REPRESENTATIONS; INDEMNIFICATION Sample Clauses
REPRESENTATIONS; INDEMNIFICATION. 2.1. The Trust represents to the Distributor that all registration statements with respect to Shares and shareholder reports with respect to the Trust or any Fund, if applicable, filed by the Trust with the SEC, have been prepared in conformity with the requirements of the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and rules and regulations of the SEC thereunder. The Trust/Fund further represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, and any shareholder report, when such report is filed, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement or shareholder report will be true and correct in all material respects when such registration statement becomes effective, or when such shareholder report is filed; and that no registration statement, when such registration statement becomes effective, and no shareholder report, when such shareholder report is filed, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; provided, however, that the foregoing representations and warranties shall not apply to any untrue statement of material fact or omission made in any registration statement or shareholder report in reliance upon and in conformity with any information furnished to the Trust by the Distributor or any affiliate thereof and used in preparation thereof. The Trust authorizes the Distributor and authorized Intermediaries to use any prospectus or statement of additional information in the form furnished from time-to-time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information.
2.2. The Trust agrees to indemnify, defend and hold the Distributor, its several officers and directors, and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and all reasonable counsel fees incurred in connection therewith) which the Di...
REPRESENTATIONS; INDEMNIFICATION. We represent and warrant that we have the right to grant the public performance rights in the Show granted herein. We agree to indemnify and hold you harmless for any claims, damages or liability of any kind arising out of the failure to obtain such rights.
REPRESENTATIONS; INDEMNIFICATION. 2.1. The Trust represents to the Distributor that all registration statements with respect to Shares and shareholder reports with respect to Funds filed by the Trust with the SEC, have been prepared in conformity with the requirements of the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and rules and regulations of the SEC thereunder. The Trust further represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, and any shareholder report, when such report is filed, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement or shareholder report will be true and correct when such registration statement becomes effective, or when such shareholder report is filed; and that no registration statement, when such registration statement becomes effective, and no shareholder report, when such shareholder report is filed, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
REPRESENTATIONS; INDEMNIFICATION. The Trust represents and warrants that: (a) it has been duly organized and is validly existing under the law of the state of its organization, (b) it is duly authorized to execute, deliver and perform this Agreement and has taken all action necessary to authorize its execution, delivery and performance, including the obtaining of any necessary governmental consents, (c) the execution, delivery and performance of this Agreement, including the Investment Guidelines, does not and will not conflict with or violate any provision of law, rule, regulation, governing document of the Trust, contract, deed of trust, or other instrument to which the Trust is a party or to which any of the Trust or Funds’ property is subject, (d) this Agreement is a valid and binding obligation enforceable against the Trust in accordance with its terms (subject to applicable insolvency or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application) and (e) each Fund will be comprised of assets that are owned by each such Fund as principal, and will not be subject to either (i) the Employee Retirement Income Security Act of 1974, as amended, or the Investment Company Act, or (ii) any lien, security interest or other similar encumbrance (other than in favor of the Clearing FCM or the CME clearinghouse). The Trust shall hold Sponsor harmless from any liabilities, damages or expenses, including attorney’s fees, incurred by Sponsor for any actions taken by Sponsor acting in reasonable reliance upon such representations.
REPRESENTATIONS; INDEMNIFICATION. 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder. The Trust represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information.
2.2. The Trust agrees to indemnify, defend and hold the Distributor, its several officers and directors, and any person who controls the Distributor within the meaning of
REPRESENTATIONS; INDEMNIFICATION. Minimum Insurance Requirements
REPRESENTATIONS; INDEMNIFICATION. The Trust, on behalf of itself and each Fund, represents and warrants that: (a) it has been duly organized and is validly existing under the law of the state of Delaware, (b) it is duly authorized to execute, deliver and perform this Agreement and has taken all action necessary to authorize its execution, delivery and performance, including the obtaining of any necessary governmental consents, (c) the execution, delivery and performance of this Agreement does not and will not conflict with or violate any provision of law, rule, regulation, governing document of the Trust, contract, deed of trust, or other instrument to which the Trust is a party or to which any of the Trust’s or any Fund’s property is subject, (d) this Agreement is a valid and binding obligation enforceable against the Trust and each Fund, as applicable, in accordance with its terms (subject to applicable insolvency or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application) and (e) each Fund will be comprised of assets that are owned by such Fund as principal, and will not be subject to (i) the Employee Retirement Income Security Act of 1974, (ii) the 1940 Act, (iii) the Commodity Exchange Act, or (iv) any lien, security interest or other similar encumbrance. The indemnification provisions of Section 5.9 of the Trust Agreement shall apply to any claims, losses, liabilities or expenses (including but not limited to, the reasonable fees and expenses of counsel) of any kind and nature whatsoever incurred by Sponsor for any actions taken by Sponsor acting in reasonable reliance upon such representations.
REPRESENTATIONS; INDEMNIFICATION. Licensor represents and warrants that Licensor has the right to grant the public performance rights in the Show granted herein. Licensor agrees to indemnify and hold Licensee harmless for any claims, damages or liability of any kind arising out of the failure to obtain such rights.
REPRESENTATIONS; INDEMNIFICATION. 2.1 The Company represents to the Distributor that all registration statements and prospectuses filed by the Company with the SEC under the Securities Act of 1933, as amended ("Act"), with respect to Shares have been prepared in conformity with the requirements of said Act and rules and regulations of the SEC thereunder. As used in this Agreement, the
REPRESENTATIONS; INDEMNIFICATION. 8.1. Each party represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) it has the full right, power and authority to enter into and perform its obligations under this ▇▇▇▇.
8.2. Each party shall indemnify, defend and hold harmless the other party (and its respective officers and employees) from and against any and all costs, damages, expenses, and losses (including reasonable attorney fees and costs) arising out of a third party claim, suit, action or proceeding (“Claim”) due to (a) any breach of this ▇▇▇▇ by the other party; (b) any misrepresentation, fraud, negligence or willful misconduct of the other party under this ▇▇▇▇, or (c) with respect to the Company as the indemnifying party, a Claim for alleged breach by the Platform of third party’s IP.
8.3. In the event that either party becomes aware of any such Claim, it shall promptly notify the other party and the indemnifying party will be entitled to participate and assume the defense of such Claim at its sole cost and expense, provided however that,
(a) the indemnifying party shall not, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim;
(b) the indemnified party may participate in and observe the proceedings with its counsel at its own cost and expense, and the parties shall reasonably cooperate and provide each other with assistance, information and authority reasonably required for the defense and settlement of the Claim.