers fees) resulting any breach of any representation, warranty and/or covenant under this Agreement.
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. (a) ESCROW AGENT represents and warrants that:
(i) It has the legal capacity and capability to enter into this Agreement and fully perform all of its obligations and provide the services hereunder;
(ii) It shall use commercially reasonable efforts to keep the Materials in safe keeping and perform its obligations as escrow agent in accordance with the terms of this Agreement;
(iii) It shall not disclose to any third party or make use of the Materials without the express joint written approval of both TELUPAY (M.E)
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. 2.5.1 Nationstar shall not be liable to Xxxxxx Xxx for (i) the selling representations and warranties contained in Section IV-A of the MSSC and in the Xxxxxx Xxx Guides with respect to Xxxxxx Xxx Rights transferred to Nationstar pursuant to this Agreement; or (ii) any claims or losses, including, but not limited to, third-party claims, arising out of or related to any servicing deficiency or error, to the extent any servicing deficiency or error is caused by any action, error, omission or failure of any prior servicer, including the Prior Servicer. In acquiring Xxxxxx Xxx Servicing Rights from a Prior Servicer, Nationstar shall use commercially reasonable efforts to negotiate industry standard repurchase and indemnification obligations for past origination, sale and servicing defects. Notwithstanding the foregoing, Nationstar shall be liable for any damage or loss to Xxxxxx Xxx that is caused by Nationstar’s failure to take any corrective action reasonably requested by Xxxxxx Xxx in accordance with the Servicing Standards, or any other failure in Nationstar’s responsibilities after the Servicing Transfer Date and shall cooperate with Xxxxxx Xxx to resolve defects with respect to the Mortgage Loans acquired from a prior servicer.
2.5.2 On and after the Servicing Transfer Date and until the sale of the Servicing Subsidiary pursuant to Section 1.5, Nationstar shall be liable in accordance with Section 15 hereof for the performance of all servicing covenants, representations and warranties contained in the applicable Contract and the Xxxxxx Xxx Guides for the Mortgage Loans as to which Nationstar is providing Servicing or Subservicing.
2.5.3 With respect to Xxxxxx Xxx Subservicing Appointments, the applicable Subservicing Agreement shall provide that Prior Servicer, in the case of a tri-party Subservicing Agreement, or Xxxxxx Xxx, in the case of a two party Subservicing Agreement, shall indemnify Nationstar against claims made against Nationstar by any third party to the extent such claim arises from the origination, sale, and/or servicing of the Mortgage Loans prior to the applicable Servicing Transfer Date. Nationstar agrees to give Xxxxxx Xxx prompt written notice of any such claim within ten (10) days of Nationstar’s receipt of notice of such claim. Xxxxxx Xxx shall have the option to defend or settle any such claim, and Nationstar agrees to cooperate with and assist Xxxxxx Xxx in such manner as Xxxxxx Xxx xxxxx necessary in its reasonable discretion in su...
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. CDA is ultimately responsible to the Department of the Treasury for compliance with all SLFRF and HOME requirements, including the enforcement of this Agreement and in particular its provisions related to principal residency and recapture. Borrower hereby represents and warrants that:
9.1. All information and documentation provided to CDA or the City is truthful and correct to the best of Xxxxxxxx's knowledge and belief. Borrower acknowledges that any discrepancies or misstatements may result in Xxxxxxxx’s disqualification from participation in the program and shall be deemed a breach of this Agreement and the Loan, and Borrower will be required to repay the entire SLFRF investment amount.
9.2. Borrower’s financial situation has not changed materially since the application for SLFRF assistance was made.
9.3. Xxxxxxxx shall indemnify, defend and hold the City and CDA harmless from and against any claim, loss, liability or expense, including reasonable attorneys' fees and expenses, arising from this Agreement or involving the Property.
9.4. Borrower shall not incur any obligation, liability or expense of any kind and at any time in the name of or on behalf of the City or CDA.
9.5. Borrower warrants that it has not and will not execute any other agreement with provisions contradictory to, or in opposition to, the provisions hereof, and that the requirements of this Agreement are paramount and controlling as to the rights and obligations herein set forth and supersede any other requirements in conflict herewith.
9.6. Borrower specifically acknowledges that CDA or its designee may review, monitor, or seek to confirm the Borrower’s ongoing compliance with the terms of this Agreement and the Loan, and Xxxxxxxx agrees to provide such information or documents to CDA or its designee as CDA may reasonably require in the course of such monitoring or reviews, including but not limited to evidence that the Borrower is in compliance with Section 5.
9.7. Borrower hereby represents and warrants that Borrower has read this Agreement, fully understands all terms, stipulations and conditions hereof and has the full legal right, power and authority to execute and deliver this Agreement and to perform all the undertakings of the Borrower hereunder.
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. (a) Escrow Agent represents and warrants that:
(i) Other than being a party to this Agreement, it is an independent third party in respect to the Developer and Licensee and is not an affiliated, associated or related entity to Developer or Licensee;
(ii) It has the right and capacity to enter into this Agreement and fully perform all of its obligations and provide the services hereunder;
(iii) It shall use commercially reasonable efforts to keep the Materials in safe keeping and perform its obligations as Escrow Agent in accordance with the terms of this Agreement;
(iv) It shall not disclose to any third party or make use of the Materials without the express written approval of Developer and Licensee;
(v) It shall takes such steps as are reasonably necessary and desirable to protect the confidentiality of the Materials and prevent the unauthorized disclosure thereof, including without limitation storing the Materials in such a way to preserve the confidentiality of the Materials and restrict disclosure of and access to the Materials.
(b) Escrow Agent shall indemnify and save harmless Developer and the Licensee from any and all damages, costs, liability, expenses, including reasonable legal fees, suffered by Developer and/or Licensee as result of any breach of its representations and warranties. Notwithstanding the forgoing, Escrow Agent shall not be held responsible or liable for any acts of Developer and/or Licensee and Escrow Agent shall have no liability under this Agreement whatsoever except for its acts of negligence, misconduct or a material breach of this Agreement. Developer and Licensee shall indemnify and save harmless Escrow Agent from any and all damages, costs and liability suffered by Escrow Agent arising as result of the breach of this Agreement or the License or breach or infringement any law or right of any third party by Developer and/or Licensee.
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. The Rose Group represents and warrants all of the following: (i) The Rose Group is authorized to enter into this Agreement; (ii) The Rose Group's services shall not defame any person or entity or infringe the rights of others, including, without limitation, any trade name, trademark or copyright and shall not invade or violate any right of privacy, publicity, personal or proprietary right, or other common law of statutory right; and
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. In order to induce the Lender to enter into this Agreement and to make the Loan, each of the Borrower and the Guarantor makes the representations, warranties, and indemnifications hereinafter set forth in this Article IV.
