REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS Clause Samples
The "Representations, Warranties, and Indemnifications" clause sets out the statements of fact and assurances each party makes to the other, as well as the obligations to compensate for certain losses. In practice, this clause requires parties to confirm the truthfulness of key information, such as authority to enter the agreement or compliance with laws, and to promise to cover the other party’s losses if these statements prove false or if specific liabilities arise. Its core function is to allocate risk between the parties and provide a mechanism for recourse if one party’s assurances are breached, thereby promoting trust and accountability in the contractual relationship.
POPULAR SAMPLE Copied 1 times
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. 10.1 Each Party represents and warrants to the other Party that: (i) it is free to enter into the Agreement and has the full right and authority to do so; (ii) it has taken all corporate action necessary to authorize the execution and delivery of the Agreement and the performance of its obligations under the Agreement; (iii) it is not aware of any impediment that would inhibit its ability to perform in all material respects its obligations under the Agreement; and (iv) the execution, delivery and performance of the Agreement will not violate any provision of, conflict with or result in any breach of any of the terms of, or constitute a default under either Party's respective certificate of incorporation, by-laws, or any material indenture, lease, agreement or other material instrument to which it is a party, or any decree, judgment or order applicable to such party or any law, statute, rule or regulation applicable to such party.
10.2 ▇▇▇▇▇▇ hereby represents to BioMedicines that:
(a) It is the assignee of the Patent Rights covered by the Agreement;
(b) It has the legal power to convey the rights granted to BioMedicines in the Agreement;
(c) It has no knowledge of any facts which would rebut the presumption of validity accorded any issued patents within the Patent Rights and it has disclosed to the United States Patent and Trademark office all information "material to patentability," as such is defined in 37 C.F.R. Section 1.56;
(d) It has no knowledge of any adverse claims to the Patent Rights;
(e) All patent applications included in the Patent Rights are pending and have not been abandoned and are enforceable pursuant to a valid assignment; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
(f) To its best knowledge and belief, as of the Effective Date, there are no asserted or unasserted claim or demand which may be enforced against any of the Patent Rights or Know-How;
(g) To its best knowledge and belief, on the Effective Date the practice of any processes and/or products disclosed in the Patent Rights or Know-How do not infringe upon any Third Party patents;
(h) ▇▇▇▇▇▇ has not entered into any agreement with any Third Party which is in conflict with the rights granted to BioMedicines pursuant to the Agreement; and
(i) To its best knowledge and belief, the reports and ex...
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. Each party represents and warrants to the other that it is authorized to enter into this Agreement and that it is under no restrictions or obligations, contractual or otherwise, that are inconsistent with the execution of this Agreement or that will interfere with such party’s performance of any of its obligations hereunder. You authorize us to accept instructions from you and/or from the staff or staffs or officer that you designate for this engagement. You accept full responsibility for supervising assigned remote staff as they perform services. You shall establish and maintain internal controls over the process/system and monitor ongoing activities that the assigned remote staff performs. You are responsible for properly checking the adequacy, completeness, and accuracy of the assigned remote staff’s work. You will provide us or assigned remote staff with accurate and complete information, documentation required for the proper performance of the services, including but not limited to, software access, access to appropriate reporting manager, records, Information technology, Systems, documents, process understanding, training, etc in a timely manner Our assigned remote staff or we will rely upon the accuracy of all information provided by you or by someone on your behalf, without independently verifying it. You must notify us promptly if any information provided by us is rendered untrue, unfair, or misleading. You are responsible for providing assigned remote staff with updated information as it becomes available to you. If updated information is not shared with assigned remote staff, the performance of services might get affected adversely. If required, you must take all necessary steps to correct any communication or document issued that contains, refers to or is based upon such information. Because we will rely on you and your management to comply with the responsibilities described above, you hold us harmless and release us, our partners and employees, our assigned remote staff from all claims, liabilities, losses, and costs arising through misrepresentation of any information that has caused, in any respect. This provision shall survive the termination of this Agreement.
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. (a) WebSan represents and warrants to the Company that:
(i) It has the right and capacity to enter into this Agreement and fully perform all of its obligations hereunder;
(ii) it shall use commercially reasonable efforts to perform the Services as described in Schedule “A” attached hereto (except to the extent the Services modified by the parties from time to time by mutual written agreement) and shall provide such Services in a professional manner consistent with industry standards.
(iii) OTHER THAN THE EXPRESS WARRANTIES STATED ABOVE, WEBSAN MAKES NO OTHER REPRESENTATIONS OR WARRANTIES HEREUNDER OF ANY KIND, EITHER EXPRESS OR IMPLIED, IN RELATION TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL WEBSAN BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL OR CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS, LOSS OF REVENUE OR LOSS OF DATA, OR AS A RESULT OF ANY INTERRUPTION OF SERVICE.
(b) Company Represents and warrants to WebSan that:
(i) It has the right and capacity to enter into this Agreement and fully perform all of its obligations hereunder;
(ii) All Company data provided hereunder shall be wholly original to the Company, and Company data shall not violate any laws of any country and shall not infringe any other party’s copyright, patent, trademark or other intellectual property right.
(iii) Company shall not, nor shall it allow, authorize or assist any third party to, use the system for any illegal purpose whatsoever.
(c) Each of the Parties hereto agree to indemnify and save harmless the other, and any of its respective successors, licensees and assigns, from any and all losses, costs, liabilities, damages and expenses (including reasonable lawyers’ fees) resulting any breach of any representation, warranty and/or covenant under this Agreement.
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS a. If any Dealer representation, warranty or covenant made in connection with a Contract is breached or is untrue, or if Dealer has failed to perform any obligation it may have under a Contract or this Agreement, or if the Buyer asserts any claim arising out of the purchase of a Boat from Dealer under a Contract sold to NationsCredit, then Dealer shall promptly pay NationsCredit any or all of the following amounts at the election of NationsCredit:
(i) the unpaid balance, as determined by NationsCredit, of all Contracts affected by such breach or misrepresentation or claim; (ii) Dealer's portion of any unearned finance charges; (iii) all losses and expenses incurred by NationsCredit as a result of such breach or misrepresentation or claim; and (iv) all out-of-pocket expenses (including, but not limited to, attorney's fees and costs) paid or incurred by NationsCredit in connection with the collection of any amount due under any such Contract. If Dealer breaches this Agreement in any other respect, Dealer shall reimburse NationsCredit for all losses and expenses incurred by NationsCredit as a result of such breach. In addition, Dealer shall indemnify and hold NationsCredit harmless for all losses or expenses, including reasonable attorneys' fees and legal costs, suffered or incurred by NationsCredit in any judicial, administrative, or any other proceeding because of any claim or defense asserted against NationsCredit as a result of any act or omission on the part of Dealer, including, at the election of NationsCredit, the unpaid balance of the Contract, as determined by NationsCredit.
b. Notwithstanding anything to the contrary set forth herein, Dealer hereby guarantees to NationsCredit the payment in full of all amounts owing to NationsCredit from time to time under any Contract purchased by NationsCredit from Dealer in respect of which the Buyer was, at the time of such purchase, an officer, director, partner or employee of Dealer (or a member of the immediate family of any such person associated with the Dealership.)
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. (a) ESCROW AGENT represents and warrants that:
(i) It has the legal capacity and capability to enter into this Agreement and fully perform all of its obligations and provide the services hereunder;
(ii) It shall use commercially reasonable efforts to keep the Materials in safe keeping and perform its obligations as escrow agent in accordance with the terms of this Agreement;
(iii) It shall not disclose to any third party or make use of the Materials without the express joint written approval of both TELUPAY (M.E)
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. 1. Service Provider represents and warrants to the Client that:
1. It has the right and capacity to enter into this Agreement and fully perform all of its obligations hereunder;
2. It shall use commercially reasonable efforts to perform the Services as described in Schedule “A” attached hereto (except to the extent the Services modified by the parties from time to time by mutual written agreement) and shall provide such Services in a professional manner consistent with industry standards.
3. Other than the express warranties stated above, service provider makes no other representations or warranties hereunder of any kind, either express or implied, in relation to the services, including but not limited to any warranty of merchantability and/or fitness for any particular purpose. In no event shall service provider be liable, directly or indirectly, for any special or consequential or incidental damages including but not limited to loss of anticipated profits, loss of revenue or loss of business.
2. Client Represents and warrants to Service Provider that:
1. It has the right and capacity to enter into this Agreement and fully perform all of its obligations hereunder;
2. All Client Content provided hereunder shall be wholly original to the Client or the Client has acquired the necessary rights from third parties to contribute such Client Content and include it in the Website, and Client Content shall not violate any laws of any country and shall not infringe any other party’s copyright, patent, trademark or other intellectual property right.
3. Client shall not, nor shall it allow, authorize or assist any third party to, use the Website for any illegal purpose whatsoever.
3. Each of the Parties hereto agree to indemnify and save harmless the other, and any of its respective successors, licensees and assigns, from any and all losses, costs, liabilities, damages and expenses (including reasonable lawyers fees) resulting any breach of any representation, warranty and/or covenant under this Agreement.
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. 2.5.1 Nationstar shall not be liable to ▇▇▇▇▇▇ ▇▇▇ for (i) the selling representations and warranties contained in Section IV-A of the MSSC and in the ▇▇▇▇▇▇ ▇▇▇ Guides with respect to ▇▇▇▇▇▇ ▇▇▇ Rights transferred to Nationstar pursuant to this Agreement; or (ii) any claims or losses, including, but not limited to, third-party claims, arising out of or related to any servicing deficiency or error, to the extent any servicing deficiency or error is caused by any action, error, omission or failure of any prior servicer, including the Prior Servicer. In acquiring ▇▇▇▇▇▇ ▇▇▇ Servicing Rights from a Prior Servicer, Nationstar shall use commercially reasonable efforts to negotiate industry standard repurchase and indemnification obligations for past origination, sale and servicing defects. Notwithstanding the foregoing, Nationstar shall be liable for any damage or loss to ▇▇▇▇▇▇ ▇▇▇ that is caused by Nationstar’s failure to take any corrective action reasonably requested by ▇▇▇▇▇▇ ▇▇▇ in accordance with the Servicing Standards, or any other failure in Nationstar’s responsibilities after the Servicing Transfer Date and shall cooperate with ▇▇▇▇▇▇ ▇▇▇ to resolve defects with respect to the Mortgage Loans acquired from a prior servicer.
2.5.2 On and after the Servicing Transfer Date and until the sale of the Servicing Subsidiary pursuant to Section 1.5, Nationstar shall be liable in accordance with Section 15 hereof for the performance of all servicing covenants, representations and warranties contained in the applicable Contract and the ▇▇▇▇▇▇ ▇▇▇ Guides for the Mortgage Loans as to which Nationstar is providing Servicing or Subservicing.
2.5.3 With respect to ▇▇▇▇▇▇ ▇▇▇ Subservicing Appointments, the applicable Subservicing Agreement shall provide that Prior Servicer, in the case of a tri-party Subservicing Agreement, or ▇▇▇▇▇▇ ▇▇▇, in the case of a two party Subservicing Agreement, shall indemnify Nationstar against claims made against Nationstar by any third party to the extent such claim arises from the origination, sale, and/or servicing of the Mortgage Loans prior to the applicable Servicing Transfer Date. Nationstar agrees to give ▇▇▇▇▇▇ ▇▇▇ prompt written notice of any such claim within ten (10) days of Nationstar’s receipt of notice of such claim. ▇▇▇▇▇▇ ▇▇▇ shall have the option to defend or settle any such claim, and Nationstar agrees to cooperate with and assist ▇▇▇▇▇▇ ▇▇▇ in such manner as ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ necessary in its reasonable discretion in su...
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. The Rose Group represents and warrants all of the following: (i) The Rose Group is authorized to enter into this Agreement; (ii) The Rose Group's services shall not defame any person or entity or infringe the rights of others, including, without limitation, any trade name, trademark or copyright and shall not invade or violate any right of privacy, publicity, personal or proprietary right, or other common law of statutory right; and
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. In order to induce the Lender to enter into this Agreement and to make the Loan, each of the Borrower and the Guarantor makes the representations, warranties, and indemnifications hereinafter set forth in this Article IV.
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. CDA is ultimately responsible to the Department of the Treasury for compliance with all SLFRF and HOME requirements, including the enforcement of this Agreement and in particular its provisions related to principal residency and recapture. Borrower hereby represents and warrants that:
9.1. All information and documentation provided to CDA or the City is truthful and correct to the best of ▇▇▇▇▇▇▇▇'s knowledge and belief. Borrower acknowledges that any discrepancies or misstatements may result in ▇▇▇▇▇▇▇▇’s disqualification from participation in the program and shall be deemed a breach of this Agreement and the Loan, and Borrower will be required to repay the entire SLFRF investment amount.
9.2. Borrower’s financial situation has not changed materially since the application for SLFRF assistance was made.
9.3. ▇▇▇▇▇▇▇▇ shall indemnify, defend and hold the City and CDA harmless from and against any claim, loss, liability or expense, including reasonable attorneys' fees and expenses, arising from this Agreement or involving the Property.
9.4. Borrower shall not incur any obligation, liability or expense of any kind and at any time in the name of or on behalf of the City or CDA.
9.5. Borrower warrants that it has not and will not execute any other agreement with provisions contradictory to, or in opposition to, the provisions hereof, and that the requirements of this Agreement are paramount and controlling as to the rights and obligations herein set forth and supersede any other requirements in conflict herewith.
9.6. Borrower specifically acknowledges that CDA or its designee may review, monitor, or seek to confirm the Borrower’s ongoing compliance with the terms of this Agreement and the Loan, and ▇▇▇▇▇▇▇▇ agrees to provide such information or documents to CDA or its designee as CDA may reasonably require in the course of such monitoring or reviews, including but not limited to evidence that the Borrower is in compliance with Section 5.
9.7. Borrower hereby represents and warrants that Borrower has read this Agreement, fully understands all terms, stipulations and conditions hereof and has the full legal right, power and authority to execute and deliver this Agreement and to perform all the undertakings of the Borrower hereunder.