Representations and Indemnifications. Any representations and indemnifications of Landlord contained in the Lease shall not be binding upon (i) any mortgagee having a mortgage presently existing or hereafter placed on the Building, or (ii) a successor to Landlord which has obtained or is in the process of obtaining fee title interest to the Building as a result of a foreclosure of any mortgage or a deed in lieu thereof.
Representations and Indemnifications. Contractor is an independent contractor with respect to MICA. Contractor shall not have, nor represent him/her/itself as having, the right or authority to enter into any agreement or to make any promise of any nature whatsoever on behalf of or in the name of MICA, without MICA’s consent. As an independent contractor, Contractor [Contractor’s employees] shall not have the status of an employee of MICA. Accordingly, Contractor shall not be eligible to participate in any employee benefit or group insurance plans or programs maintained by MICA, and MICA shall not provide social security, unemployment compensation, disability insurance, worker’s compensation or similar coverage, nor any other statutory benefit to Contractor [Contractor’s employees]. Contractor shall assume full responsibility and liability for making and/or paying any and all federal, state, and/or municipal taxes, assessments, social security benefits and/or other deductions as required by law on behalf of itself [and its employees]. Contractor certifies that this Agreement will not violate the terms of any other contract or interfere with any other obligation binding upon Contractor. Contractor shall have the right to perform services for others during the term of this Agreement, provided that such performance does not in any way interfere or conflict with Consultant’s performance of the Services hereunder. Contractor hereby indemnifies and holds harmless MICA, its trustees, officers, employees, and agents, for all liability, losses, damages or expenses from any and all fines, suits, claims and demands, including attorneys fees, arising from any actions of any kind or nature resulting from any acts, errors, or omissions of Contractor as a result of performing the Services hereunder, provided, however, that such indemnification shall not apply to fines, suits, claims and demands resulting from the sole negligence of MICA.
Representations and Indemnifications. Wipfli represents and warrants that the Wipfli Materials: (a) do not infringe or violate the intellectual property or other rights of any third parties when operated or used as intended by the parties; (b) contain no viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Notwithstanding the foregoing, the parties agree that the Wipfli Materials may contain programming routines or computer code that disables or permits the disabling of the Wipfli Materials at the end of the permitted period of use or permits access to the Wipfli Materials by Wipfli for the purposes of maintenance or technical support. Wipfli shall defend, indemnify and hold harmless Licensee and its stockholders, permitted successors, permitted assigns, officers, directors, employees, agents and representatives (“Licensee Indemnitees”) from and against any and all claims asserted against, imposed upon or incurred by a Licensee Indemnitee due to, arising out of, or relating to: (i) any suit or claim that the Wipfli materials infringe the rights of, or misappropriate the property of, any entity or person, including, but not limited to, intellectual property rights; or (ii) Xxxxxx’x breach of any representation, warranty or obligation under this Agreement. Licensee shall defend, indemnify and hold harmless Wipfli and its partners, permitted successors, permitted assigns, licensors, subcontractors, suppliers, officers, directors, employees, agents and representatives (“Wipfli Indemnitees”) from and against any and all claims asserted against, imposed upon or incurred by a Wipfli Indemnitee due to, arising out of, or relating to (i) Licensee’s use or misuse of the Wipfli Materials, Third Party Equipment, and Third Party Software, including, without limitation, any claims for personal injury, death, or property damage; or (ii) Licensee’s breach of any representation, warranty, or obligation under this Agreement.
Representations and Indemnifications. (a) If Licensee receives a notice or claim that its usage of the Software infringes the copyright or intellectual property rights of a third party, Licensee shall inform GT within ten (10) days from the receipt of such notice or claim. Licensee shall fully cooperate with GT and Software Owner for the defense of such claim and grant the right for final decision with the Software Owner. GT shall bear the costs in connection with such defense. Notwithstanding the preceding term, neither GT nor the Software Owner shall be liable for any costs or responsibilities if Licensee has utilized the Software in contravention of this Agreement.
Representations and Indemnifications a. Company shall be deemed to make a continuing representations of the accuracy of any and all materials facts, materials, information, and data which is supplied to Proctor and the Xxxpany acknowledges its awareness that Proctor will rely on such continuing representation in disseminating such information and otherwise performing its investor relations functions.
Representations and Indemnifications. 8 4.7 Investment Opportunities ................................................ 10 SECTION 5
Representations and Indemnifications. The Parties represent and warrant to each other that each is the sole and lawful owner of all right, title, and interest in and to every claim and other matter that each releases and/or waives in this Agreement and that it has not previously assigned or transferred, or purported to do so, to any person or other entity any right, title, or interest in any such claim or other matter. In the event that such representation is false and any such claim or matter is asserted against any Party by anyone who is the assignee or transferee of such a claim or matter, then the Party who assigned or transferred such claim or matter shall fully indemnify, defend, and hold harmless the Party against whom such claim or matter is asserted and its successors from and against such claim or matter and from all actual costs, attorneys' fees, expenses, liabilities, and damages that such Party and its successors incur as a result of the assertion of such claim or matter.
Representations and Indemnifications. 8.1 [*****]
Representations and Indemnifications a. Company shall be deemed to make a continuing representations of the accuracy of any and all materials facts, materials, information, and data which is supplied to Fortune and the Company acknowledges its awareness that Fortune will rely on such continuing representation in disseminating such information and otherwise performing its investor relations functions.
Representations and Indemnifications. The client represents that any and all facts, materials, information and data supplied to the consultant in connection with services rendered hereunder shall be accurate as of the date provided to consultant. The client further acknowledges that consultant will rely on the accuracy of client provided facts, materials, information and data when performing its investor relations function. The execution and performance of this Consulting Agreement by the client and consultant has been duly authorized by each of them in accordance with applicable law. The parties represent to each other that the performance by the Client and Consultant of this consulting agreement will not violate any applicable court decree or order, law or regulation to which either party may be subject.
