INDEMNITIES AND WARRANTY Sample Clauses

INDEMNITIES AND WARRANTY. 4.1 Licensor hereby represents and warrants that:
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INDEMNITIES AND WARRANTY. 6.1 A Receiving Party hereby represents and warrants as follows:
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INDEMNITIES AND WARRANTY. 4.1 Customer will indemnify and hold harmless Boeing from and against all claims, suits, actions, liabilities, damages, costs and expenses for any actual or alleged infringement of any patent issued or equivalent right under the laws of any country arising out of or in any way connected with any sale, purchase, use, ownership, delivery, transfer, storage or other activity associated with any of the BFE purchased as part of this Letter Agreement.
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INDEMNITIES AND WARRANTY. A Receiving Party hereby represents and warrants as follows: it complies and shall continue to comply with all relevant health and safety legislation applicable to the protection of staff and service users on its premises and/or under its direction or care; it shall provide a safety induction relevant to its organisation to the Staff Members including but not limited to fire evacuation procedures and local environment induction. It is not intended that TUPE will apply to the arrangements provided for in this Agreement, and it is understood and agreed by the Parties that TUPE does not apply. It is intended that the Staff Members shall remain engaged by their employer as at the date of this Agreement. If, contrary to the intentions, understanding and agreement of the Parties, at any time during this Agreement any contract of employment or collective agreement between any Staff Member and their employer, has effect as if originally made between the Receiving Party and the Staff Member as a result of the provisions of TUPE or otherwise, then the Employing Party shall act reasonably in facilitating the transfer of the staff member(s) to the Receiving Party. All employee relations matters including grievance, discipline, leave, sickness and/or performance relating to Staff Members shall be dealt with by the Employing Party. The Employing Party and Receiving Party shall cooperate at all times with any such employment processes including in ensuring the timely provision of information sought and securing the involvement and attendance of witnesses in investigations and internal meetings and hearings. Without prejudice to clause 4.1 above, the Employing Party shall have sole liability for any Losses suffered or incurred by the Receiving Party or any third party arising out of or in connection with the acts or omissions of any Staff Member, including any negligent or reckless act or omission save for where such acts or omissions of the Staff Member are at the direction of the Receiving Party or any of its directors, officers or employees The Employing Party shall indemnify the Receiving Party and keep the Receiving Party indemnified against any and all Losses suffered or incurred by the Receiving Party or by any third party arising out of or in connection with the acts or omissions of any Staff Member of whatever kind, save for where such acts or omissions of the Staff Member are at the direction of the Receiving Party or any of its directors, officers of employees....
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Related to INDEMNITIES AND WARRANTY

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

  • 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.

  • 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 Preferred Stock. The indemnification obligations of the Company as set forth in the indemnification rider identified as Exhibit B ("Indemnification Rider") to the February 4, 1998 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.

  • 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.

  • GRANTOR'S REPRESENTATIONS AND WARRANTIES Grantor warrants that: (A) this Agreement is executed at Borrower's request and not at the request of Lender; (B) Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral to Lender; (C) Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower's financial condition; and (D) Lender has made no representation to Grantor about Borrower or Borrower's creditworthiness.

  • DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES Distributor represents and warrants that:

  • No Default; Representations and Warranties At the time of each such Credit Event and also after giving effect thereto (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date of such Credit Event (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date).

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

  • Representations and Warranties and Covenants 10 4.1 Generally.........................................................10 4.2

  • Vendor’s Representations and Warranties 1. The Vendor represents and warrants to the Purchaser that:

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