Warranties and Representations Indemnity Sample Clauses

Warranties and Representations Indemnity. 31 Section 7.01 Warranties and Representations Relating to Actions of Halliburton and XXX 00 Xxxxxxx 7.02 Warranties and Representations Relating to the Distribution. 32 Section 7.03 Covenants Relating to the Tax Treatment of the Distribution. 32 Section 7.04 Spinoff Indemnification. 36 Section 7.05 Indemnified Liability – Spinoff 36 Section 7.06 Amount of Indemnified Liability for Income Taxes – Spinoff 36 Section 7.07 Indemnity Amount – Spinoff 37 Section 7.08 Additional Indemnity Remedy – Spinoff 37 Section 7.09 Calculation of Indemnity Payments 37 Section 7.10 Prompt Performance 38 Section 7.11 Interest 38 Section 7.12 Tax Records 38 Section 7.13 KBR Representations and Covenants 38 Section 7.14 Halliburton Representations and Covenants 39 Section 7.15 Continuing Covenants 39 ARTICLE VIII. MISCELLANEOUS PROVISIONS 39 Section 8.01 Notice 39 Section 8.02 Required Payments 40 Section 8.03 Injunctions 40 Section 8.04 Further Assurances 40 Section 8.05 Parties in Interest 40 Section 8.06 Setoff 41 Section 8.07 Change of Law 41 Section 8.08 Termination and Survival 41 Section 8.09 Amendments; No Waivers. 41 Section 8.10 Governing Law and Interpretation 41 Section 8.11 Resolution of Certain Disputes 41 Section 8.12 Confidentiality 42 Section 8.13 Costs, Expenses and Attorneys’ Fees 42 Tax Sharing Agreement Between Halliburton Co. and KBR, Inc. Section 8.14 Counterparts 42 Section 8.15 Severability 42 Section 8.16 Entire Agreement; Termination of Prior Agreements. 43 Section 8.17 Assignment 43 Section 8.18 Fair Meaning 43 Section 8.19 Commencement 43 Section 8.20 Titles and Headings 44 Section 8.21 Construction 44 Section 8.22 Termination 44 TAX SHARING AGREEMENT BY AND BETWEEN HALLIBURTON COMPANY AND KBR, INC. This Tax Sharing Agreement (the “Agreement”), dated as of this 1st day of January, 2006, by and between HALLIBURTON COMPANY, a Delaware corporation (“Halliburton”), KBR Holdings LLC, a Delaware limited liability company (“KBR Holdings”), and KBR, Inc., a Delaware corporation (“KBR, Inc.”), is entered into as of the 15th day of November, 2006 and subsequently amended as of February 26, 2007.

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Warranties and Representations Indemnity. A. You hereby warrant and represent that:

Warranties and Representations Indemnity. (a) Seller warrants that:

Warranties and Representations Indemnity. 3.1 Manufacturer represents and warrants to immix the following:

Warranties and Representations Indemnity

Related to Warranties and Representations Indemnity

Warranties and Representations The Contractor warrants and represents that:
Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.
Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:
Seller’s Warranties and Representations Seller hereby represents and warrants to Buyer as follows:
Representations and Warranties Indemnification As to all items transmitted to us, you represent and warrant that: (i) you will comply with the terms and conditions set forth in this Agreement; (ii) you will only transmit eligible items; (iii) you have good title to each check and item and no defense of any party to the check is good against you; (iv) the original check, or a paper or electronic representation, has not previously been deposited for collection with us or any other financial institution, and no depositary bank, drawee, or drawer will be asked to pay a check that it already has paid; and (v) you have no knowledge or notice of information to indicate that the transaction is fraudulent. You agree to indemnify and hold us, our affiliates, directors, officers, employees, and agents harmless from and against all losses, liabilities, cost, damages and expenses (including reasonable attorneys’ fees and cost of litigation) to which we may be subject or that we may incur in connection with any claims that might arise from or out of your use of RDC.
Survival of Representations, Warranties and Indemnities The respective agreements, representations, warranties, and indemnities contained in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of you, any Underwriter or the Company, or any of your or their respective officers or directors or controlling persons, and will survive delivery of and payment for the Securities and the Unit Purchase Option.
Survival of Representations and Warranties; Indemnity All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by the Company in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Securities. Unless the Company otherwise agrees in writing, the Subscriber shall and hereby does indemnify and hold harmless the Company from and against any and all losses, expenses, liabilities and other claims and damages relating to or arising out of any breach of any representation, warranty or covenant made by the Subscriber in this Agreement.
Representations Warranties and Indemnification You represent and warrant that: (i) You own or control all rights necessary to make the grant of rights, licenses, and permissions listed in Section 2, and that the exercise of such rights, licenses, and permissions shall not violate or infringe the rights of any third party, and (ii) any use of the Custom Codes shall be in accordance with the terms of this Exhibit C and shall not infringe any third party rights or violate any applicable laws, directives, rules, and regulations of any governmental authority in the Territory or anywhere else in the world. You agree to indemnify and hold Apple, its subsidiaries and affiliates (and their respective directors, officers, and employees) harmless from all losses, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions, or other proceedings arising from a breach of the representations and warranties set for h in this Section, or a breach of any other term of the Agreement and this Schedule 1.
Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Preferred Stock. The indemnification obligations of the Company as set forth in the indemnification rider identified as Exhibit B ("Indemnification Rider") to the February 4, 1998 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.