Representations and Warranties and Indemnification Clause Samples
The "Representations and Warranties and Indemnification" clause serves to outline the specific statements of fact and assurances each party makes to the other, as well as the obligations to compensate for losses if those statements prove false. In practice, this clause details what each party is guaranteeing about their authority, the subject matter of the agreement, or compliance with laws, and sets forth the process and scope for one party to seek reimbursement or protection if the other party's representations are inaccurate or breached. Its core function is to allocate risk between the parties by ensuring that any misrepresentations or failures to meet promised conditions are addressed through financial or legal remedies, thereby promoting trust and accountability in the transaction.
Representations and Warranties and Indemnification. Octavian represents, warrants and guarantees (§ 880a second case ABGB) that each of the following are true, correct, complete and not misleading as of the date hereof and acknowledges that AGI has entered into this Agreement and the Loan Agreement in reliance of these representations, warranties and guarantees:
(i) the Products have been created by Octavian‘s employees, and Octavian is the sole and unrestricted owner of the exclusive rights in the Products;
(ii) Octavian is the sole and unrestricted owner of all the IP-Rights in the Products and Materials;
(iii) no third party is entitled to any IP Rights with regard to the Products and Materials other than in the ordinary course of Octavian's Business or as approved in writing by AGI, provided that Octavian is not limited in its disposition regarding these rights by any grant of such rights of use in the ordinary course of Octavian´s Business to third parties;
(iv) Octavian is authorized to transfer the IP Rights in the Products and Materials without any approval of any third party and without any limitation(other than in respect of licenses or similar rights of use granted in the ordinary course of Octavian's Business provided that Octavian is not limited in its disposition of such IP-Rights.;
Representations and Warranties and Indemnification. 1. Each party hereby represents and warrants to the other as follows:
(a) Such party is duly organized and validly existing under the laws of the state of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof.
(b) Such party is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder.
(c) This Agreement is a legal and valid obligation binding upon it and enforceable with its terms. The execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.
2. Priceline represents and warrants that it owns or has the legal right to use the systems, processes and technology used by Priceline to provide the Priceline Services and they do not, to the best of its knowledge, infringe any patent of any third party.
3. Priceline will indemnify, defend and hold harmless Airline, its officers, directors, employees and agents, from and against all damages, losses and causes of action (including reasonable attorneys' fees), including, without limitation, damage to property or bodily injury, on an after-tax basis, to the extent caused by or related to (i) Priceline's breach of this Agreement or the ARC Agent Reporting Agreement, (ii) any inaccuracy in any of Priceline's representations or warranties set forth in Paragraphs VII.1. and VII.2. above, (iii) by the negligence or willful acts of Priceline or any of its employees or agents, or (iv) any actual or alleged claim that all or any part of the systems, processes or technology used by Priceline to provide the Priceline Services infringes, directly or indirectly, any patent or copyright or misappropriates any trade secret.
4. Priceline shall be solely responsible for collecting and remitting Ticket Taxes, if any, payable on amounts collected by Priceline on tickets issued for travel by Airline in excess of amounts paid by Priceline to Airline in respect to such tickets. The term "Ticket Taxes" includes: (i) any applicable taxes pursuant to Section 4261 of the Internal Revenue Code paid along with all penalties and interest thereon and (ii) any applicable passenger facility charges, stamp taxes, excise taxes, (including segment fees), value added taxes...
Representations and Warranties and Indemnification. 7.1 Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under these Service Terms, and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by these Service Terms.
7.2 Customer represents, warrants, and covenants that it has all rights and consents (and has made all requisite disclosures) necessary for Mitel to process any Customer data necessary for the Services; and ii) for Mitel to provide any such data to its affiliates and third-party service providers as necessary for the performance of the services on a global basis.
7.3 Customer shall defend, indemnify and hold harmless Mitel and its affiliates against any third-party claim related to the representations and warranties set out in Sections 7.1. and 7.2 arising out of or connected to ▇▇▇▇▇’s performance of these Services.
Representations and Warranties and Indemnification. (a) Ditech is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Ditech (i) is duly qualified, in good standing and licensed to carry on its business in each state where the related manufactured homes and mortgaged properties are located, and (ii) is in compliance with the laws of any such state to the extent necessary to service the manufactured housing contracts and related repossessed properties and to enforce the manufactured housing contracts in accordance with the terms thereof and (iii) Ditech had at all relevant times, full corporate power to own its property, to carry on its business as currently conducted, to service the manufactured housing contracts and related repossessed properties and to enter into and perform its obligations.
(b) [Ditech is the sole owner and holder of the servicing rights with respect to the related manufactured housing contracts and related repossessed properties (the “Servicing Rights”) free and clear of any and all liens, pledges, charges, or security interests of any nature and it has good and marketable title and has full right and authority to transfer and assign the same.] The Servicing Rights are free and clear of any and all liens, pledges, charges, or security interests of any nature created by or through Ditech. Any subservicers or subcontractors with respect to the related manufactured housing contracts and related repossessed properties shall be terminated by the transfer date at Ditech’s sole cost and expense and Ditech has not assigned or transferred any of its rights to servicing compensation or servicing advances with respect to the manufactured housing contracts and related repossessed properties .
(c) Ditech has serviced each of the related manufactured housing contracts and related repossessed properties in compliance with Applicable Law, the terms of the related manufactured housing contracts, the terms of the related [insert relevant prior and then current servicing agreements] and Accepted Servicing Practices.
(d) The information delivered in writing by Ditech to Capital One with respect to Outstanding Advances and the servicing fields on the servicing data tape and the loan lists provided pursuant to Section 2(f) of this Exhibit E are true and correct in all material respects. For the avoidance of doubt, the parties acknowledge and agree that Ditech makes no representations or warranties with respect to the origination fields on...
Representations and Warranties and Indemnification. Octavian represents, warrants and guarantees (§ 880a second case ABGB) that each of the following are true, correct, complete and not misleading as of the date hereof and acknowledges that AGI has entered into this Agreement and the Loan Agreement in reliance of these representations, warranties and guarantees:
Representations and Warranties and Indemnification. 6.1 Each party hereto represents and warrants that it has the full right, power and authority to enter into and fulfil her/its obligations under this Agreement.
6. 2The Supplier hereby represents and warrants that the Executive has the requisite expertise to provide the Services.
Representations and Warranties and Indemnification. Entrants represent and warrant that their Video: (i) is Entrants’ original work; (ii) does not infringe upon the copyrights, trademarks, rights of privacy, publicity or other intellectual property or other rights of any person or entity; (iii) Entrants have obtained written permission from each person whose name, likeness, voice or other intellectual property is used in the Video; and (iv) the publication of the Video (or related Video footage) by Sponsor will not infringe the rights of any third party. Entrants will indemnify and hold harmless, Sponsor from any third party claims to the contrary and any third party claims arising out of or related to Entrant’s Video (or related Video footage) or participation in the Contest.
Representations and Warranties and Indemnification. Consultant represents and warrants that (a) there are no restrictions, agreements or understandings whatsoever to which Consultant is a party or subject to which would prevent or make unlawful its execution of this Agreement or performance hereunder; (b) its execution of this Agreement and its performance hereunder shall not constitute a breach of any law, rule or regulation, or of any contract, agreement or understanding, oral or written, to which it is a party by which they are bound; (c) it is free and able to execute this Agreement and to provide consulting services to the Company as stated herein, (d) its is acquiring the Stock Award for investment purposes and not with a view toward redistribution, and (e) the Stock Award is “restricted securities” as that term is defined under federal securities laws and shall bear a customary restrictive legend.
Representations and Warranties and Indemnification. 66 11.1 Survival and Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 11.2 Survival of Liability for Representations and Warranties . . . . . . . . . . 66 11.3 Indemnification by the Vendor . . . . . . . . . . . . . . . . . . . . . . . 67 11.4 Indemnification by the Purchaser . . . . . . . . . . . . . . . . . . . . . . 68 11.5 Indemnification against Third Party Claims . . . . . . . . . . . . . . . . . 69 11.6 Indemnification after Insurance and Other Recoveries . . . . . . . . . . . . 70 11.7 Vendor's Maximum Liability . . . . . . . . . . . . . . . . . . . . . . . . . 71 11.8
Representations and Warranties and Indemnification