NOTICE; REPRESENTATION Sample Clauses

NOTICE; REPRESENTATION. When a party seeks indennification hereunder (as “Indemnitee”) it will notify the party obligated to provide indemnification hereunder (as “Indemnitor”) promptly if there is any claim described above (provided that Indemnitee’s failure to do so will not relieve Indennitor of its obligations under this section, e:cept to the e:tent it is naterially prejudiced thereby), and Xxxxxxxxxx shall cooperate with and provide reasonable assistance to Indemnitor (at Indemnitor’s e:pense) in the defense or settlenent of such clain, provided that Indennitee nay retain separate representation and join the defense thereof which separate counsel shall be at Indemnitee’s expense unless it reasonably appears that Indennitee nay have separate defenses than Indennitor to such clain or that it would otherwise be inappropriate for a single counsel to represent both Indennitor and Indennitee, in which case such separate counsel shall be at Indemnitor’s e:pense. Subject to the foregoing right of separate counsel for Indennitee, Indennitor shall have the right to control the defense or settlenent of any action for which indennification is sought hereunder; provided, however, that Indennitor shall not enter into any conpronise or settlenent of any such clain which does not include a conplete release of all clains against the Indennitee or which requires any paynent or adnission of liability by any Indennitee without the prior written consent of Indennitee (which such consent shall not be unreasonably withheld, conditioned or delayed).
Sample 1
AutoNDA by SimpleDocs
NOTICE; REPRESENTATION. In the event of any claim against the Indemnified Parties by any third party for which indemnification may be sought pursuant to this Agreement, the Indemnified Party shall promptly notify the Indemnifying Party in writing of the claim; provided that the failure to promptly notify the Indemnifying Party of such claim shall not result in the loss of rights of indemnification hereunder except to the extent that the Indemnifying Party was materially prejudiced by such failure. The Indemnifying Party shall assume, at its sole expense, the defense of the claim and its settlement. The Indemnified Parties shall cooperate with the Indemnifying Party and may, at their option and expense, be represented in any such action or proceeding. The Indemnifying Party shall not be liable for any litigation costs or expenses incurred by the Indemnified Parties. In addition, the Indemnifying Party shall not be responsible for the indemnification of any Indemnified Party arising from any negligent or wrongful acts by such Indemnified Party, or as the result of any settlement or compromise by the Indemnified Parties without the Indemnifying Party's prior written consent. The Indemnifying Party may not settle or compromise any matter without the consent of the Indemnified Parties unless such settlement or compromise imposes no obligations on the Indemnified Parties and does not restrict the rights of the Indemnified Parties.
Sample 1
NOTICE; REPRESENTATION. When a party seeks indemnification hereunder (as “Indemnitee”) it will notify the party obligated to provide indemnification hereunder (as “Indemnitor”) promptly if there is any claim described above (provided that Indemnitee’s failure to do so will not relieve Indemnitor of its obligations under this section, except to the extent it is materially prejudiced thereby), and Indemnitee shall cooperate with and provide reasonable assistance to 8, VERIDIFY INDEMNIFICATION, SHALL BE LIMITED TO CORRECTION OR REPLACEMENT OF THE SERVICES, OR OBTAIN A LICENSE FOR THE CONTINUED USE OF THE SERVICES, PROVIDED VERIDIFY DETERMINES COMMERCIALLY REASONABLE TO DO SO. IN THE EVENT VERIDIFY DOES NOT CORRECT OR REPLACE, OR OBTAIN A LICENSE TO CONTINUE THE SERVICES, VERIDIFY MAY TERMINATE THE REGISTERED- PARTY’S SERVICES UPON WRITTEN NOTICE AND REFUND THE REGISTERED-PARTY ANY PREPAID FEES COVERING THE REMAINDER OF THE TERM OF THE TERMINATED SUBSCRIPTION.
Sample 1

Related to NOTICE; REPRESENTATION

  • False Representation Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract.

  • Untrue Representations Each Party shall promptly notify the other Party in writing if such notifying Party becomes aware of any fact or condition that makes untrue, or shows to have been untrue, any schedule or any other information furnished to the other Party or any representation or warranty made in or pursuant to this Agreement or that results in the notifying Party’s failure to comply with any covenant, condition or agreement contained in this Agreement.

  • Payee Representations For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations specified below, if any:

  • 10b-5 Representation At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date and at the Applicable Time, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time (or such subsequent Applicable Time pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Statutory Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Statutory Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Statutory Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to stabilization transactions contained in the section entitled “Underwriting - Stabilization” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).

  • Exclusive Representations Except as set forth in this Article 3, the Company makes no other representation or warranty of any kind, express or implied, and each of MAMP Parties acknowledges that it has not relied upon any other such representation or warranty

  • Exclusive Representations and Warranties The representations and warranties set forth in Section 5.02 above are the sole and exclusive representations and warranties made by the Program Lender, its representatives, agents, officers, directors and other employees, with respect to this Agreement, any Pool Supplement, any Bank of America DTC Loan, any obligor, and the sale of any Bank of America DTC Loan to the Purchaser Trust hereunder or otherwise.

  • Licensee Representations and Warranties Licensee represents and warrants as follows:

  • Sole Representations and Warranties Except for the representations and warranties contained in this Section 5, the Purchaser makes no representation or warranty to the Company, express or implied, in connection with the transactions contemplated by this Agreement.

  • Optionee Representations (a) With respect to a transaction occurring prior to such date as the Plan and Common Stock thereunder are covered by a valid Form S-8 or similar U.S. federal registration statement, Optionee agrees that in no event shall Optionee make a disposition of any of the Common Stock, unless and until: (i) Optionee shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition; and (ii) Optionee shall have furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (A) such disposition will not require registration or qualification of such Common Stock under applicable U.S. federal, state or foreign securities laws or (B) appropriate action necessary for compliance with the U.S. federal, state or foreign securities laws has been taken; or (iii) the Company shall have waived, expressly and in writing, its rights under clauses (i) and (ii) of this Subsection.

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Time is Money Join Law Insider Premium to draft better contracts faster.