Representations and Warranties Indemnification Sample Clauses

Representations and Warranties Indemnification. (a) The Director hereby represents and warrants to Company that his execution, delivery and performance of this Agreement and any other agreement to be delivered pursuant to this Agreement will not violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both, constitute) a default under, any agreement, arrangement or understanding with respect to Director’s employment or providing services to which Director is a party or by which Director is bound or subject. (b) Company hereby represents and warrants to Director that (i) it is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of incorporation, and has all requisite corporate power and authority to execute, deliver and perform this Agreement in accordance with the terms hereof, (ii) all necessary actions to authorize the Company’s execution, delivery and performance of this Agreement have been taken, (iii) this Agreement has been duly executed and delivered by the Company and constitutes its legal, valid, and binding obligation enforceable against it in accordance with the terms hereof, and (iv) its execution, delivery and performance of this Agreement and any other agreement to be delivered pursuant to this Agreement will not violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both, constitute) a default under, any agreement, arrangement or understanding with respect to Director’s employment or which otherwise related to Director’s relationship with the Company. (c) Company hereby agrees to indemnify and hold harmless Director, his affiliates (and such affiliates’ directors, officers, employees, agents and representatives) and permitted assigns, to the fullest extent permitted under New York law, from and against any and all losses, damages, liabilities, obligations, costs or expenses which are caused by or arise out of (i) any breach or default in the performance by the Company of any covenant or agreement of the Company contained in this Agreement, and (ii) any breach of warranty or inaccurate or erroneous representation made by the Company herein, and (iii) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal fees) incident to any of the foregoing. The Company shall advance any expenses reasonably incurred by Director in defending an indemnifiable action h...

Representations and Warranties Indemnification. 12.1 Each party represents and warrants to the other that this Agreement has been duly authorized, executed and delivered by it; it has the full power and authority and is free to enter into this Agreement and to perform its obligations hereunder; this Agreement constitutes its valid and binding obligation, enforceable in accordance with its terms; and the making of this Agreement does not violate any agreement, right or obligation existing between it and any other person, firm or corporation, on the other hand. 12.2 VAR represents and warrants that any materials created or added to the VFP or OSP or the VCP Product Set by VAR or its agents, does not and will not infringe the proprietary rights of any third party including, without limitation, patents, copyrights, trade secrets, rights of privacy and other intellectual property rights. VAR further represents and warrants that the VCP Product Set will be manufactured in accordance with industry standards for similar products, to the best of its knowledge will be free of defects, and will not be harmful to the property or person of third parties. VAR will handle in a professional manner any end user or distributor inquiries or complaints regarding the VCP. 12.3 Each party shall indemnify, defend and hold harmless the other (and the other's officers, directors, and affiliated companies) from any cost or expense (including reasonable attorney's fees), whether awarded by a court of panel or arbiters or paid in settlement, payable by the indemnified party to a third party as a result of a breach by the other party to this Agreement of a representation or warranty contained in this section. The party who would be entitled to indemnification shall promptly notify the other party of any such claim or proceeding and shall not settle any such claim or proceeding without the indemnifying party's prior written consent. The indemnified party shall have the right at its expense to participate in the defense thereof with counsel of its choice, provided that the indemnifying party shall have the right at all times to retain or resume control of the conduct of such defense. This indemnification obligation shall survive for two years after termination or expiration of this Agreement. 12.4 Visionics represents and warrants to VAR that the sale of the VFP and use of the Engine, OSP, and SDK to produce and sell the VCP by VAR will not infringe any copyright, patent, trade secret, or other intellectual property rights of any thi...

Representations and Warranties Indemnification. Producer agrees to defend, indemnify, and hold harmless Author against claims arising from or relating to the development, financing, production, exploitation, advertising, or promotion of the Play or any rights therein by Producer or its designees, provided that any such claim is not caused in whole or part by Author’s breach of any of Author’s representations, warranties, or agreements regarding the Play (i.e., with respect to originality, etc.). Each person constituting Author jointly and severally represents and warrants that all materials created or furnished by such person pursuant to this Agreement shall be original with such person except for non-fiction material, material in the public domain, or material that is based on or adapted from third-party source material that Author has properly licensed (in which case Author shall notify Producer prior to entering into this Agreement, and provide such license to Producer for its review and approval), and will not violate any rights of any individual, firm, corporation, or other entity. Author will advise Producer where the book of the Play is based on actual persons or entities or other non-fictional material and if Producer does not wish to obtain clearances, Author shall agree on any changes to be made. Except with respect to uses of the Play in AV Productions, any title of the Play shall be mutually approved by Author and Producer. Author further represents and warrants that (i) Author will not exploit any of the material Author creates hereunder for any purpose not expressly provided for herein or in the AV Agreement unless and until such material reverts to Author, and (ii) there are no debts, liens, or encumbrances whatsoever on Author or the Musical or any portion thereof (including, without limitation, debts or obligations relating to third parties that have previously invested or loaned money to Author in connection with the Musical). Author agrees to indemnify and hold harmless Producer from any and all costs, damages, liabilities, and expenses (including reasonable outside attorneys’ fees and related expenses) arising from third-party claims (whether or not litigated) arising from the breach of Author’s representations, warranties, or agreements hereunder. 15.

Representations and Warranties Indemnification. Consultant hereby represents and warrants that (a) the Company Work Product will be an original work of Consultant and any third parties will have executed assignment of rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party; (c) neither the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant will take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company’s property) during the term of this Agreement; (g) Consultant agrees to abide by any and all rules, policies and procedures as communicated to Consultant by the Company; (h) to the extent required by law, the services to be performed pursuant to this Agreement shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty of Consultant (a “Claim”) set forth herein, provided that Company gives Consultant written notice of any such Claim and Consultant has the right to participate in the defense of any such Claim at its expense. From the date of written notice from Company to Consultant of any such Claim, Company shall have the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Consultant’s obligations hereunder.

Representations and Warranties Indemnification. The following clauses of the License Agreement are hereby incorporated by reference herein as if stated herein in their entirety, except that for purposes of this Agreement, all references in such clauses to “the Agreement” or “this Agreement” shall be deemed to mean this Supply Agreement: Articles 8.2, 8.3, 8.4, 8.5, and 8.7.

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;

Representations and Warranties Indemnification. 6.1 Each Party represents and warrants to the other Party that it is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has the corporate power and authority to execute and deliver this Agreement, to consummate the transactions hereby contemplated, and to take all other actions required to be taken by it pursuant to the provisions hereof, and is not subject to, or a party to, any contract, agreement, instrument, order, judgment or decree, or any other restriction of any kind or character, which would prevent its entry into or performance under this Agreement, and no consent of or other action by or notice to any third party is required in connection with the Party's entering into and performing under this Agreement, and that this Agreement and the transactions described in this Agreement have been duly authorized by all necessary corporate action. 6.2 LCSG represents that the issuance and delivery of the Options and execution and delivery of the Registration Rights Agreement have been duly authorized by all necessary corporate action, that it has reserved for issuance a sufficient number of shares of LCSG Common Stock issuable upon exercise of the Options, that all of such shares have been duly authorized, and when the Options are exercised and the exercise price has been paid, will be fully paid and non-assessable. 6.3 The Parties will be jointly and severally responsible for any liabilities of or claims against either of them arising from the conduct of the Marketing Program, provided the Party whose activities give rise to the claim conducted such activities in accordance with the approved Sales Programs and Marketing Materials. 6.4 Each Party will indemnify the other Party and hold the other Party harmless from any liability, cost or expense arising solely from a breach of its representations and warranties in Paragraphs 6.1 or a breach by the Party of its obligations under paragraph 6.2. 6.5 A party entitled to indemnification under this Agreement shall be referred to hereafter as an "Indemnified Party" and a party obligated to provide indemnification shall be referred to hereafter as an "Indemnifying Party". If at any time an Indemnified Party shall claim indemnification from an Indemnifying Party for any Loss or, in the reasonable judgment of the Indemnified Party, for what, in the future, may result in a Loss ("Anticipated Loss") due to the filing, at or before the time of s...

Representations and Warranties Indemnification. (a) All representations and warranties contained herein or in any of the Related Agreements or made in writing by any party in connection herewith or therewith will survive the execution and delivery of this Agreement and any investigation made at any time by or on behalf of the Sellers. (b) The Purchaser will defend, indemnify and hold the Sellers or any other holder of all or any part of the Shares harmless from and against any and all actions, suits, losses, damages, liabilities, claims, obligations and expenses (including, but not limited to, legal fees and court costs) (“Losses”), whether or not resulting from judgments or arbitration awards, that shall be suffered or incurred by such Sellers, resulting from or arising out of any breach of any of the representations, warranties or covenants of the Purchasers contained in this Agreement or in any Related Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by the Purchaser hereunder or thereunder. Purchase Agreement – Madrona Ventures Inc. (c) Each Seller will, jointly and severally, defend, indemnify and hold the Purchaser harmless from and against any and all Losses, whether or not resulting from judgment or arbitration awards, that shall be suffered or incurred by the Purchaser resulting from or arising out of any breach of any of the representations, warranties or covenants of the Sellers contained in this Agreement or in any Related Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by the Sellers hereunder or thereunder.

Representations and Warranties Indemnification. ● Each party represents and warrants to the other as follows: a) It has full power and authority to execute and deliver this agreement and to perform as set forth herein; b) The making of this agreement does not, and during the Term will not, violate or conflict with any agreement, right, or obligation binding or affecting such party; c) Neither the Series (with respect to NYPR and to the extent it does not include or constitute ORGANIZATION Content) nor the ORGANIZATION Content (with respect to ORGANIZATION) will: (i) infringe on any copyrights, trademarks, or other rights of any third party; (ii) contain any matter which shall libel, defame, invade the privacy of or otherwise violate the rights of any person or entity; or (iii) conflict with or violate any applicable law; d) Neither party will be required to obtain any releases or consents of any nature whatsoever from the other party or any third parties in order to use the Series or any ORGANIZATION Content in the manner contemplated by this Agreement; and e) All claims made by each party in the materials it contributes hereunder are supported by substantial written documentation and comprehensive research. ● Each of the foregoing warranties applies solely to the extent the Series, ORGANIZATION Content, or other materials in question are used as approved and unmodified, and in accordance with the terms of this Agreement. ● Each of the parties (each, an “Indemnifying Party”) agrees to indemnify, hold harmless and defend the other, its parents, subsidiaries and affiliates, and their respective officers, directors and employees (each, an “Indemnified Party”) from and against any actual or alleged claims, liabilities, losses, demands, causes of action, judgments, settlements and expenses (including, without limitation, settlement costs and reasonable outside legal fees), or other damages of any kind or nature arising out of or connected with any breach by the Indemnifying Party of any provision of this Agreement or of any warranty made by the Indemnifying Party in this Agreement.