Representations and Warranties Indemnification Sample Clauses

Representations and Warranties Indemnification. As to all items transmitted to us, you represent and warrant that: (i) you will comply with the terms and conditions set forth in this Agreement; (ii) you will only transmit eligible items; (iii) you have good title to each check and item and no defense of any party to the check is good against you; (iv) the original check, or a paper or electronic representation, has not previously been deposited for collection with us or any other financial institution, and no depositary bank, drawee, or drawer will be asked to pay a check that it already has paid; and (v) you have no knowledge or notice of information to indicate that the transaction is fraudulent. You agree to indemnify and hold us, our affiliates, directors, officers, employees, and agents harmless from and against all losses, liabilities, cost, damages and expenses (including reasonable attorneys’ fees and cost of litigation) to which we may be subject or that we may incur in connection with any claims that might arise from or out of your use of RDC.
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Representations and Warranties Indemnification. (a) The Director hereby represents and warrants to Company that his execution, delivery and performance of this Agreement and any other agreement to be delivered pursuant to this Agreement will not violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both, constitute) a default under, any agreement, arrangement or understanding with respect to Director’s employment or providing services to which Director is a party or by which Director is bound or subject.
Representations and Warranties Indemnification. (a) All representations and warranties contained herein or in any Related Agreement or made in writing by any party in connection herewith or therewith will survive the execution and delivery of this Agreement and any investigation made at any time by or on behalf of the Purchasers.
Representations and Warranties Indemnification. As to all items transmitted to us, you represent and warrant that: (i) you will comply with the terms and conditions set forth in this Agreement;
Representations and Warranties Indemnification. Producer agrees to defend, indemnify, and hold harmless Author against claims arising from or relating to the development, financing, production, exploitation, advertising, or promotion of the Play or any rights therein by Producer or its designees, provided that any such claim is not caused in whole or part by Author’s breach of any of Author’s representations, warranties, or agreements regarding the Play (i.e., with respect to originality, etc.). Each person constituting Author jointly and severally represents and warrants that all materials created or furnished by such person pursuant to this Agreement shall be original with such person except for non-fiction material, material in the public domain, or material that is based on or adapted from third-party source material that Author has properly licensed (in which case Author shall notify Producer prior to entering into this Agreement, and provide such license to Producer for its review and approval), and will not violate any rights of any individual, firm, corporation, or other entity. Author will advise Producer where the book of the Play is based on actual persons or entities or other non-fictional material and if Producer does not wish to obtain clearances, Author shall agree on any changes to be made. Except with respect to uses of the Play in AV Productions, any title of the Play shall be mutually approved by Author and Producer. Author further represents and warrants that (i) Author will not exploit any of the material Author creates hereunder for any purpose not expressly provided for herein or in the AV Agreement unless and until such material reverts to Author, and (ii) there are no debts, liens, or encumbrances whatsoever on Author or the Musical or any portion thereof (including, without limitation, debts or obligations relating to third parties that have previously invested or loaned money to Author in connection with the Musical). Author agrees to indemnify and hold harmless Producer from any and all costs, damages, liabilities, and expenses (including reasonable outside attorneys’ fees and related expenses) arising from third-party claims (whether or not litigated) arising from the breach of Author’s representations, warranties, or agreements hereunder. 15.
Representations and Warranties Indemnification. 24 8.01 Representations, Covenants and Warranties 24 8.02 Indemnification 25 ARTICLE IX EFFECTIVENESS; EXTENSION; TERMINANTION 25 9.01 Effectiveness and Term 25 9.02 Termination 25 9.03 Consequence of Termination 26 9.04 Survival 27 ARTICLE X GENERAL PROVISIONS 27 10.01 Confidentiality 27 10.02 Taxes 27 10.03 Expenses 28 10.04 Notices 28 10.05 Public Announcements 29 10.06 Severability 29 10.07 Entire Agreement 29 10.08 Assignment 29 10.09 No Third Party Beneficiaries 30 10.10 Amendment and Waiver 30 10.11 No Presumption 30 10.12 Governing Law 30 10.13 Dispute Resolution 30 10.14 Specific Performance 31 10.15 Force Majeure 31 10.16 Counterparts 31 10.17 Termination of the original Agency Agreement 32 Schedule A: Types of Real Estate Advertising Schedule B: Location of Navigation Bar leading to Leju Channels at SINA Homepage Schedule C: SINA Approval Procedures and Rules Schedule D: Fixed Location Advertising Inventory Schedule E: Content Promotion Location Schedule F: Identified Websites AMENDED AND RESTATED ADVERTISING INVENTORY SALE AGENCY AGREEMENT This AMENDED AND RESTATED ADVERTISING INVENTORY SALE AGENCY AGREEMENT (this “Agreement”) is entered into on August 31, 2009 and effective upon the Effective Date (as defined below) by and between SINA CORPORATION, a corporation organized under the laws of Cayman Islands (“SINA”), and CHINA ONLINE HOUSING TECHNOLOGY CORPORATION, a corporation organized under the laws of Cayman Islands (“Leju”; collectively with SINA, the “Parties”, and individually, the “Party”).
Representations and Warranties Indemnification. 13.1. The following clauses of the License Agreement are hereby incorporated by reference herein as if stated herein in their entirety, except that for purposes of this Agreement, all references in such clauses to “the Agreement” or “this Agreement” shall be deemed to mean this Supply Agreement: Articles 8.2, 8.3, 8.4, 8.5, and 8.7.
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Representations and Warranties Indemnification. (a) Consultant hereby represents and warrants to Company as follows:
Representations and Warranties Indemnification. Consultant hereby represents and warrants that (a) the Company Work Product will be an original work of Consultant and any third parties will have executed assignment of rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party; (c) neither the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant will take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company’s property) during the term of this Agreement; (g) Consultant agrees to abide by any and all rules, policies and procedures as communicated to Consultant by the Company; (h) to the extent required by law, the services to be performed pursuant to this Agreement shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty of Consultant (a “Claim”) set forth herein, provided that Company gives Consultant written notice of any such Claim and Consultant has the right to participate in the defense of any such Claim at its expense. From the date of written notice from Company to Consultant of any such Claim, Company shall have the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Consultant’s obligations hereunder.
Representations and Warranties Indemnification. Executive represents and warrants that there has been no assignment or other transfer of any interest in any Claim which Executive may have against the Releasees, and Executive agrees to indemnify and hold the Releasees harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against Executive under this indemnity.
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