Common use of REPRESENTATION AND INDEMNIFICATION Clause in Contracts

REPRESENTATION AND INDEMNIFICATION. A. COMPANY shall be deemed to make a continuing representation of the accuracy of any and all material facts, materials, information, and data which it supplies to IIRG and the COMPANY acknowledges its awareness that IIRG will rely on such continuing representation in disseminating such information and otherwise performing its investor relations functions. B. IIRG, in the absence of notice in writing from COMPANY, will rely on the continuing accuracy of materials, information, and data supplied by COMPANY. C. COMPANY hereby agrees to hold harmless and indemnify IIRG against any claims, demands, suits, loss, damages, etc., arising out of IIRG's reliance upon the continuing accuracy of such facts, materials, information and data, unless IIRG has been negligent in performing its duties and obligations hereunder. D. IIRG shall issue, as required upon written approval of COMPANY, corrective, amendatory, supplemental, or explanatory press releases, shareholder communications and reports, or data supplied to analysts, broker-dealers, market makers, or other members of the financial community. E. COMPANY shall cooperate fully and timely with IIRG to enable IIRG to perform its duties and obligations under this Agreement. F. The execution and performance of this Agreement by COMPANY has been duly authorized by the Board of Directors of COMPANY in accordance with applicable law, and to the extent required by the requisite number of shareholders of COMPANY. G. The performance by COMPANY of this Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws of COMPANY or any contractual obligation by which COMPANY may be bound. H. COMPANY shall promptly deliver to IIRG a complete due diligence package to include latest Form 10-QSB, last 6 months of press releases and all other relevant materials, including but not limited to corporate reports, brochures, etc. I. COMPANY shall promptly deliver to IIRG a list of names and addresses of all shareholders of COMPANY, which it is aware. This list shall be upgraded at IIRG's request. J. COMPANY shall promptly deliver to IIRG a list of brokers and market makers of COMPANY'S securities, which have been following COMPANY.

REPRESENTATION AND INDEMNIFICATION. A. COMPANY shall be deemed to make a continuing representation of the accuracy of any and all material facts, materials, information, and data which it supplies to IIRG and the COMPANY acknowledges its awareness that IIRG will rely on such continuing representation in disseminating such information and otherwise performing its investor relations functions. B. IIRG, in the absence of notice in writing from COMPANY, will rely on the continuing accuracy of materials, information, and data supplied by COMPANY. C. COMPANY hereby agrees to hold harmless and indemnify IIRG against any claims, demands, suits, loss, damages, etc., arising out of IIRG's reliance upon the continuing accuracy of such facts, materials, information and data, unless IIRG has been negligent in performing its duties and obligations hereunder. D. IIRG shall issue, as required upon written approval of COMPANY, corrective, amendatory, supplemental, or explanatory press releases, shareholder communications and reports, or data supplied to analysts, broker-dealers, market makers, or other members of the financial community. E. COMPANY shall cooperate fully and timely with IIRG to enable IIRG to perform its duties and obligations under this Agreement. F. The execution and performance of this Agreement by COMPANY has been duly authorized by the Board of Directors of COMPANY in accordance with applicable law, and to the extent required by the requisite number of shareholders of COMPANY. G. The performance by COMPANY of this Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws of COMPANY or any contractual obligation by which COMPANY may be bound. H. COMPANY shall promptly deliver to IIRG a complete due diligence package to include latest Form 10-QSBK, latest 10Q, last 6 months of press releases and all other relevant materials, including but not limited to corporate reports, brochures, etc. I. COMPANY shall promptly deliver to IIRG a list of names and addresses of all shareholders of COMPANY, COMPANY which it is aware. This list shall be upgraded at IIRG's request. J. COMPANY shall promptly deliver to IIRG a list of brokers and market makers of COMPANY'S securities, which have been following COMPANY. K. Because IIRG will rely on such information to be supplied it by COMPANY, all such information shall be true, accurate, complete and not misleading in all respects. L. COMPANY shall act diligently and promptly in reviewing materials submitted to it by IIRG to enhance timely distribution of the materials and shall inform IIRG of any inaccuracies contained therein within a reasonable time prior to the projected or known publication date.

REPRESENTATION AND INDEMNIFICATION. A. a. COMPANY shall be deemed to make a continuing representation of the accuracy of any and all material facts, materials, information, and data which it supplies to IIRG CIR and the COMPANY acknowledges its awareness that IIRG CIR will rely on such continuing representation in disseminating such information and otherwise performing its investor relations functions. B. IIRGb. CIR, in the absence of notice in writing from COMPANY, will rely on the continuing accuracy of materials, information, and data supplied by COMPANY. C. c. COMPANY hereby agrees to hold harmless and indemnify IIRG CIR against any claims, demands, suits, loss, damages, etc., arising out of IIRG's CIR'S reliance upon the instant accuracy and continuing accuracy of such facts, materials, information information, and data, unless IIRG CIR has been negligent in performing its duties and obligations hereunder. D. IIRG shall d. COMPANY hereby authorizes CIR to issue, as required upon written approval of COMPANYin CIR'S sole discretion, corrective, amendatory, supplemental, or explanatory press releases, shareholder communications and reports, or data supplied to analysts, broker-broker- dealers, market makers, or other members of the financial community. E. e. COMPANY shall cooperate fully and timely with IIRG CIR to enable IIRG CIR to perform its duties and obligations under this Agreementagreement. F. f. The execution and performance of this Consulting Agreement by COMPANY has been duly authorized by the Board of Directors of COMPANY in accordance with applicable law, and and, to the extent required required, by the requisite number of shareholders of COMPANY. G. g. The performance by COMPANY of this Agreement agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws of COMPANY or any contractual obligation by which COMPANY may be bound. H. h. COMPANY shall promptly deliver to IIRG CIR a complete due diligence package to include latest Form 10-QSBK, latest 10Q, last 6 months of press releases and all other relevant materials, including but not limited to corporate reports, brochures, etc. I. i. COMPANY shall promptly deliver to IIRG CIR a list of names and addresses of all shareholders of COMPANY, COMPANY which it is aware. This list shall be upgraded at IIRG's CIR'S request. J. j. COMPANY shall promptly deliver to IIRG CIR a list of brokers and market makers of COMPANY'S securities, securities which have been following COMPANY. k. Because CIR will rely on such information to be supplied it by COMPANY, all such information shall be true, accurate, complete and not misleading, in all respects, except as limited to the knowledge of Company in paragraph (i) above. l. COMPANY shall act diligently and promptly in reviewing materials submitted to it by CIR to enhance timely distribution of the materials and shall inform CIR of any inaccuracies contained therein within a reasonable time prior to the projected or known publication date.

REPRESENTATION AND INDEMNIFICATION. A. COMPANY a. The Company shall be deemed to make a continuing representation of the accuracy of any and all material facts, materials, information, and data which it supplies to IIRG HCS and the COMPANY acknowledges its awareness that IIRG HCS will rely on such continuing representation in disseminating such information and otherwise performing its investor relations functions. B. IIRGb. HCS, in the absence of notice in writing from the COMPANY, will rely on the continuing accuracy of materials, information, and data supplied by the COMPANY. C. c. The COMPANY hereby agrees to hold harmless and indemnify IIRG HCS against any claims, demands, suits, loss, damages, etc., arising out of IIRGHCS's reliance upon the accuracy and continuing accuracy of such facts, materials, information information, and data, unless IIRG HCS has been negligent in performing its duties and obligations hereunder. D. IIRG shall d. The COMPANY hereby authorizes HCS to issue, as required upon written approval of COMPANYin HCS'S sole discretion, corrective, amendatory, supplemental, or explanatory press releases, shareholder communications and reports, or data supplied to analystsanalyst, broker-dealers, market market-makers, or any other members of the financial community. E. e. The COMPANY shall cooperate fully and timely with IIRG HCS to enable IIRG HCS to perform its duties and obligations under this Consulting Agreement. F. f. The execution and performance of this Consulting Agreement by the COMPANY has been duly authorized by the Board of Directors of the COMPANY in accordance with applicable law, and and, to the extent required required, by the requisite number of shareholders of the COMPANY. G. g. The performance by the COMPANY of this consulting Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or by-laws of the COMPANY or any contractual obligation by which the COMPANY may be bound. h. The COMPANY activities pursuant to this Consulting Agreement or as contemplated by this Consulting Agreement do not constitute and shall not constitute acting as a Securities broker or dealer under Federal or State Securities laws; any contact between the COMPANY and a potential investor in the COMPANY shall be such that the COMPANY would be acting merely as a finder or as a consultant with respect to such prospective investor obligations under this Agreement. i. The execution and performance of this Consulting Agreement by the COMPANY has been duly authorized by the Board of Directors of the COMPANY in accordance with applicable law, and, to the extent required, by the requisite number of shareholders of the COMPANY. j. The performance by the COMPANY of this Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws by-laws of THE COMPANY or any contractual obligation by which the COMPANY may be bound. H. k. The COMPANY shall promptly deliver to IIRG HCS'S a complete due diligence package to include the latest Form 10-QSBQ , last 6 six [6] months of press releases and all other relevant materials, including including, but not limited to corporate reports, brochures, etc. I. l. The COMPANY shall promptly deliver to IIRG HCS a list of names and addresses of all shareholders of COMPANY, the COMPANY which it is aware. This shareholder list shall be upgraded at IIRG's HCS'S request. The COMPANY agrees to furnish to HCS a copy of all DTC sheets on a weekly basis. J. m. The COMPANY shall promptly deliver to IIRG HCS a list of all brokers and market makers of the COMPANY'S securitiesSecurities, known to the COMPANY, which have been following the COMPANY. n. Because HCS will rely on such information to be supplied by the COMPANY, all such information shall be true, accurate, complete and not misleading, in all respects. o. The COMPANY shall act diligently and promptly in reviewing materials submitted to it by HCS to enhance timely distribution of the materials and shall inform HCS of any inaccuracies contained therein within a reasonable time prior to the projected or known publication date. p. The execution and performance of this Consulting Agreement by HCS has been duly authorized by the Board of Directors of HCS in accordance with applicable law, and, to the extent required, by the requisite number of shareholders of HCS. q. The performance by HCS of this Consulting Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or by-laws of HCS or any contractual obligation by which HCS may be bound. r. HCS'S activities pursuant to this Consulting Agreement or as contemplated by this Consulting Agreement do not constitute and shall not constitute acting as a Securities broker or dealer under Federal or State Securities laws; any contact between HCS and a potential investor in the COMPANY shall be such as that HCS would be acting merely as a finder or consultant with respect to such prospective investor.