Representations and Indemnifications Sample Clauses

Representations and Indemnifications. Wipfli represents and warrants that the Wipfli Materials: (a) do not infringe or violate the intellectual property or other rights of any third parties when operated or used as intended by the parties; (b) contain no viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Notwithstanding the foregoing, the parties agree that the Wipfli Materials may contain programming routines or computer code that disables or permits the disabling of the Wipfli Materials at the end of the permitted period of use or permits access to the Wipfli Materials by Wipfli for the purposes of maintenance or technical support. Wipfli shall defend, indemnify and hold harmless Licensee and its stockholders, permitted successors, permitted assigns, officers, directors, employees, agents and representatives (“Licensee Indemnitees”) from and against any and all claims asserted against, imposed upon or incurred by a Licensee Indemnitee due to, arising out of, or relating to: (i) any suit or claim that the Wipfli materials infringe the rights of, or misappropriate the property of, any entity or person, including, but not limited to, intellectual property rights; or (ii) ▇▇▇▇▇▇’▇ breach of any representation, warranty or obligation under this Agreement. Licensee shall defend, indemnify and hold harmless Wipfli and its partners, permitted successors, permitted assigns, licensors, subcontractors, suppliers, officers, directors, employees, agents and representatives (“Wipfli Indemnitees”) from and against any and all claims asserted against, imposed upon or incurred by a Wipfli Indemnitee due to, arising out of, or relating to (i) Licensee’s use or misuse of the Wipfli Materials, Third Party Equipment, and Third Party Software, including, without limitation, any claims for personal injury, death, or property damage; or (ii) Licensee’s breach of any representation, warranty, or obligation under this Agreement.

Representations and Indemnifications. Contractor is an independent contractor with respect to MICA. Contractor shall not have, nor represent him/her/itself as having, the right or authority to enter into any agreement or to make any promise of any nature whatsoever on behalf of or in the name of MICA, without MICA’s consent. As an independent contractor, Contractor [Contractor’s employees] shall not have the status of an employee of MICA. Accordingly, Contractor shall not be eligible to participate in any employee benefit or group insurance plans or programs maintained by MICA, and MICA shall not provide social security, unemployment compensation, disability insurance, worker’s compensation or similar coverage, nor any other statutory benefit to Contractor [Contractor’s employees]. Contractor shall assume full responsibility and liability for making and/or paying any and all federal, state, and/or municipal taxes, assessments, social security benefits and/or other deductions as required by law on behalf of itself [and its employees]. Contractor certifies that this Agreement will not violate the terms of any other contract or interfere with any other obligation binding upon Contractor. Contractor shall have the right to perform services for others during the term of this Agreement, provided that such performance does not in any way interfere or conflict with Consultant’s performance of the Services hereunder. Contractor hereby indemnifies and holds harmless MICA, its trustees, officers, employees, and agents, for all liability, losses, damages or expenses from any and all fines, suits, claims and demands, including attorneys fees, arising from any actions of any kind or nature resulting from any acts, errors, or omissions of Contractor as a result of performing the Services hereunder, provided, however, that such indemnification shall not apply to fines, suits, claims and demands resulting from the sole negligence of MICA.

Representations and Indemnifications a. Company shall be deemed to make a continuing representations of the accuracy of any and all materials facts, materials, information, and data which is supplied to Fortune and the Company acknowledges its awareness that Fortune will rely on such continuing representation in disseminating such information and otherwise performing its investor relations functions. b. Fortune, 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 Fortune against any claims, demands, suits, loss, damages, etc., arising out of Fortune reliance upon the instant accuracy and continuing accuracy of facts, materials, information, and date, unless Fortune has been negligent in performing its duties and obligations thereunder. d. Company hereby authorize Fortune to issue, in Fortune's sole discretion, 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, such as may be necessary to make a previous communication issued by Fortune not false or misleading. e. Company shall cooperate fully and timely with Fortune to enable Fortune to perform its duties and obligations under this agreement. 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, to the extent required, by the requisite number of the shareholder of the 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 Fortune complete due diligence package to include latest 10K, 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 Fortune a list of names and addresses of shareholders of Company which it is aware. This list shall be upgraded at Fortune's request. j. Company shall promptly deliver to Fortune a list of brokers and market makers of Company's securities, which have been following Company. k. Because Fortune. will rely o...

Representations and Indemnifications. (a) GT represents and warrants that it has the right to license the Software and that the Software does not infringe any patent, copyright or other proprietary right of any third party. GT shall defend, indemnify and hold Licensee harmless from and against any and all claims, demands, causes of action, liabilities, damages, fines, penalties and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to the Software’s alleged infringement of any patent, copyright or other proprietary right of any third party. (b) Licensee acknowledges and agrees that the Software constitutes sophisticated, computer-aided engineering tools which are approximate in nature and depend on a high degree of end-user engineering experience, training and skills to produce accurate design trends. Licensee represents and warrants that the persons using the Software possess, and will continue to possess, all required experience, training and skills. Licensee shall defend, indemnify and hold GT harmless from and against any and all claims, demands, causes of action, liabilities, damages, fines, penalties and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to Licensee’s use of the Software and the utilization of the results thereby generated. (c) Licensee represents (i) that it is not, nor is it owned or controlled by, a person or entity appearing on the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals or Consolidated Sanctions lists, or the U.S. Department of Commerce’s Bureau of Industry & Security’s Denied Persons, Entity, or Unverified Lists; (ii) that it will not use in or for the benefit of, or transfer the software to, any location (including Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region of Ukraine), person, or entity that is subject to sanctions or a denial of export privileges administered by the United States or any other authority having jurisdiction over Licensee’s activities; (iii) that it will not use nor facilitate use of the software in any manner that would cause a violation of 15 C.F.R. § 744.3 (imposing certain restrictions relating to rocket, ballistic missile, space launch, and unmanned air vehicle activities), or other applicable law; and (iv) that, if any representation in this paragraph shall cease to be accurate during any time when this license is in effect, Licensee shall promptly notify GT and stop using the software.

Representations and Indemnifications. The Parties represent and warrant to each other that each is the sole and lawful owner of all right, title, and interest in and to every claim and other matter that each releases and/or waives in this Agreement and that it has not previously assigned or transferred, or purported to do so, to any person or other entity any right, title, or interest in any such claim or other matter . In the event that such representation is false and any such claim or matter is asserted against any Party by anyone who is the assignee or transferee of such a claim or matter, then the Party who assigned or transferred such claim or matter shall fully indemnify, defend, and hold harmless the Party against whom such claim or matter is asserted and its successors from and against such claim or matter and from all actual costs, attorneys' fees, expenses, liabilities, and damages that such Party and its successors incur as a result of the assertion of such claim or matter . 5.

Representations and Indemnifications. 7.1. Producer represents that it is currently fully licensed in the state(s) and/or jurisdiction(s) in which it wishes to represent Renaissance as an Insurance Benefit Producer. Producer shall provide Renaissance proof that said license(s) is active by submitting a copy of current license(s) to Renaissance at the time of application, and thereafter at the request of Renaissance. In the event Producer fails to submit such proof of licensure, Renaissance may immediately terminate this Agreement. 7.2. Producer represents and warrants that the use of Producer’s content on any materials or electronic media or on a co-branded enrollment platform will not violate or infringe any copyright, trademark, patent, or proprietary right of any other party. Producer shall retain all right, title, and interest in Producer’s name and website; however, Producer may place a link to the designated Renaissance Web portal page, as instructed and approved by Renaissance, onto its website for individuals to enroll on this enrollment platform, if applicable. Producer content (including, but not limited to, ownership of all copyrights and other intellectual property rights therein) and Producer ▇▇▇▇▇, including any and all goodwill associated therewith, shall remain the property of Producer, subject to the limited permission granted to Renaissance for the co-branding. Any other use of the Producer marks by Renaissance shall require written consent of Producer. Renaissance shall retain all right, title, and interest in the Renaissance content and Renaissance marks, including any and all goodwill associated therewith, subject to the limited permission granted to Producer for the co-branding. Any other use of the Renaissance marks by Producer shall require the prior written consent of Renaissance.

Representations and Indemnifications. Tenant agrees to indemnify, defend, protect and hold harmless the Landlord Parties from and against any liability, obligation, damage or costs, including without limitation, attorneys’ fees and costs, resulting directly or indirectly from any use, presence, removal or disposal of any Hazardous Materials or breach of any provision of this section, to the extent such liability, obligation, damage or costs was a result of actions caused or permitted by Tenant or a Tenant Party.

Representations and Indemnifications a. The Company represents that any and all facts, materials, information, and data supplied to SAGI in connection with services rendered hereunder shall be accurate when given to SAGI and the Company acknowledges that SAGI will rely on such information as being accurate when performing its investor relations functions. b. The execution and performance of this Consulting Agreement by the Company and SAGI has been duly authorized by each of them in accordance with applicable law. c. The performance by the Company and SAGI of this Consulting Agreement will not violate any applicable court decree or order, law or regulation.

Representations and Indemnifications. Grantee will exercise its rights under this Easement in accordance with the requirements of all applicable statutes, orders, rules, and regulations of any public authority having jurisdiction. Grantee will indemnify and defend Gran- tor, its members, agents, employees, tenants, and contractors and hold them harmless from and against any and all claims, costs (including but not limited to reasonable attorney’s fees and costs), liabilities, and damages arising under this Easement to the extent such claims, costs, liabilities, and damages are caused by an act or omission of Grantor, its agents, con- tractors, or permittees. To the extent permitted by RCW 4.24.115 Grantee’s obligations under this indemnity shall not apply to the extent that any such claims, costs, liabilities, and damages arise from the negligence of Grantor, or Grantor’s employees, agents, and contractors. Grantor further agrees that title to all brush, trees, and other vegetation or debris trimmed, cut, and removed from the Easement Area or Grantor’s Property by Grantee, its agents, employees, and contractors pursuant to this Agreement is vested in Grantee, and that the consideration paid for conveying this Easement and rights herein described is accepted as full compensation for the exercise of any said rights.