Common use of Representations and Indemnification Clause in Contracts

Representations and Indemnification. (a) In that GIVIGEST relies on information provided by COMPANY for a substantial part of its efforts, COMPANY represents that said information provided by COMPANY will be neither false nor misleading nor will COMPANY fail to disclose information necessary to make the other information provided not misleading. (b) COMPANY shall be deemed to make a continuing representation of the accuracy of any and all material facts, materials, information, and data which it supplies to GIVIGEST and COMPANY acknowledges its awareness that GIVIGEST will rely on such continuing representation in disseminating such information and otherwise performing its investment banking functions. (c) GIVIGEST, in the absence of notice in writing from COMPANY, will rely on the continuing accuracy of materials, information, and data supplied by COMPANY. (d) COMPANY hereby agrees to hold harmless and indemnify GIVIGEST against any claims, demands, suits, loss, damages, liabilities and expenses arising out of GIVIGEST's reliance upon the instant accuracy and continuing accuracy of such facts, materials, information, and data, unless GIVIGEST has been negligent in performing its duties and obligations hereunder. (e) GIVIGEST hereby agrees to hold harmless and indemnify COMPANY and its officers and directors against any claims, demands, suits, loss, damage, liabilities and expenses incurred which arise out of the services to be provided by GIVIGEST to COMPANY, but only to the extent that such claims, demands, suits, loss, damage, liabilities and expenses shall arise out of or be based upon any untrue statement or alleged untrue statement of a material fact made by GIVIGEST in the offer and sale of COMPANY'S debentures. (f) COMPANY shall cooperate fully and timely with GIVIGEST to enable GIVIGEST to perform its duties and obligations under this agreement. (g) The execution and performance of this Investment Banking Agreement by COMPANY has been duly authorized by the Board of Directors of COMPANY in accordance with applicable law, and, to the extent required, by the requisite number of shareholders of COMPANY. (h) The performance by COMPANY of this Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws of COMPANY or any contractual obligation to which COMPANY may be bound.

Representations and Indemnification. (a) In that GIVIGEST relies on information provided by COMPANY for a substantial part of its effortsEmployee represents that, COMPANY represents that said information provided by COMPANY will be neither false nor misleading nor will COMPANY fail to disclose information necessary to make the other information provided not misleading. (b) COMPANY shall be deemed to make a continuing representation as of the accuracy date of execution of this Agreement, he has not filed with any agency or court any charges, complaints or legal actions against the Released Parties. Employee agrees that he will not, directly or indirectly, file or pursue any charge, complaint or legal action against the Released Parties based on any acts, omissions or events occurring up through the date Employee signs this Agreement. Should any administrative agency or other person bring a complaint, charge or legal action on Employee's behalf against any of the Released Parties based on any acts, omissions or events occurring up through the date Employee executes this Agreement, Employee will notify such agency or person promptly that the matter has been resolved to his satisfaction and all material factsthat he does not wish to have the matter pursued. If such agency or other person independently determines to initiate or pursue a complaint, materialscharge or legal action on Employee's behalf against any of the Released Parties based on any acts, informationomissions or events occurring up through the date Employee signs this Agreement, Employee hereby waives any rights to, and data which it supplies to GIVIGEST and COMPANY acknowledges its awareness that GIVIGEST will rely on not accept, any remedy obtained through the efforts of such continuing representation in disseminating such information and otherwise performing its investment banking functions. (c) GIVIGEST, in the absence of notice in writing from COMPANY, will rely on the continuing accuracy of materials, information, and data supplied by COMPANY. (d) COMPANY hereby agency or person. Employee agrees to hold harmless and indemnify GIVIGEST against any the Released Parties from all claims, demandscosts and expenses, suitsincluding all attorneys' fees, loss, damages, liabilities and expenses arising out of GIVIGEST's reliance upon any misrepresentation made by Employee in this Agreement. In the instant accuracy event Employee initiates, pursues or maintains any claim, charge, complaint, action or proceeding against any of the Released Parties based on any claim, charge, complaint, action, injury or right of action for which Employee has released and continuing accuracy agreed not to ▇▇▇ the Released Parties in this Agreement, or in the event Employee otherwise breaches any term or condition of this Agreement, all of which are material terms and conditions, then in such facts, materials, information, and data, unless GIVIGEST has been negligent in performing its duties and obligations hereunder. (e) GIVIGEST hereby event Employee agrees to hold harmless repay to Company the entire Severance Amount and indemnify COMPANY and its officers and directors against any claims, demands, suits, loss, damage, liabilities and expenses incurred which arise out of the services to be provided by GIVIGEST to COMPANY, but only to the extent that such claims, demands, suits, loss, damage, liabilities and expenses shall arise out of or be based upon any untrue statement or alleged untrue statement of a material fact made by GIVIGEST in the offer and sale of COMPANY'S debentures. (f) COMPANY shall cooperate fully and timely with GIVIGEST to enable GIVIGEST to perform its duties and obligations under this agreement. (g) The execution and performance of this Investment Banking Agreement by COMPANY has been duly authorized by the Board of Directors of COMPANY in accordance with applicable law, Lump Sum Amount and, to the fullest extent requiredpermitted by law, to pay all costs and attorneys' fees incurred by the requisite number of shareholders of COMPANY. (h) The performance by COMPANY of this Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws of COMPANY Released Parties in defending any claim, charge, complaint, action or any contractual obligation to which COMPANY may be boundproceeding that Employee pursues.

Representations and Indemnification. (a) In that GIVIGEST relies on information provided by COMPANY for a substantial part of its efforts, COMPANY represents that said information provided by COMPANY will be neither false nor misleading nor will COMPANY fail to disclose information necessary to make the other information provided not misleading. (b) COMPANY shall be deemed to make a continuing representation of the accuracy of any and all material facts, materials, information, and data which it supplies to GIVIGEST and COMPANY acknowledges its awareness that GIVIGEST will rely on such continuing representation in disseminating such information and otherwise performing its investment banking functions. (c) GIVIGEST, in the absence of notice in writing from COMPANY, will rely on the continuing accuracy of materials, information, and data supplied by COMPANY. (d) COMPANY hereby agrees to hold harmless and indemnify GIVIGEST against any claims, demands, suits, loss, damages, liabilities and expenses arising out of GIVIGEST's reliance upon the instant accuracy and continuing accuracy of such facts, materials, information, and data, unless GIVIGEST has been negligent in performing its duties and obligations hereunder. (e) GIVIGEST hereby agrees to hold harmless and indemnify COMPANY and its officers and directors against any claims, demands, suits, loss, damage, liabilities and expenses incurred which arise out of the services to be provided by GIVIGEST to COMPANY, but only to the extent that such claims, demands, suits, loss, damage, liabilities and expenses shall arise out of or be based upon any untrue statement or alleged untrue statement of a material fact made or absence to disclose a material fact by GIVIGEST in the offer and sale of COMPANY'S debenturessecurities. (f) COMPANY shall cooperate fully and timely with GIVIGEST to enable GIVIGEST to perform its duties and obligations under this agreement. (gh) COMPANY represents and warrants that it will provide to GIVIGEST evidence of its present capital structure, including authorized shares, outstanding shares, outstanding warrants, outstanding options, and outstanding convertible securities prior to this agreement becoming effective and further warrants that it is not negotiating or discussing the issuance of any additional warrants, options, or shares, common or otherwise, nor any repricing of any existing equity linked securities, except as specifically disclosed to GIVIGEST. Such Document of Capital structure shall be attached hereto as Addendum C (i) The execution and performance of this Investment Banking Agreement by COMPANY has been duly authorized by the Board of Directors of COMPANY in accordance with applicable law, and, to the extent required, by the requisite number of shareholders of COMPANY. (hj) The performance by COMPANY of this Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws of COMPANY or any contractual obligation to which COMPANY may be bound.