Representations, Warranties and Indemnity. 4.1 The Issuer represents and warrants to and (where applicable) agrees with, the Subscriber that:
Representations, Warranties and Indemnity. In order to induce ----------------------------------------- the other Venturer to enter into this Agreement, each Venturer does hereby make to each other Venturer the representations and warranties hereinafter set forth, and does hereby agree to indemnify and hold each other Venturer harmless from any and all loss, expense or liability any other Venturer may suffer as a result of any inaccuracy as of the date hereof in any representation and warranty set forth below:
Representations, Warranties and Indemnity. (a) The Customer shall indemnify and hold harmless the Mint, its directors, officers, employees and agents, from and against any damages and/or losses, including, but not limited to loss, destruction and/or damage to Precious Metals, any injuries, including, but not limited to, bodily injuries or death, any costs and/or expenses and/or any claim, action, suit and/or other proceeding, including reasonable settlement, judgment and attorney's fees, arising out of the presence of any of the Customer's employees, agents, representatives and/or contractors on the premises of the Mint's Facility and/or arising out of the their entering and/or leaving therefrom in connection with the Agreement.
(b) The Customer represents and warrants that:
(i) The Trust was duly created and settled in accordance with the laws of the province of Ontario;
(ii) The Trust continues to be in existence as at the date hereof;
(iii) The Mint has been provided with a copy of the Trust Deed and no other document amending, revoking, or otherwise modifying the Trust is in effect;
(iv) The Trust is permitted by the Trust Deed and all applicable laws to own the Precious Metals and there are no restrictions under the Trust Deed or any document in relation to the Trust that would preclude them from purchasing, holding, storing, or selling the Precious Metals or transferring the Precious Metals to other jurisdictions;
(v) All agents and other representatives of the Trust, including, but not limited to, the Customer, have been duly appointed in accordance with the terms of the Trust Deed and all applicable laws;
(vi) The Trust is not in default for the payment of any taxes to the Canada Revenue Agency or to any taxation authority having jurisdiction over the Trust;
(vii) The Customer has the lawful authority to enter into the Agreement and to fulfil any and all covenants set forth in the Agreement to be fulfilled by it, and the terms of the Agreement are not in material breach of the Trust Deed, or any other document in relation to the Trust, or any law, regulation, by-law, agreement, charter document or covenant by which it is bound; and
(viii) The Trust has legal title to the Precious Metals delivered and stored in the Mint's Facility, with the right to transfer possession of the Precious Metals to the Mint and/or, as applicable, to a Sub-Custodian, free and clear of all liens and encumbrances.
(c) The Customer shall indemnify and hold harmless the Mint, its directors, officers, employees and ag...
Representations, Warranties and Indemnity a. Talent represents and warrants that he has not granted nor will he grant to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Product or in connection with products that are identical or substantially similar to the Product.
b. Talent further represents and warrants to Company that he has the full right, power, and authority to grant the Property herein.
c. Talent further represents and warrants that he has not misrepresented or concealed anything with respect to his background that may have a prejudicial effect on the value of the endorsement, that he is in good health, and that he has not engaged nor will he engage during the Term of this Agreement in any activity (criminal or otherwise) that could potentially have a negative impact on the Product.
d. Company agrees to defend, indemnify, and hold Talent harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Talent based on the manufacture or sale of the Product including, but not limited to, actions founded on product liability.
e. Talent agrees to defend, indemnify, and hold Company, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable legal fees and costs) incurred through claims of third parties against Company based on a breach by Talent of any representation and/or warranty made in this Agreement or with respect to any third-party claims for infringement involving the use of the Property by Company.
Representations, Warranties and Indemnity. 4.1 The Issuer represents and warrants to and (where applicable) agree with, the Managers that:
Representations, Warranties and Indemnity a. Invicta represents, warrants and certifies that (i) Invicta has the full right and authority to enter into this Agreement and grant all rights, including but not limited to all rights in the Trademark(s) and intellectual property, and to perform all obligations hereunder; (ii) Invicta has obtained all authorizations, permissions and consents and paid all fees and other charges necessary for Invicta to enter into and perform this Agreement; and (iii) neither this Agreement nor the grant of rights or performance by Invicta hereunder will conflict with nor violate any commitment to, or agreement or understanding Invicta has, or will have with, any other person or entity.
b. Invicta (including its agents, representatives, and contractors) agrees to defend, hold harmless and indemnify IMBI, its directors, employees, affiliates, successors, assigns, agents and customers from and against any and all actual or threatened third-party disputes, claims, actions, suits, proceedings, (each, a “Claim”) costs, liability, damages and expenses (including, but not limited to, reasonable attorney’s fees, costs and expenses)(each a “Loss”) whether or not well founded in law or fact, which arise out of or are directly or indirectly related to Invicta’s (i) violation or alleged violation of any of the representations and warranties herein or provisions of this Agreement; (ii) liability associated with the Products; and (iii) gross negligence or willful misconduct. Regardless of when the Loss occurs or the Claim is asserted, IMBI shall have the right to select counsel to conduct, and shall control, any defense subject to this provision.
Representations, Warranties and Indemnity. 8.1 The Borrower hereby represents and warrants to the Lender that all information furnished by the Borrower in connection with the Loan does not contain any untrue statement or omit to state any fact the omission of which makes any statements made therein in the light of the circumstances under which they are made, misleading, and the Borrower is not aware of any material facts or circumstances that have not been disclosed to the Lender which might if disclosed, adversely affect the decision of a person considering whether or not to provide finance to the Borrower;
8.2 In consideration of the Lender complying with the Borrower’s instructions or requests, the Borrower undertakes to indemnify the Lender and hold the Lender harmless on a full and unqualified indemnity basis against any loss, charge, damage, expense, fee or claim which the Lender suffers or incurs or sustains thereby and the Borrower absolves the Lender from all liability for loss or damage which the Borrower may sustain from the Lender acting on the Borrower’s instructions or requests or in accordance with these terms and conditions.
8.3 For the purposes of Clause 8.2, the expression “the Borrower’s instructions or requests” means any instructions or requests received by the Lender from the Borrower’s Phone Number, email address whether or not such instructions or requests are issued by the Borrower or someone else acting with or without instructions, it being acknowledged and agreed that the Lender shall treat all such instructions or requests as issued by the Borrower without the necessity of independent investigation or verification. In this regard, the Borrower irrevocably authorizes the Lender to act on all instructions or authorization received by the Lender from the Borrower’s Phone Number and email address and to hold the Borrower liable in respect thereof, notwithstanding that any such requests are not by the Borrower or authorized by the Borrower.
Representations, Warranties and Indemnity. (a) Contractor represents and warrants that:
(i) Product converted hereunder will meet its Specification, except to the extent that (x) any failure of Product to meet its Specification is caused by a failure of Feedstock to meet the Feedstock Specification, or (y) any failure of Product to meet its Specification is caused by the failure of any storage tank in a delivery truck to have been cleaned and decontaminated immediately prior to receiving Product for delivery; and
(ii) Product furnished under this Agreement shall be manufactured, processed and packaged in material compliance with all applicable federal, state and local laws, regulations, orders and guidelines and good industry practice, except to the extent any failure to package Product in material compliance with all applicable federal, state and local laws, regulations, orders and guidelines and good industry practice is caused by the trucks or drums selected by Owner; and
(iii) Product will be conveyed free of any liens and encumbrances, except to the extent any liens and encumbrances attributable to Owner attach to the Feedstock or Product; and
(iv) as of the Distribution Date it is aware of no Regulatory Change (as that term is defined in Section 9.4(a)) which has been proposed or is under consideration.
(b) CONTRACTOR MAKES NO WARRANTIES OTHER THAN AS PROVIDED IN SECTION 12.1(a) AND CONTRACTOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF FITNESS FOR AN INTENDED PURPOSE OR FOR ANY OTHER PARTICULAR PURPOSE, WETHER ARISING BY LAW, CUSTOM, CONDUCT OR USAGE OF TRADE.
12.2 Owner represents and warrants that:
(a) It will at all times comply in all material respects with all applicable laws, regulations, orders and guidelines and good industry practice, and that it presently has, and will use its best efforts to maintain, all licenses, permits and similar authorizations required for the manufacture, processing, packaging, sale and delivery of Product; and
(b) It has the full legal right to use Feedstock and the Conversion Process to produce Product, and there are no restrictions under law or any patent, nor is Owner party to any contracts which prohibit Owner from contracting to have Contractor produce Product as contemplated by this Agreement; and 14 15 (c) as of the Distribution Date it is aware of no Regulatory Change (as that term is defined in ...
Representations, Warranties and Indemnity. Owner represents and warrants that all vehicles are new (not more than 3 years old) and are in a good mechanical and road-worthy condition. The Owner agrees to indemnify and hold the Driver harmless against and to pay all claims, losses, costs and damages which the Driver incurred or sustained by reason of car breakdown caused by a mechanical malfunction beyond the Driver’s control or arising because of warranty claims or product liability matters. The Driver will promptly deliver to the Owner any notices or papers served upon it in any proceeding covered by this indemnity, and the Owner will defend the same at its expense. The Driver shall, however, have the right to participate in the defense at its own expense, at the Driver’s sole discretion.
Representations, Warranties and Indemnity. You represent and warrant that:
(a) You are old enough to form a legally binding contract.
(b) If you are accepting this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind that company or legal entity.
(c) You are the sole owner of the User Generated Content or have the rights or license to use illustrations, photographs, text or cartographic artwork that are not in the public domain or created by you.
(d) Your Work and any advertising, promotions, press releases, or other documents affiliated with the Work does not contain material that promotes racist, homophobic, discriminatory, or other repugnant views; that promotes overt political agendas or views; that depicts or describes criminal violence against children; that depicts or describes rape or other acts of criminal perversion; that is libelous; that violates the copyrights or trademarks of another party; that violates the law; or that the general public would classify as pornography.
(e) You will take no action which is intended, or would reasonably be expected, to harm Owner or its reputation, or which would reasonably be expected to lead to unwanted or unfavorable publicity to Owner. This includes but is not limited to disparaging remarks, comments, or statements that impugn the character, honesty, integrity, morality, or business acumen or abilities of Owner.
(f) You will not engage in crowdfunding in direct relation to the Work.
(g) You have secured any image release rights from any persons that may appear in any illustrations or photography in your Work. You will indemnify and hold OBS and Owner harmless from any liability or cause of action arising from any breach of your representations and warranties including all reasonable attorneys’ fees and costs.
