REPRESENTATIONS; INDEMNIFICATION definition

REPRESENTATIONS; INDEMNIFICATION. Advertisements are accepted upon the representation that Advertiser has the rights to publish, transmit and make copies of the contents of the advertisement, without infringement of any rights of any third party or violating any applicable laws, rules or regulations. In consideration of such publication, Advertiser agrees to indemnify and hold CIM, its affiliated entities and its employees harmless against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by CIM in connection with any claims of any kind arising out of publication of the advertisement (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or deceptive advertising or sales practices) and/or any material of Advertiser to which users can link through the advertisement.
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Examples of REPRESENTATIONS; INDEMNIFICATION in a sentence

  • SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION 49 Section 9.1. Survival of Representations 49 Section 9.2. Indemnification 49 Section 9.3. Claims 50 Section 9.4. Limitations on Indemnification Obligations 52 Section 9.5. Exclusive Remedy 54 -ii- TABLE OF CONTENTS (continued) Page ARTICLE X.

  • SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION; REMEDIES...........................34 11.1. Survival of Representations.............................................34 11.2. Agreement of Stockholder to Indemnify...................................35 11.3.

  • SURVIVAL OF REPRESENTATIONS: INDEMNIFICATION: REMEDIES........................................................

  • SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION SECTION 10.1 Survival of Agreements.

  • SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION REMEDIES..................................................28 7.1. Survival of Representations.........................................................28 7.2. General Indemnity...................................................................28 7.3. Specific Performance................................................................28 7.4.

  • SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION AND REMEDIES, CONTINUING COVENANTS..........................................................................

  • SURVIVAL; NO OTHER REPRESENTATIONS; INDEMNIFICATION.......................................

  • SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION AGREEMENTS AND CERTAIN OTHER MATTERS (a) Survival (b) Indemnification by ALBANK (c) Indemnification by the Company (d) Procedures (e) Settlement (f) Limitations 22.

  • This Agreement may be terminated at any time prior to the Closing Date: 63 Section 8.2 Manner of Exercise 64 Section 8.3 Effect of Termination 65 Section 8.4 Waiver 65 ARTICLE IX - SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION 65 Section 9.1 Survival; Knowledge of Breach 65 Section 9.2 Indemnification 66 Section 9.3 Method of Asserting Claims, etc.

  • HOLDER’S REPRESENTATIONS; INDEMNIFICATION follows:11.1 Holder’s Representations.

Related to REPRESENTATIONS; INDEMNIFICATION

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnification Cap shall have the meaning set forth in Section 8.4(b).

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Representation Agreement means a contract entered into between an Agent and an Athlete or between an Agent and a Club.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement, substantially in the form of Exhibit D, among the Borrowers, the Subsidiary Guarantors and the Collateral Agent.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1(a) and Section 3.1(b) (Organization and Qualification), Section 3.2(a), Section 3.2(c) and Section 3.2(f) (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.8(a) (No Company Material Adverse Effect) and Section 3.17 (Brokers).

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Limitation of Liability PrimePay has negotiated preferred terms and conditions with FD as a service to PrimePay Clients. Client understands that FD, and not PrimePay, will be performing those services and that Client will enter its own service agreement(s) with FD for such services under terms and conditions specified by FD and agreed to by Client. Accordingly, Client acknowledges that FD shall be the provider of Payment Processing Services hereunder and that PrimePay shall have no liability whatsoever for or related to the performance of those services, including any and all damages, costs and related expenses (including attorney fees).

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Seller Fundamental Representations means the representations and warranties set forth in Section 6.1 (Organization, Good Standing and Qualification of Seller), Section 6.2 (Authorization; Enforceability), Section 6.10 (Title to Purchased Assets) and Section 6.26 (Brokerage Commission).

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).