Common use of Representations, Warranties and Indemnity Clause in Contracts

Representations, Warranties and Indemnity. 8.1 The Borrower hereby represents and warrants to the Lender that all information furnished by the Borrower in connection with the Loan does not contain any untrue statement or omit to state any fact the omission of which makes any statements made therein in the light of the circumstances under which they are made, misleading, and the Borrower is not aware of any material facts or circumstances that have not been disclosed to the Lender which might if disclosed, adversely affect the decision of a person considering whether or not to provide finance to the Borrower; 8.2 In consideration of the Lender complying with the Borrower’s instructions or requests, the Borrower undertakes to indemnify the Lender and hold the Lender harmless on a full and unqualified indemnity basis against any loss, charge, damage, expense, fee or claim which the Lender suffers or incurs or sustains thereby and the Borrower absolves the Lender from all liability for loss or damage which the Borrower may sustain from the Lender acting on the Borrower’s instructions or requests or in accordance with these terms and conditions. 8.3 For the purposes of Clause 8.2, the expression “the Borrower’s instructions or requests” means any instructions or requests received by the Lender from the Borrower’s Phone Number, email address whether or not such instructions or requests are issued by the Borrower or someone else acting with or without instructions, it being acknowledged and agreed that the Lender shall treat all such instructions or requests as issued by the Borrower without the necessity of independent investigation or verification. In this regard, the Borrower irrevocably authorizes the Lender to act on all instructions or authorization received by the Lender from the Borrower’s Phone Number and email address and to hold the Borrower liable in respect thereof, notwithstanding that any such requests are not by the Borrower or authorized by the Borrower.

Representations, Warranties and Indemnity. 8.1 The Borrower hereby (a) Publisher warrants and represents and warrants to Diamond (i) that it owns or is licensee of the copyrights to the Lender Publisher Books and U.K. Product (ii) that all information furnished by it has the Borrower in connection right to enter into and lawfully perform this Agreement (iii) that it has not granted to any third party any of the rights granted to Diamond hereunder or any rights adverse to or inconsistent with the Loan does not contain rights granted hereunder; and (iv) that Publisher has paid, and will continue to pay as and when required, all royalties and other amounts due to authors or authors’ representatives with respect to sales of the Publisher Books and U.K. Product. (b) Publisher shall indemnify and hold harmless Diamond, and its officers, directors, shareholders, employees, agents, licensees, representatives, affiliated companies and purchasers of copies of the Publisher Books and U.K. Product from and against any untrue statement and all claims, losses, liabilities, suits or omit to state costs (including without limitation reasonable attorneys’ fees) arising out of any fact breach or alleged breach or any falsity or alleged falsity of any of the omission foregoing warranties or representations of which makes any statements made therein Publisher or in the light event of any third party claim arising from the contents of any of the circumstances under Publisher Books and U.K. Product, the breach of any of the obligations of Publisher hereunder, including but not limited to claims of infringement of copyright or proprietary rights of any third party or arising from the termination by Publisher of Client Distribution Services or any other person or entity providing distribution services to Publisher. Diamond shall promptly notify Publisher of any claim for indemnification; provided that the failure to give such prompt written notice shall not rescind or revoke Publisher’s obligation to indemnify but shall only reduce the amount of the indemnification to the extent that Publisher is materially prejudiced by such delay. Publisher shall have sole control over the defense or settlement of any third party action, suit, proceeding or claim provided that any settlement involving more than the payment of money by Publisher shall require the consent of Diamond, which they are made, misleadingconsent shall not be unreasonably withheld or delayed. (c) Diamond warrants and represents that it has the right to enter into and lawfully perform this Agreement. (d) Diamond shall indemnify and hold harmless Publisher, and the Borrower is not aware its officers, directors, shareholders, employees, agents, licensees, representatives, affiliated companies from and against any and all claims, losses, liabilities, suits or costs (including without limitation reasonable attorneys’ fees) arising out of any material facts breach or circumstances alleged breach or any falsity or alleged falsity of any of the foregoing warranties or representations of Diamond or any third party claim arising from the breach or alleged breach of any of the obligations or agreements of Diamond hereunder. Publisher shall give Diamond prompt written notice of any claim for indemnification; provided that have the failure to give such prompt written notice shall not been disclosed rescind or revoke Diamond’s obligation to indemnify but shall only reduce the amount of the indemnification to the Lender which might if disclosedextent that Diamond is materially prejudiced by such delay. Diamond shall have sole control over the defense or settlement of any third party action, adversely affect the decision of a person considering whether or not to provide finance to the Borrower; 8.2 In consideration of the Lender complying with the Borrower’s instructions or requestssuit, the Borrower undertakes to indemnify the Lender and hold the Lender harmless on a full and unqualified indemnity basis against any loss, charge, damage, expense, fee proceeding or claim provided that any settlement involving more than the payment of money by Diamond shall require the consent of Publisher, which consent shall not be unreasonably withheld or delayed. (e) Publisher and Diamond shall each promptly notify the other of, and fully cooperate in the defense of, any claims, demands, actions or proceedings to which the Lender suffers or incurs or sustains thereby and the Borrower absolves the Lender from all liability for loss or damage which the Borrower may sustain from the Lender acting on the Borrower’s instructions or requests or in accordance with these terms and conditionsprovisions of this paragraph 8 are applicable. 8.3 For the purposes (f) The provisions of Clause 8.2, the expression “the Borrower’s instructions or requests” means any instructions or requests received by the Lender from the Borrower’s Phone Number, email address whether or not such instructions or requests are issued by the Borrower or someone else acting with or without instructions, it being acknowledged and agreed that the Lender this paragraph 8 shall treat all such instructions or requests as issued by the Borrower without the necessity survive termination of independent investigation or verification. In this regard, the Borrower irrevocably authorizes the Lender to act on all instructions or authorization received by the Lender from the Borrower’s Phone Number and email address and to hold the Borrower liable in respect thereof, notwithstanding that any such requests are not by the Borrower or authorized by the BorrowerAgreement.