REPRESENTATIONS, WARRANTIES, INDEMNITIES Sample Clauses

REPRESENTATIONS, WARRANTIES, INDEMNITIES. 4.1 The Crown does not make any representation or warranty of any kind with respect to the accuracy, usefulness, novelty, validity, scope, completeness or currency of the Product; and the Crown expressly disclaims any implied warranty of merchantability or fitness for a particular purpose of the Product.
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REPRESENTATIONS, WARRANTIES, INDEMNITIES. 15 4.1 Contractor Representations and Warranties 15 4.2 Conflict of Interest 15 4.3 Indemnity 15 Article 5 Term and Termination 16 5.1 Term 16 5.2 Extension 17 5.3 Termination by Either Party 17 5.4 Termination by Board 17 5.5 Contractor Performance 18 5.6 Obligations in the Event of Termination 19 5.6.1. Contractor’s Obligation 19 5.6.2. Board’s Obligation 19 5.7 No Limitation of Remedies 19 Article 6 General 19
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REPRESENTATIONS, WARRANTIES, INDEMNITIES. 17 7.1 Supplier’s Representations and Warranties 17 7.2 Purchaser’s Representations and Warranties 18 7.3 Nature of Warranties 18 7.4 Indemnity 18 7.5 Limitation of Liability 19 7.5.1 Limitation of Liability 19 7.5.2 Indirect Damages 19 Article 8 Insurance 20
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REPRESENTATIONS, WARRANTIES, INDEMNITIES. 5.1 PCS represents and warrants as follows:
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REPRESENTATIONS, WARRANTIES, INDEMNITIES. (a) Each party represents and warrants to the other that: (a) it is a corporation duly organized, validly existing, and in good standing under the laws of the State of its incorporation; (b) it has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement; (c) this Agreement has been duly authorized and when executed and delivered will constitute a valid and binding obligation of such party enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, moratorium, and other laws of general application affecting the enforcement of creditors' rights; and (d) the execution, delivery, and performance of and compliance with this Agreement does not and will not conflict with, or constitute a default under, or result in the creation of, any mortgage, pledge, lien, encumbrance, or charge upon any of the properties or assets of such party, nor result in any violation of: (i) any term of its certificate of incorporation or bylaws; (ii) in any material respect, any term or provision of any mortgage, indenture, contract, agreement, instrument, judgment, or decree; or (iii) to the best of its knowledge, any order, statute, rule, or regulation applicable to such party, the violation of which would have a material adverse effect on its business or properties.
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REPRESENTATIONS, WARRANTIES, INDEMNITIES. 7.1 Canada makes no representation and gives no warranty of any kind with respect to the accuracy, usefulness, novelty, validity, scope, completeness or currency of the Canada Digital Data and expressly disclaims any implied warranty of merchantability or fitness for a particular purpose of the Canada Digital Data.
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REPRESENTATIONS, WARRANTIES, INDEMNITIES 
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Related to REPRESENTATIONS, WARRANTIES, INDEMNITIES

  • Representations Warranties and Indemnities You represent and warrant to Prime Publishing and its Affiliates that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Paragraphs 3 and 5 above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to Prime Publishing by you, and Prime Publishing's and its Affiliates' exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by Prime Publishing and its Affiliates as permitted hereunder, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, and (f) all factual statements submitted by you are accurate and not misleading. You agree to indemnify, defend, and hold Prime Publishing and its Affiliates harmless from all claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from your breach of any representation or warranty set forth in this paragraph. 8)

  • 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 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.

  • Representations, Warranties and Agreements Section 6.01.

  • Representations Warranties and Indemnification You represent and warrant that: (i) You own or control all rights necessary to make the grant of rights, licenses, and permissions listed in Section 2, and that the exercise of such rights, licenses, and permissions shall not violate or infringe the rights of any third party, and (ii) any use of the Custom Codes shall be in accordance with the terms of this Exhibit C and shall not infringe any third party rights or violate any applicable laws, directives, rules, and regulations of any governmental authority in the Territory or anywhere else in the world. You agree to indemnify and hold Apple, its subsidiaries and affiliates (and their respective directors, officers, and employees) harmless from all losses, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions, or other proceedings arising from a breach of the representations and warranties set for h in this Section, or a breach of any other term of the Agreement and this Schedule 1.

  • Survival of Representations, Warranties and Indemnities The respective agreements, representations, warranties, and indemnities contained in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of you, any Underwriter or the Company, or any of your or their respective officers or directors or controlling persons, and will survive delivery of and payment for the Securities and the Unit Purchase Option.

  • Representations; Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement.

  • Representations; Warranties; Covenants Grantor hereby represents, warrants and covenants that:

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date:

  • Representations, Warranties and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.

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