REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. Each party represents and warrants to the other that it is authorized to enter into this Agreement and that it is under no restrictions or obligations, contractual or otherwise, that are inconsistent with the execution of this Agreement or that will interfere with such party’s performance of any of its obligations hereunder. You authorize us to accept instructions from you and/or from the staff or staffs or officer that you designate for this engagement. SUPERVISION OF REMOTE STAFF You accept full responsibility for supervising assigned remote staff as they perform services. You shall establish and maintain internal controls over the process/system and monitor ongoing activities that the assigned remote staff performs. You are responsible for properly checking the adequacy, completeness, and accuracy of the assigned remote staff’s work. You will provide us or assigned remote staff with accurate and complete information, documentation required for the proper performance of the services, including but not limited to, software access, access to appropriate reporting manager, records, Information technology, Systems, documents, process understanding, training, etc in a timely manner Our assigned remote staff or we will rely upon the accuracy of all information provided by you or by someone on your behalf, without independently verifying it. You must notify us promptly if any information provided by us is rendered untrue, unfair, or misleading. You are responsible for providing assigned remote staff with updated information as it becomes available to you. If updated information is not shared with assigned remote staff, the performance of services might get affected adversely. If required, you must take all necessary steps to correct any communication or document issued that contains, refers to or is based upon such information. Because we will rely on you and your management to comply with the responsibilities described above, you hold us harmless and release us, our partners and employees, our assigned remote staff from all claims, liabilities, losses, and costs arising through misrepresentation of any information that has caused, in any respect. This provision shall survive the termination of this Agreement.
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS a. If any Dealer representation, warranty or covenant made in connection with a Contract is breached or is untrue, or if Dealer has failed to perform any obligation it may have under a Contract or this Agreement, or if the Buyer asserts any claim arising out of the purchase of a Boat from Dealer under a Contract sold to NationsCredit, then Dealer shall promptly pay NationsCredit any or all of the following amounts at the election of NationsCredit: (i) the unpaid balance, as determined by NationsCredit, of all Contracts affected by such breach or misrepresentation or claim; (ii) Dealer's portion of any unearned finance charges; (iii) all losses and expenses incurred by NationsCredit as a result of such breach or misrepresentation or claim; and (iv) all out-of-pocket expenses (including, but not limited to, attorney's fees and costs) paid or incurred by NationsCredit in connection with the collection of any amount due under any such Contract. If Dealer breaches this Agreement in any other respect, Dealer shall reimburse NationsCredit for all losses and expenses incurred by NationsCredit as a result of such breach. In addition, Dealer shall indemnify and hold NationsCredit harmless for all losses or expenses, including reasonable attorneys' fees and legal costs, suffered or incurred by NationsCredit in any judicial, administrative, or any other proceeding because of any claim or defense asserted against NationsCredit as a result of any act or omission on the part of Dealer, including, at the election of NationsCredit, the unpaid balance of the Contract, as determined by NationsCredit.
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. 1. Service Provider represents and warrants to the Client that:
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. (a) ESCROW AGENT represents and warrants that:
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. 4.1 Xxxxxxxxxxx hereby represents and warrants as of the Effective Date:
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. (a) Escrow Agent represents and warrants that:
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. (a) ContractCoach represents and warrants to the Client that:
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. The Rose Group represents and warrants all of the following: (i) The Rose Group is authorized to enter into this Agreement; (ii) The Rose Group's services shall not defame any person or entity or infringe the rights of others, including, without limitation, any trade name, trademark or copyright and shall not invade or violate any right of privacy, publicity, personal or proprietary right, or other common law of statutory right; and (iii) The Rose Group shall not use Brilliant Digital's Trademarks, Brilliant Digital's service marks, or any portion thereof, except as specifically permitted herein. In furtherance of the foregoing, The Rose Group shall indemnify, defend and hold harmless Brilliant Digital, its affiliates, officers, directors, employees, consultants and agents from and against any and all claims, actions, losses, damages, liabilities, costs and expenses (including reasonable, outside attorneys' fees) resulting from or arising out of or in connection with any breach of the foregoing representations and warranties or any breach of The Agreement or any portion thereof. Excepting any matters which are subject to indemnification by The Rose Group, as set forth above, or arising out of The Rose Group's grossly negligent acts or omissions, Brilliant Digital agrees to indemnify and hold harmless The Rose Group from any and all actions, claims, losses, damages and other costs and expenses, including, without limitation, reasonable outside attorneys' fees and costs arising out of Brilliant Digital's obligations hereunder.
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. 10.1 Each Party represents and warrants to the other Party that: (i) it is free to enter into the Agreement and has the full right and authority to do so; (ii) it has taken all corporate action necessary to authorize the execution and delivery of the Agreement and the performance of its obligations under the Agreement; (iii) it is not aware of any impediment that would inhibit its ability to perform in all material respects its obligations under the Agreement; and (iv) the execution, delivery and performance of the Agreement will not violate any provision of, conflict with or result in any breach of any of the terms of, or constitute a default under either Party's respective certificate of incorporation, by-laws, or any material indenture, lease, agreement or other material instrument to which it is a party, or any decree, judgment or order applicable to such party or any law, statute, rule or regulation applicable to such party.
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. (a) WebSan represents and warrants to the Company that:
