By Producer. Producer shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement. Producer agrees to indemnify and hold harmless Company and each of its current and former directors and officers and each person, if any, who controls or has controlled Company within the meaning of the Securities Act or the Exchange Act, against any and all losses, claims, damages, or liabilities joint and several (or actions in respect thereof), to which Company and any such director, officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any unauthorized use of sales materials or any verbal or written misrepresentations or any unlawful sales practices concerning the Products by Producer, its agents, employees, or representatives; (ii) claims for commissions, services fees, development allowances, reimbursements, or other compensation or remuneration of any type relating to any Subproducer or former Subproducer or relating to any employee or contractor of Producer or any Subproducer; or (iii) the failure of Producer, its officers, employees, agents or Subproducers to comply with the provisions of this Agreement, including any unauthorized actions, errors or omissions by Subproducers. Producer agrees to reimburse Company and any director or officer or controlling person of Company for any reasonable legal or other expenses (including attorney’s fees) incurred by Company or such director, officer, or controlling person in connection with investigating or defending any such losses, claims, damages, liabilities, or actions. This indemnity agreement will be in addition to any liability that Producer may otherwise have.
By Producer. Producer agrees to indemnify and hold harmless Company and each of its current and former directors and officers, each person, if any, who controls or has controlled Company within the meaning of the Securities Act or the Exchange Act, employees, and agents (“Company Indemnitee”), against any and all Claims to which Company and Company Indemnitee may become subject; or otherwise, insofar as such Claims arise out of, relate to, or are based upon: (i) any unauthorized use of sales materials, any verbal or written misrepresentations, product recommendations which are determined to be unsuitable, or any unlawful sales practices concerning Products by Producer, its agents, employees, or representatives; (ii) claims for commissions, services fees, development allowances, reimbursements, or other compensation or remuneration of any type relating to any Subproducer or former Subproducer or relating to any employee or contractor of Producer or any Subproducer; or (iii) the failure of Producer, its officers, employees, agents or Subproducers to comply with the provisions of this Agreement, including but not limited to any unauthorized actions, failure to timely deliver contracts, or errors or omissions by Subproducers. Producer agrees to reimburse Company Indemnitee for any reasonable legal or other expenses (including attorneys’ fees) incurred by Company Indemnitee in connection with investigating or defending Claims. This indemnity agreement will be in addition to any liability that Producer may otherwise have.
By Producer. Producer xxxxxx represents and warrants that it has the right to enter into this Agreement and to perform its obligations hereunder and that Producer will comply with the laws of all states in which the Props are transported and/or used, as well as all federal and local laws, regulations, and ordinances pertaining to the transportation and use of such Props. In addition, Producer hereby further represents and warrants that it shall be solely responsible for obtaining any and all third-party licenses and/or clearances necessary to display and/or use any trademarks or other protected intellectual property in connection with the Props; that it will use the Props in and in connection with the Production solely as the Props intended use; that Producer will not state, portray and/or use any of the Props (including any and all trademarks or other protected intellectual property rights associated therewith) or mention Gimme Props and its employees in a false, defamatory and/or derogatory manner; and that the person signing this agreement has the authority to bind the Producer. Except to the extent that Gimme Props’ indemnity of Producer is applicable, Producer agrees to defend, indemnify, and hold Gimme Props harmless from and against any and all Claim(s), in any way arising from, or in connection with any breach by Producer of its representations, warranties and/or agreements hereunder, and/or from its use of the Props hereunder, and/or from the development, production, distribution and/or exploitation of the Production or any elements thereof and/or any rights thereto, irrespective of the cause of the Claim(s).
By Producer. Producer may not assign this Agreement, or any of its rights and obligations hereunder unless the following conditions are satisfied:
(a) in conjunction with such assignment, the Producer is disposing of a corresponding interest (which may include a royalty interest pursuant to which Producer has the right to take production in kind) in and to the hydrocarbon substances underlying one or more of the Fields from which Producer has been producing (or may reasonably be expected to produce or take in kind) Producer's Inlet Substances and delivering (or may reasonably be expected to deliver) them to the Facilities, provided that, if the assignee is an Affiliate of Producer, it will not be necessary to comply with the requirements of this Section 16.1(a);
(b) the interest which is the subject of the assignment is a Streamed Interest; and
(i) the assignee, or its Affiliated Guarantor, as applicable, has a Qualifying Credit Rating and Operator has given its prior written approval, which approval shall not be unreasonably withheld; provided that Operator shall not be allowed to withhold such approval on the basis of the financial condition of the assignee or its Affiliated Guarantor, as applicable; or
(ii) the assignee, or its Affiliated Guarantor or other provider of Performance Assurance, has provided Performance Assurances to Operator which are satisfactory to Operator; and Operator has given its prior written approval, which approval shall not be unreasonably withheld.
By Producer. Producer represents and warrants to WallFlower that, as of the Effective Date and at all times during the Term of this Agreement: (a) Producer’s production and organization of each FailCon Conference, and the performance of its rights and obligations under this Agreement, will at all times materially comply with all applicable laws, statutes, ordinances and regulations, and Producer will have secured all rights, licenses, permissions and authorizations required by such laws, statutes, ordinances and regulations in order to operate the FailCon Conferences, and (b) Producer’s production and organization of each FailCon Conference, and the performance or its rights and obligations under this Agreement, will at no time violate the rights of any third party, including without limitation such third party’s intellectual property rights or its rights under any third-party agreement (except to the extent such claim relates specifically to the Brand Features or FailCon Materials in the form delivered hereunder).
By Producer. Producer shall defend, indemnify and hold Lender and Director harmless from all claims, liabilities, damages, costs and reasonable outside attorneys' fees arising from the use of any material supplied Director by Producer or incorporated at Producer's direction.
By Producer. Except with respect to (i) any material supplied by or altered by us, (ii) matters constituting a breach or alleged breach by the Company Indemnities as defined below of any of Company’s representations, warranties and/or agreements under this Agreement or any other agreement or arrangement including our indemnity obligations in paragraph 6(b) below, and/or (iii) malfeasance, gross negligence or willful or reckless misconduct on the part of the Company Indemnities (including those engaged by us to render services in connection with the Series), Producer hereby agrees to indemnify, defend and hold harmless us, our parent, affiliated, related and subsidiary companies, the sponsors of the Series, as applicable, and the shareholders, officers, agents, employees, directors, licensees and assigns of each and all of the foregoing (the “Company Indemnities”), from all claims, liabilities, expenses, damages and costs, including, without limitation, reasonable outside attorneys' fees (collectively, “Claims”), relating to or arising out of or based upon the development or production of the Series by Producer or any breach or alleged breach of any of Producer's representations, warranties or agreements hereunder. By Us: Except with respect to: (i) any material supplied by Producer, Executive Producer or by employees or agents of Producer (i.e., not supplied or altered by us), (ii) matters constituting a breach or alleged breach by Producer or any of Producer's employees or agents (including Executive Producer) of any of Producer's representations, warranties and/or agreements under this Agreement or any other agreement or arrangement, and/or (iii) malfeasance, gross negligence or willful or reckless misconduct on Producer or any such employee's or agent's part, or any invitee's part (other than those engaged by us to render services in connection with the Series), we shall indemnify, defend and hold harmless Producer, its parent(s), subsidiaries, licensees, successors, related and affiliated companies and their officers, directors, employees, agents, representatives and assigns from and against any and all Claims arising out of or based upon the distribution or other exploitation of the Series or any breach by us of any representation, warranty, or agreement made by us herein or our negligence or willful misconduct.
By Producer. Producer shall defend, indemnify and hold Authors harmless from all claims, liabilities, damages and costs (including reasonable legal fees and court costs) arising from the use of any material supplied Authors by Producer, incorporated at Producer’s direction or from any claim arising in connection with the development, production and/or exploitation of the Play or element thereof, other than with respect to claims caused by or arising out Authors’ bad faith, willful misconduct, or breach of any warranty, representation or agreement of Authors hereunder or under any other agreement with Producer and/or any Producer affiliate.
By Producer. At any time at which Producer is in full compliance with all of its duties and obligations hereunder, Producer shall have the right to assign all or a portion of its rights and obligations under this Agreement subject to:
(a) the assignee or its Performance Assurance Provider, as applicable, meeting the Minimum Ratings Requirement;
(b) the assignee having executed and delivered to the Operator replacements for each of the documents required to be delivered by Producer pursuant to Producer's election pursuant to Section 4.2(c)(i) or Section 4.3(c)(i), as applicable;
(c) if such assignment is an assignment of less than all of Producer's rights and obligations under this Agreement and Producer has elected to become an Owner, each of Producer and the assignee having, after the implementation of such assignment, a Requested Capacity of at least seven hundred and eight thousand (708,000) standard cubic meters per day of capacity;
(d) the assignee or an Affiliate of the assignee owning properties from which Inlet Substances will be produced and delivered to the Facilities, or part thereof, either through an ownership interest in the Facilities or through a TPA, as applicable; and
(e) the Operator having provided its prior written approval, which shall not be unreasonably withheld, provided that the Operator shall not be allowed to withhold its approval based upon the financial condition of the assignee or its Performance Assurance Provider if the assignee or its Performance Assurance Provider meets the Minimum Ratings Requirement pursuant to Section 7.1(a). No assignment by Producer of all or any portion of its rights and obligations under this Agreement shall entitle Producer or its assignee to make any amendment to the Request for Capacity or to revisit or change any elections made by Producer hereunder prior to such assignment.
By Producer. (1) Each Producer shall defend, indemnify and hold OCWD, harmless from and against any and all actions, suits, claims, demands, judgments, attorney’s fees, costs, damages to person or property, losses, penalties, obligations, expenses or liabilities (collectively, “Claims”) that may be asserted or claimed by any third party arising out of the negligent or reckless performance or implementation of this Agreement by Producer except for Claims arising out of or relating to the design or construction of a Treatment System where OCWD designed or constructed the Treatment System.
(2) Producer shall indemnify, defend and hold OCWD harmless from any liability, or regulatory enforcement attributable, in whole or in part, to Producer’s failure to properly operate and maintain the Treatment System and Impacted Xxxxx.
