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.
Appears in 2 contracts
Samples: Electronic Debt Agreement, Electronic Debt Agreement
Representations, Warranties and Indemnity. 8.1 The Borrower hereby (a) Publisher warrants and represents and warrants to Diamond (i) that it owns or is licensee of the copyrights to the Lender Publisher Books and U.K. Product (ii) that all information furnished by it has the Borrower in connection right to enter into and lawfully perform this Agreement (iii) that it has not granted to any third party any of the rights granted to Diamond hereunder or any rights adverse to or inconsistent with the Loan does not contain rights granted hereunder; and (iv) that Publisher has paid, and will continue to pay as and when required, all royalties and other amounts due to authors or authors’ representatives with respect to sales of the Publisher Books and U.K. Product.
(b) Publisher shall indemnify and hold harmless Diamond, and its officers, directors, shareholders, employees, agents, licensees, representatives, affiliated companies and purchasers of copies of the Publisher Books and U.K. Product from and against any untrue statement and all claims, losses, liabilities, suits or omit to state costs (including without limitation reasonable attorneys’ fees) arising out of any fact breach or alleged breach or any falsity or alleged falsity of any of the omission foregoing warranties or representations of which makes any statements made therein Publisher or in the light event of any third party claim arising from the contents of any of the circumstances under Publisher Books and U.K. Product, the breach of any of the obligations of Publisher hereunder, including but not limited to claims of infringement of copyright or proprietary rights of any third party or arising from the termination by Publisher of Client Distribution Services or any other person or entity providing distribution services to Publisher. Diamond shall promptly notify Publisher of any claim for indemnification; provided that the failure to give such prompt written notice shall not rescind or revoke Publisher’s obligation to indemnify but shall only reduce the amount of the indemnification to the extent that Publisher is materially prejudiced by such delay. Publisher shall have sole control over the defense or settlement of any third party action, suit, proceeding or claim provided that any settlement involving more than the payment of money by Publisher shall require the consent of Diamond, which they are made, misleadingconsent shall not be unreasonably withheld or delayed.
(c) Diamond warrants and represents that it has the right to enter into and lawfully perform this Agreement.
(d) Diamond shall indemnify and hold harmless Publisher, and the Borrower is not aware its officers, directors, shareholders, employees, agents, licensees, representatives, affiliated companies from and against any and all claims, losses, liabilities, suits or costs (including without limitation reasonable attorneys’ fees) arising out of any material facts breach or circumstances alleged breach or any falsity or alleged falsity of any of the foregoing warranties or representations of Diamond or any third party claim arising from the breach or alleged breach of any of the obligations or agreements of Diamond hereunder. Publisher shall give Diamond prompt written notice of any claim for indemnification; provided that have the failure to give such prompt written notice shall not been disclosed rescind or revoke Diamond’s obligation to indemnify but shall only reduce the amount of the indemnification to the Lender which might if disclosedextent that Diamond is materially prejudiced by such delay. Diamond shall have sole control over the defense or settlement of any third party action, 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 requestssuit, 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 proceeding or claim provided that any settlement involving more than the payment of money by Diamond shall require the consent of Publisher, which consent shall not be unreasonably withheld or delayed.
(e) Publisher and Diamond shall each promptly notify the other of, and fully cooperate in the defense of, any claims, demands, actions or proceedings to 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 conditionsprovisions of this paragraph 8 are applicable.
8.3 For the purposes (f) The provisions 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 this paragraph 8 shall treat all such instructions or requests as issued by the Borrower without the necessity survive termination 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 BorrowerAgreement.
Appears in 2 contracts
Samples: Agency Agreement (Marvel Entertainment, Inc.), Agency Agreement (Marvel Entertainment, Inc.)
Representations, Warranties and Indemnity. 8.1 The Borrower hereby Licensor represents and warrants that the Software substantially conforms to the Lender description in the Source Code and the Documentation and that all information furnished the Software as modified by any Source Code Updates will conform to the description in the Source Code as updated by the Borrower in connection with Source Code Updates and the Loan does not contain any untrue statement or omit to state any fact Documentation, as modified by the omission of which makes any statements made therein in the light Documentation Updates. Licensor further represents that Licensee's use of the circumstances under which they are madeSoftware, misleadingDocumentation, Documentation Updates, Source Code and Source Code Updates, if used pursuant to the terms of this Agreement, will not constitute an infringement or other violation of the United States copyright, patent, trade secret or other property rights of any third party. Licensor shall defend, indemnify and hold harmless Licensee, its affiliates, and the Borrower is not aware officers, directors, employees and agents of each of them, from and against any and all claims, damages, losses, expenses (including reasonable attorneys' fees), demands, actions, and causes of action arising out of or resulting from any (i) breach of any material facts term of this Agreement by Licensor; (ii) any claim of any nature whatsoever brought by any third person or circumstances that have entity who allegedly suffers damage of any type as a result of Licensee's use of the Software unless arising as the result of any adaptation, modification or creation of derivative work of the Software made or undertaken at the direction of Licensee; or (iii) any claim of infringement of any copyright, patent or trade secret or other proprietary rights arising from the use of the Software, Source Code, Source Code Updates, Documentation or Documentation Updates. Licensor shall, at Licensee's request, defend any action, claim or suit asserting a claim covered by this indemnity. In each case, Licensee must promptly notify Licensor in writing of any such claim (but failure to so notify will not been disclosed relieve the Licensor of its indemnification obligation hereunder except to the Lender which might extent that Licensor is materially prejudiced by such failure), and Licensor shall be permitted to fully control the defense and any settlement of such claim. However, Licensor shall not, without Licensee's written consent, settle any such claim if disclosedsuch settlement arises from or is part of any criminal action, adversely affect suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the decision part of a person considering whether Licensee or not to provide finance any of Licensor's affiliates. Licensee shall cooperate fully in the defense of each such claim (except to the Borrower;
8.2 In consideration extent that any action would, in the reasonable Licensee shall defend, indemnify and hold harmless Licensor its affiliates, and the officers, directors, employees and agents of each of them, from and against any and all claims, damages, losses, expenses (including reasonable attorneys' fees), demands, actions, and causes of action arising out of or resulting from any (i) breach of any term of this Agreement by Licensee; (ii) any claim of any nature whatsoever brought by any third person or entity who allegedly suffers damage of any type as a result of Licensee's use of the Lender complying with Software other than as contemplated hereby or arising as the Borrower’s instructions result of any adaptation, modification or requestscreation of derivative work of the Software made or undertaken at the direction of Licensee; or (iii) any claim of infringement of any copyright, patent or trade secret or other proprietary rights arising from any modification, enhancement or use not contemplated hereby of the Borrower undertakes Software by Licensee. Licensee shall, at Licensor's request, defend any action, claim or suit asserting a claim covered by this indemnity. In each case, Licensor must promptly notify Licensee in writing of any such claim, and Licensee shall be permitted to indemnify fully control the Lender defense and hold the Lender harmless on any settlement of such claim. However, Licensee shall not, without Licensor's written consent, settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a full and unqualified indemnity basis against stipulation to or admission or acknowledgment of, any lossliability or wrongdoing (whether in contract, charge, damage, expense, fee tort 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 otherwise) on the Borrower’s instructions part of Licensor or requests or any of Licensee's affiliates. Licensor shall cooperate fully in accordance with these terms the defense of each such claim and conditionsmay appear at its own expense through counsel.
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.
Appears in 1 contract
Samples: Software License (Qk Healthcare Inc)
Representations, Warranties and Indemnity. 8.1 The Borrower hereby (a) Each Party represents and warrants that it is duly organized and has the unrestricted right to enter into and perform this Agreement.
(b) Metalync will indemnify, defend and hold harmless GMTI, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from any gross negligence or willful misconduct in the Lender that performance of this Agreement by it or its breach of any representation or covenant in this Agreement in any material respect. GMTI will promptly notify Metalync of any and all information furnished by the Borrower in connection such claims and will reasonably cooperate with Metalync with the Loan does defense and/or settlement thereof, provided that if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts GMTI in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require GMTI's written consent (not contain to be unreasonably withheld or delayed) and GMTI may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.
(c) GMTI will indemnify, defend and hold harmless Metalync, its affiliates, officers, directors, employees, consultants and agents from any untrue statement and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) not arising from its performance of this Agreement or omit to state any fact the omission of which makes any statements made therein its breach or covenant in the light of the circumstances under which they are made, misleading, and the Borrower is not aware this Agreement. Metalync will promptly notify GMTI of any material facts and all such claims and will reasonably operate with GMTI with the defense and/or settlement thereof, provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or circumstances that have not been disclosed prejudices or detrimentally impacts Metalync in any way and such obligation, liability, prejudice or impact can reasonably be expected to the Lender which might if disclosedbe material, adversely affect the decision of a person considering whether or then such settlement shall require Metalync's written consent (not to provide finance be unreasonably withheld or delayed) and Metalync may have its own counsel in attendance at all proceedings and substantive negotiations relating 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 conditionssuch claim.
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.
Appears in 1 contract