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

  • WE ARE FULLY AWARE OF THE IMPORTANCE OF THE CONDITIONS AND REPRESENTATIONS INCLUDING BUT NOT LIMITED TO THE WARRANTIES, REPRESENTATIONS, INDEMNIFICATION AND LIABILITY PROVISIONS AND HAVE SIGNED BELOW DEMONSTRATING OUR INTENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AS OF THE EFFECTIVE DATE FIRST WRITTEN ABOVE.

  • SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION Section 9.1. Survival of Representations and Warranties.

  • 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 Section 9.1. Survival of Representations and Warranties 41 Section 9.2. Indemnification by the Company 42 Section 9.3. Indemnification by Investor 42 Section 9.4. Minimum Indemnification Threshold and Limits 42 Section 9.5. Claims Notice 42 Section 9.6. Covered Litigation 43 ARTICLE X.

  • Substitutions approved prior to bid date will be handled as an addendum and be sent to all bidders.

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

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

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

  • Whilst some members of the government believed that asking for written submissions and the occasional meeting with some of the councils was authentic dialogue, Local Government did not.

  • SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION...............................................

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 has the meaning set forth in Section 2.5.

  • 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, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • 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 the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (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 Insert the following Section 15, after Section 14:

  • 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 set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Corporate Authorization), Section 5.3 (Binding Effect), Section 5.4 (Capitalization) and Section 5.16 (Brokers’ Fees).

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • 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).