Representations and Warranties; Indemnities; Insurance Sample Clauses

Representations and Warranties; Indemnities; Insurance. 37 9.1 Representations and Warranties by either Party 37 9.2 Representations, Warranties and Covenants by LICENSOR 38 9.3 Other LICENSOR Covenants 40 9.4 Claim Notification and No Other Warranties 40 9.5 Indemnities 40 9.6 Insurance 41 10. Liability; Exclusions and Limitations 42 11. Governance and Compliance 43 11.1 Joint Steering Committee (JSC) 43 11.2 Joint Development Committee (JDC) 43 11.3 Joint Technical Committee (JTC) 45 11.4 Joint IP Committee 46 11.5 Joint Commercialization Committee (JCC) 46 11.6 Committees' Organisation and Decision-Making 47 11.7 Alliance Managers 49 11.8 Compliance 50 12. Covenant Not to Compete 50 13. Confidentiality and Public Announcements 50 14. Term and Termination 54 14.1 Effective Date 54 14.2 Term 54 14.3 Termination 54 14.4 Effects of Termination 55 15. Parent Xxxxxxxxx 00 00. Final Provisions 57 16.1 Entire Agreement 57 16.2 Independent Contractor 57 16.3 Performance By Affiliates 57 16.4 Written Form 58 16.5 Severability 58 16.6 Assignment 58 16.7 Notices 58 16.8 Force Majeure 59 16.9 Waiver 60 16.10 Governing Law 60 16.11 Dispute Resolution 60 16.11.1 Seeking Consensus 60 16.11.2 Arbitration 61 16.11.3 Injunctive Relief 62 16.11.4 Baseball Arbitration 62 16.12 Interpretation 63 16.13 Counterparts 64 Table of Annexes Number of Annex Name of Annex Annex 1 Definitions Annex 2.1(a) Licensed Patents Annex 2.2(a) Affiliates and Third Parties Annex 2.4 Upstream License Agreements Annex 3.1(b) Clinical Development Plan Annex 3.2(b) Technical Development Plan Annex 4(g) DUPRO (DUPLEX/PROTECT) Limited Access Data Protocol Annex 8.4(a) Product Trademarks Annex 8.4(g) Existing Domain Names
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Representations and Warranties; Indemnities; Insurance. (a) Licensor represents and warrants that: (i) it has the right and authority to enter into this Agreement, to make the grant of rights to Waterfront as set forth herein, and to make Michaels available as provided herein; (ii) neither Licensor’s entry nor its performance of this Agreement will infringe the rights of any third parties; (iii) the Content is solely and exclusively owned by Licensor or under exclusive license to Licensor throughout the world and Waterfront’s incorporation of the Content (and any other material provided by Licensor) into the Service will not violate or infringe upon the copyright, trademark, rights of privacy or any other rights whatsoever of any third parties; (iv) the entry by Licensor into this Agreement does not violate any other agreement by which Licensor is bound, and the execution and delivery of this Agreement does not, and the consummation of the actions contemplated in this Agreement (including the grant of the licenses and the obligations of Michaels hereunder) will not conflict with any agreement, license or other instrument or. understanding to which Licensor is a party, or by any judicial decree, order or provisions of law by which Licensor, Michaels, the Content or the Licensor’s Marks is bound or subject; and (v) the Content will not contain any statement (or fail to contain a statement) that could cause personal injury or property damage. Licensor will defend, indemnify and hold Waterfront harmless from any and all third party claims, damages, liabilities, cost or expenses, including reasonable attorneys’ fees and expenses, incurred by Waterfront by reason of any breach, or an allegation which if true would constitute a breach, of the foregoing warranties and representations or any of Licensor’s obligations and agreements under this Agreement. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
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Representations and Warranties; Indemnities; Insurance 
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Related to Representations and Warranties; Indemnities; Insurance

  • 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.

  • Survival of Representations and Warranties; Indemnity All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by the Company in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Securities. Unless the Company otherwise agrees in writing, the Subscriber shall and hereby does indemnify and hold harmless the Company from and against any and all losses, expenses, liabilities and other claims and damages relating to or arising out of any breach of any representation, warranty or covenant made by the Subscriber in this Agreement.

  • Survival of Representations and Warranties Indemnification 37 11.1 Survival of Representations and Warranties............................ 37 11.2

  • Warranties; Indemnities Except for the warranties and indemnities contained in those Contracts and agreements set forth in the Company Disclosure Schedule and warranties implied by law, the Company has not given any warranties or indemnities relating to products or technology sold or services rendered by the Company.

  • Representations and Warranties in Loan Documents All representations and warranties made by the Borrower in the Loan Documents to which it is a party are true and correct in all material respects as of the date of this Agreement and as of any date that Borrower is deemed to reaffirm the same under this Agreement (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

  • Survival of Representations and Warranties and Agreements All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.

  • Representations and Warranties in Credit Agreement The representations and warranties of the Borrower contained in the Credit Agreement were true and correct as of the date made and are also true on and as of the date hereof and with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

  • Representations and Warranties; Agreements The Existing Lender hereby: (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, (ii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered thereunder, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to increase its Commitment, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with the terms of the Credit Agreement, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender (including, without limitation, any obligations of it, if any, under Section 2.06(c) of the Credit Agreement).

  • Representations Warranties and Indemnities The only representations, warranties or indemnities that Intel shall be required to make in connection with the Transaction are representations, warranties and indemnities concerning (i) legal ownership of the Company’s securities to be sold by Intel (the “Intel Securities”), and (ii) the corporate authority of Intel to convey title to the Intel Securities, and the ability to do so free and clear of liens, encumbrances or adverse claims (the “Intel Required Obligations”). The Intel Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and shall be given by Intel on a several (but not joint) basis only.

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Debentures. The indemnification obligations of the Company as set forth in the indemnification rider identified as EXHIBIT B (the "Indemnification Rider") to the January 25, 2000 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

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