Representations and Warranties. 1. CERILLO warrants that (i) it has the right to lawfully sell the Device and grant the license to the Software to Purchaser as set forth in the EULA; (ii) it has full power to enter into and fully perform this Agreement without conflict with any other Agreements and, to CERILLO’s knowledge, the Device or Software furnished hereunder will not infringe upon or violate any rights of any third person, including, without limitation, rights of patent, trade secret, trademark, trade dress or copyright; and (iii) the Software will be free from computer viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs.
Representations and Warranties. ⑴ 表明保証（ ） 表明保証とは、英米法の概念に由 関係や法律関係を表明したうえで、その真実性および正確性を保証するものであり、契約締結時点およびクロージング時点の事実関係や法律関係が対象とされることが多い。
Representations and Warranties. Each of the parties (A) represents and warrants for the express benefit of the other party that: (i) it is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of its jurisdiction and has all requisite power and authority to own and operate its properties, to carry on its businesses as now conducted and proposed to be conducted, to enter into this Broadcast Refund Agreement and to carry out the transactions contemplated hereby; (ii) the execution and delivery by it of this Broadcast Refund Agreement and the performance of its obligations hereunder do not violate any statute, rule or regulation applicable to it; and (iii) this Broadcast Refund Agreement has been duly authorized and when executed and delivered will be the legally valid and binding obligation of such party, enforceable against it, in accordance with its terms and (B) shall indemnify and hold harmless the other party from and against any and all damages, claims, loss, cost, liability or expense, including without limitation, interest, penalties and reasonable attorneys’ fees resulting from any breach of a representation and warranty by it to the other party contained herein.