Representations Warranties Covenants and Indemnification Clause Samples
Representations Warranties Covenants and Indemnification. A. iVillage represents, warrants and covenants that: (i) it is authorized to do business under the rules of the state in which it is incorporated; (ii) it is authorized to enter into this Agreement and to perform its obligations; (iii) it has all required permits, licenses, and other governmental authorizations and approvals necessary to perform its obligations hereunder; (iv) it shall comply with all local, state, federal, and international laws and regulations in performing its obligations hereunder; and (v) the services to be performed and the materials provided by it (a) do not infringe or violate any third party US patent, copyright, trade secret, trademark, or other proprietary right of any third party, (b) do not violate any applicable law, statute, ordinance or regulation; (c) are not knowingly defamatory or libelous; (d) are not lewd, pornographic or obscene; (e) do not knowingly violate any laws regarding unfair competition, anti-discrimination or false advertising; (f) do not promote violence or contain hate speech; or (g) do not knowingly contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines,
B. PlanetRx represents, warrants and covenants that: (i) it is authorized to do business under the rules of the state in which it is incorporated; (ii) it is authorized to enter into this Agreement and to perform its obligations; (iii) it has all required permits, licenses, and other governmental authorizations and approvals necessary to perform its obligations hereunder; (iv) it shall comply with all local, state, federal, and international laws and regulations in performing its obligations hereunder; (v) the operations of the pharmacy services on the ▇▇▇▇▇▇▇▇.▇▇▇ site shall comply with all local, state, federal and international laws and regulations and (vi) the services to be performed and the materials provided by it (a) do not infringe or violate any third party U.S. patent, copyright, trade secret, trademark, or other proprietary right; (b) do not violate any applicable law, statute, ordinance or regulation; (c) are not knowingly defamatory or libelous; (d) are not lewd, pomographic or obscene; (e) do not knowingly violate any laws regarding unfair competition, anti-discrimination or false advertising; (f) do not promote violence or contain hate speech; (g) do not knowingly contain viruses, Trojan horses, wonais, time bombs, cancelbots or other similar harmful or deleterious program...
Representations Warranties Covenants and Indemnification. 14.1 Each Party hereby represents and warrants to the other Party as of the Execution Date that:
(a) it is a corporation duly organised, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated;
(b) it has the corporate power and authority and the legal right to enter into this Agreement free from any conflicting right owed to a Third Party and to perform its obligations hereunder;
(c) it has taken all necessary corporate action on its part to authorise the execution and delivery of this Agreement and the performance of its obligations hereunder and that this Agreement has been duly executed and delivered on behalf of each Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms;
(d) all necessary consents, approvals and authorisations of all applicable Competent Authorities and other persons required to be obtained by such Party in order to execute this Agreement on behalf of such Party have been obtained; and Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended.
(e) the execution and delivery of this Agreement and the performance of such Party’s obligations do not and will not conflict with or constitute a default or breach or require any consent under: (i) any other contractual obligation of such Party; (ii) the provisions of its charter documents; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound.
14.2 iCo hereby represents and warrants to IMPH as of the Execution Date:
(a) iCo has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest in the iCo Product IP in a manner that conflicts with the license rights granted to IMPH in Section 2.1. iCo undertakes not to take any of the foregoing actions during the term hereof, commencing as of the Execution Date;
(b) to iCo’s knowledge, and except as otherwise disclosed by iCo to IMPH in writing, it is the exclusive owner or exclusive licensee of the iCo Product IP, free and clear of any liens, charges and encumbrances, and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has or shall...
Representations Warranties Covenants and Indemnification. (a) Oculex covenants that it will use diligent efforts to pursue approval of Oculex Products for sale by Storz in at least the Major European Countries and the countries of Canada and South Africa, and to the extent reasonably feasible in all other countries of the Territory.
Representations Warranties Covenants and Indemnification. (a) iVillage represents, warrants and covenants that: (i) it is authorized to do business under the rules of the state in which it is incorporated; (ii) it is authorized to enter into this Agreement and to perform its obligations; (iii) it has all required permits, licenses, and other governmental authorizations and approvals necessary to perform its obligations hereunder; (iv) it shall comply with all local, state, federal, and international laws and regulations in performing its obligations hereunder; and (v) the services to be performed and the materials provided by it (a) do not infringe or violate any third party patent, copyright, trade secret, trademark, or other proprietary right, (b) do not violate any applicable law, statute, ordinance or regulation; (c) are not knowingly defamatory or libelous; (d) are not lewd, pornographic or obscene; (e) do not knowingly violate any laws regarding unfair competition, anti-discrimination or false advertising; (f) do not promote violence or contain hate speech; or (g) do not knowingly contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines, or (h) are and will remain capable of correctly performing all functions, calculations, comparisons, sequencing, displays and other processing of calendar dates and date related data, before, during and after the year 2000, without error or degradation of performance;
Representations Warranties Covenants and Indemnification. Section 8.1.
Representations Warranties Covenants and Indemnification. The formal agreements, including, but not limited to a Rental Agreement and Option to Purchase Agreement that the parties will execute shall include a number of representations, warranties, covenants, and provisions for indemnification. The representations and warranties shall include, but not be limited to, matters of title, authority, liabilities, compliance with laws, payment of taxes, finances, condition of the Property, right to assignment, and the right to either party’s right to terminate the Agreements.
Representations Warranties Covenants and Indemnification. (a) Each Shareholder represents and warrants to the other Shareholder that, to its knowledge, there are no claims (or facts or circumstances upon which such a claim could be based) that could dilute or otherwise adversely affect the shareholdings of the other Shareholder. In the event any such claim occurs, the other Shareholder may take such actions, in its discretion, as necessary to protect its shareholdings in the Corporation; and the Shareholder subject to the claim agrees to be fully responsible for all legal fees incurred by the other Shareholder in protecting its interests from such claim or claims.
(b) ITOCHU represents and warrants to ENER1 that:
(i) It is a corporation organized and existing, and in good standing under, the laws of Japan, and that it has full and unrestricted authority to enter into this Agreement and to perform its obligations hereunder;
(ii) The execution, delivery and performance of this Agreement by it will not result in any breach or violation of any contract, agreement, undertaking, judgment, decree, order, law, regulation or rule to which it is a party or by which it or any of its assets are bound; and
(iii) This Agreement has been duly and validly executed and delivered by it and is binding upon and enforceable against it in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies.
(c) ENER1 represents and warrants to ITOCHU that:
(i) It is a corporation organized and existing, and in good standing under, the laws of [the State of Florida, United States of America], and that it has full and unrestricted authority to enter into this Agreement and to perform its obligations hereunder;
(ii) The execution, delivery and performance of this Agreement by it will not result in any breach or violation of any contract, agreement, undertaking, judgment, decree, order, law, regulation or rule to which it is a party or by which it or any of its assets are bound; and
(iii) This Agreement has been duly and validly executed and delivered by it and is binding upon and enforceable against it in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of gene...
Representations Warranties Covenants and Indemnification. 19.1 Licensor represents and warrants to Licensee as of the Effective Date that:
19.1.1 it has the necessary right, title and power to grant the License and other licenses and rights granted hereunder to Licensee;
19.1.2 it has not granted any option, license, right or interest in or to the Licensed Patent Rights in the Field in the Territory and the execution and delivery of this Agreement and the performance of its obligations hereunder do not violate or breach any other agreement to which Licensor is bound;
19.1.3 to the best of Licensor’s knowledge, no claim has been made alleging that any Licensed Product in the Field in the Territory infringes or otherwise violates any intellectual property or proprietary right of any Third Party;
19.1.4 to the best of Licensor’s knowledge, no Person (excluding, for this purpose, Licensee or its Affiliates) is infringing the Licensed Patent Rights in the Field in the Territory;
19.1.5 the true inventors of the subject matter claimed are named in the patents and patent applications within the Licensed Patent Rights, and all such inventors have irrevocably assigned all their rights and interests therein to Licensor; and
19.1.6 no patent application within the Licensed Patent Rights is the subject of any pending interference, opposition, cancellation, protest or other challenge or adversarial proceeding.
19.2 Licensor shall indemnify, hold harmless and defend, Licensee, its officers, directors, employees, agents, representatives, Affiliates and Sublicensees (collectively, “Licensee Indemnitees”) from and against any liabilities, claims, suits, losses, damages, costs, fees, and expenses (collectively, “Claims”) resulting from or arising out of any breach of this Agreement by Licensor.
19.3 A Licensee Indemnitee shall promptly notify Licensor of any Claim with respect to which such Licensee Indemnitee is seeking indemnification hereunder and permit Licensor, at Licensor's cost, to defend against such Claim, and shall reasonably cooperate in the defense thereof. Neither Licensor nor Licensee Indemnitees shall enter into, or permit, any settlement of any Claim without the express written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed. Each Licensee Indemnitee may, at its option and expense, have its own counsel participate in any proceeding which is under the direction of Licensor and will reasonably cooperate with Licensor or its insurer in the disposition of any such matter;...
Representations Warranties Covenants and Indemnification. 36 11.1 Representations and Warranties of both Parties 36 11.2 Additional Representations, Warranties and Covenants of Amarin 38 11.3 Additional Representations, Warranties and Covenants of Kowa 38 11.4 Indemnification by Amarin 39 11.5 Indemnification by Kowa 39 11.6 Indemnification Procedures 39 11.7 Limitation of Liability 40 11.8 Disclaimer of Warranty 40 11.9 Insurance 40 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. TABLE OF CONTENTS (continued) Page ARTICLE 12 TERM AND TERMINATION 40 12.1 Term 40 12.2 Early Termination by Mutual Agreement 41 12.3 Reciprocal Early Termination Rights 41
Representations Warranties Covenants and Indemnification. 9(a) Oculex warrants and represents that the Phase II Clinical Trials are being conducted in phacoemulsion-technique cataract surgeries with adequate patients to demonstrate statistical significance.