Representations, Warranties and Indemnities. You represent and warrant to Prime Publishing and its Affiliates that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Paragraphs 3 and 5 above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to Prime Publishing by you, and Prime Publishing's and its Affiliates' exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by Prime Publishing and its Affiliates as permitted hereunder, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, and (f) all factual statements submitted by you are accurate and not misleading. You agree to indemnify, defend, and hold Prime Publishing and its Affiliates harmless from all claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from your breach of any representation or warranty set forth in this paragraph. 8)
Representations, Warranties and Indemnities. 6.1 The Parties represent and warrant:
(a) that they dispose of all the powers, authorizations, permits and licenses that may be required for the purposes hereof and for the conduct of the activities prescribed herein, with an undertaking to maintain the same,
(b) that the signing hereof and the conduct of the activities contemplated herein neither conflict with nor violate its articles of incorporation or any commitments or obligations previously contracted, or any law, rule, regulation or administrative measure;
(c) that they reciprocally undertake promptly to report any event or circumstance that may conflict with the terms of paragraphs (a) and (b) of the present clause 6.1.
6.2 The Target Company and the Shareholders also represent and warrant:
(a) that both the Shareholders and the members of the Board of Directors of the Target Company will devote adequate working time to its management;
(b) that the payment cited in clause 3.1 will not be used for purposes extraneous to the program governed by the B4i Startup Call;
(c) that they are owners of any copyright and/or patent underlying the implementation of the project presented on the occasion of the Shareholders’ acceptance of the B4i Startup Call, indemnifying and holding harmless B4iFund from any liability or dispute that may arise in relation to the same;
(d) that the Shareholders have neither been convicted nor, to the best of their knowledge, investigated for violation or possible violation of legal provisions of a criminal nature, aware that B4iFund will appoint a leading operator in the market for the execution of a Due Diligence check regarding such aspects, as per article 10 below.
6.3 The Target Company and the Shareholders also represent and warrant to B4iFund that:
(a) the business carried out by the Target Company is conducted and will be conducted without giving rise to violations of provisions of law or regulation or of other nature applicable to such business;
(b) the financial statements of the Target Company have been and will be drafted in conformity with applicable legal provisions and accounting standards and represent and will represent correctly and truthfully the situation of the Target Company’s assets and finances at the relevant dates;
(c) the Target Company neither has nor will have any liabilities of any kind other than: (i) those posted in the latest approved financial statements and not yet settled; or (ii) those having arisen after the date of the latest approved financ...
Representations, Warranties and Indemnities. A. Each party represents and warrants to the other that it is duly organized and validly existing under the laws of the state of its organization, that it has the requisite corporate or limited liability company authority to execute and deliver this Agreement and to perform its obligations hereunder, and that the execution and performance of its obligations hereunder are not and will not be in violation of or in conflict with any material obligation it may have to any third party.
B. PPG represents and warrants that any Formulated TIMERx supplied by it to Endo hereunder for use in the Designated Product, at the point of delivery:
1. will conform to the Specifications in effect as of the order date therefor; and
2. to PPG's current knowledge, without undertaking any special investigation, will not infringe upon the intellectual property rights of any third party.
C. Each party represents and warrants to the other that it has obtained, and will at all times during the term of this Agreement hold and comply with, all licenses, permits and authorizations necessary to perform this Agreement and to test, manufacture, market, export, and import the Designated Product(s), Oxymorphone, or Formulated TIMERx to be so tested, manufactured, marketed, exported or imported by it as provided herein, as now or hereafter required under any applicable 27 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. statutes, laws, ordinances, rules and regulations of the United States and any applicable foreign, state, and local governments and governmental entities, including without limitation all Facilities Certifications (as to Endo).
D. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (i) BY PPG AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY PPG PATENTS, PPG'S CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, PPG TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (ii) BY ENDO AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY ENDO TECHNOLOGY, ENDO TEST AND REGULATORY DATA, OR JOINT TECHNOLOGY, NOR AS TO THE U...
Representations, Warranties and Indemnities. 26.1 The Licensee understands and agrees that the Royalties in this Agreement have been determined based on the Crown exclusion or limitations of liability as set out in this Agreement.
26.2 The Licensee shall have no recourse against the Crown, whether by way of any suit or action or other, for any loss, liability, damage or cost that the Licensee may suffer or incur at any time, by reason of the Licensee's possession or use of the CHS Digital Data and Products and/or CHS Digital Data and Product Updates, or arising out of the exercise of its rights hereunder, except that Crown does not limit or exclude its liability upon a court's finding of liability attaching to the Crown for death or personal injury caused by the negligence of its employees, agents or contractors, provided the death or personal injury occurred as a direct result of the use of the licensed CHS Digital Data and Products as a supplement to official government charts and traditional navigation methods.
26.3 Except as described in clause 26.2 above, the Crown's total liability to the Licensee, whether directly to it or by reason of indemnity or contribution in respect of the Licensee’s liability to any third party, or any acts or omissions of the Crown's employees, agents or contractors, shall be limited to the sum of all Royalties due to the Crown, in accordance with clause 4.1 above and Schedule “A”, during the term of this Agreement. This limit of liability shall apply separately to each and every claim against the Crown provided that where any act or omission or series of two or more acts or omissions give rise to more than one claim, the limits shall apply to the aggregate of all claims as though they were a single claim.
26.4 Notwithstanding anything else contained in this Agreement, the Crown shall not be liable to the Licensee for:
a) the Licensee's loss of profits, revenues or goodwill or loss of anticipated savings or gains;
b) any indirect or consequential loss even if the loss or damages were reasonably foreseeable or the Crown had been advised by the Licensee of the possibility of it being incurred and whether arising from negligence, breach of contract or of statutory duty or otherwise; or
c) any claim which has not been notified to the Crown within sixty (60) days of the date on which the Licensee knew, or should have reasonably known of the existence of grounds for such claim.
26.5 Neither the Crown, nor its Ministers, officers, employees, or agents make any representation ...
Representations, Warranties and Indemnities. 9.1 Each party represents and warrants to the other that, to its current knowledge, without undertaking any special investigation, it has the full right and authority to enter into this Agreement and to grant the licenses granted herein.
9.2 TIMERx Technologies represents and warrants that any Formulated TIMERx supplied by it to Schwxxx Xxxrma hereunder for use in the Designated Product, at the point of delivery:
9.2.1 will conform to the Specifications in effect as of the order date therefor; and
9.2.2 to TIMERx Technologies' current knowledge, without undertaking any special investigation, will not infringe upon an article patent of any third party. OTHERWISE, TIMERx TECHNOLOGIES PROVIDES "AS-IS," AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO, ANY TIMERx OR FORMULATED TIMERx SUPPLIED BY IT TO SCHWXXX XXXRMA FOR TESTING, DEVELOPMENT, OR ANY OTHER PURPOSES EXCEPT EXPLICITLY FOR USE IN THE DESIGNATED PRODUCT FOR COMMERCIAL USE OR SALE.
9.3 Each party represents and warrants to the other that it has obtained, and will at all times during the term of this Agreement hold and comply with, all licenses, permits and authorizations necessary to perform this Agreement and to test, manufacture, market, export, and import the Designated Product or Formulated TIMERx, as now or hereafter required under any applicable statutes, laws, ordinances, rules and regulations of the United States and any applicable foreign, state, and local governments and governmental entities.
9.4 THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY (I) BY TIMERx TECHNOLOGIES AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY TIMERx TECHNOLOGIES PATENTS, TIMERX TECHNOLOGIES' CONFIDENTIAL TECHNOLOGY, TIMERx PRODUCTION TECHNOLOGY, OR TIMERX TECHNOLOGIES TEST AND REGULATORY DATA, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR APPROPRIATENESS OF TIMERx OR THE DESIGNATED PRODUCT; OR (II) BY SCHWXXX XXXRMA AS TO THE PATENTABILITY, VALIDITY, OR SCOPE OF ANY SCHWXXX XXXRMA IMPROVEMENTS OR SCHWXXX XXXRMA TEST AND CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. REGULATORY DATA, NOR AS TO THE UTILITY, EFFICACY, NONTOXICITY, SAFETY OR AP...
Representations, Warranties and Indemnities. Each Party represents and warrants that it has and will comply with all laws and the requirements applicable to the E-Rate Program. In addition to any indemnification obligations set forth in the Agreement and to the extent permitted by law, each Party agrees to indemnify and hold harmless the other Party (its employees, officers, directors and agents, and its parents and affiliates under common control) from and against all third party claims (including FCC or USAC/SLD claims) and related loss, liability, damage and expense (including reasonable attorney’s fees) arising out of the indemnifying Party’s violation of the E-Rate Requirements or breach of the representations, warranties, and terms contained in this Attachment.
Representations, Warranties and Indemnities. The only representations, warranties or indemnities that Intel shall be required to make in connection with the Transaction are representations, warranties and indemnities concerning (i) legal ownership of the Company’s securities to be sold by Intel (the “Intel Securities”), and (ii) the corporate authority of Intel to convey title to the Intel Securities, and the ability to do so free and clear of liens, encumbrances or adverse claims (the “Intel Required Obligations”). The Intel Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and shall be given by Intel on a several (but not joint) basis only.
Representations, Warranties and Indemnities. You represent and warrant to Prime Publishing and its Affiliates that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Paragraphs 3 and 5 above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to Prime Publishing by you, and Prime Publishing's and its Affiliates' exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by Prime Publishing and its Affiliates as permitted hereunder, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, and (f) all factual statements submitted by you are accurate and not misleading.
Representations, Warranties and Indemnities. Unless otherwise expressly provided for in this Agreement:
(a) All representations and warranties in connection with the transactions contemplated by this Agreement or the Transaction Documents (the “Warranties”) shall survive for one year from the WOFE Closing Date and the Optic Closing Date, whichever is earlier.
(b) Each Party acknowledges that it has made and given the Warranties with the intention of inducing the other Parties to enter into this Agreement and the Purchaser has entered into this Agreement in full reliance on the Warranties given hereunder.
(c) Each of the Warranties shall be construed as a separate warranty.
(d) The Seller or the Purchaser (as the case may be), shall indemnify the other party in respect of, and hold each of them harmless from and against, any and all Loss or liability suffered, incurred or sustained by any of them, resulting from, arising out of or associated with any material misrepresentation, inaccuracy in or breach of any representation or warranty or the nonfulfillment of, or failure to perform, any covenant or agreement contained in this Agreement or the Transaction Documents; or
(e) The total liability of the Seller under this Agreement and other Transaction Documents shall not exceed the Consideration (less all reasonable costs and expenses incurred or to be incurred by the Seller in connection with the transactions contemplated under the Transaction Documents).
(f) The Seller shall have no liability under this Agreement and other Transaction Documents :
(i) unless, in the case of any particular claim, the amount thereof shall exceed RMB200,000; or
(ii) until the aggregate amount of all valid claims which could otherwise be made under this Agreement shall exceed RMBI,000,000 at which time all such valid claims shall become payable.
(g) If any claim for breach of Warranties is brought under this Agreement and other Transaction Documents in relation to any liability of the Seller, the Company or the Related Entity which is contingent only, the Seller shall not be liable to make any payment in respect thereof until such contingent liability becomes an actual liability.
(h) The Seller shall not be liable for breach of any Warranty to the extent that such liability arises by reason of any act or omission effected by the Purchaser or by reason of any retrospective change in the law or practice of relevant tax authorities coming into force after the date hereof or to the extent such liability arises or is increased by...
Representations, Warranties and Indemnities. OF THE COMPANY
