By Programmer Clause Samples

By Programmer. Programmer shall indemnify, defend and hold harmless each of Affiliate, its Affiliated Companies (as defined below) and the directors, officers, employees, and agents of Affiliate and its Affiliated Companies (collectively, the "Affiliate Indemnitees") from, against and with respect to any and all claims, criminal and civil liabilities, costs and expenses (including reasonable attorneys' and experts' fees) ("Claims") incurred to third parties (including without limitation, any Governmental Authorities) in connection with any claim against any of the Affiliate Indemnitees arising out of (i) Programmer's breach of its representations, warranties and covenants set forth in this Agreement, (ii) the Service or material or programming supplied by Programmer pursuant to this Agreement, (iii) the distribution or cablecast of any programming of the Service which violates or requires payment for use or performance of any copyright, right of privacy or literary, music performance or dramatic right, (iv) Programmer's advertising and marketing of the Service, (v) any acts or omissions by audio text suppliers (including, without limitation, the content of any of the audio text service) and all employees and contractors thereof, (vi) any other materials, including advertising or promotional copy, supplied or permitted by Programmer, and/or (vii) any claim for payment by a third party as a result of Affiliate's distribution of the Service. As used in this Agreement, "Affiliated Company(ies)" shall mean, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control (i.e., the power to direct affairs by reason of ownership of voting stock, by contract or otherwise) with such person or entity and any member, director, officer or employee of such person or entity.
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By Programmer. Programmer warrants, represents and covenants to DIRECTV that: 5.2.1 to its best knowledge after diligent review and receipt of advice of counsel with respect hereto, it is in compliance with and will throughout the Term continue to comply with all Laws applicable to, or with respect to, the Services and the provision of the Services to DIRECTV, and Programmer’s rights and obligations under this Agreement with respect to the Services and Programmer’s obligations hereunder, including without limitation, FCC rules and regulations governing the Services, if any, all relevant provisions of the Cable Television Consumer Protection and Competition Act of 1992, and the Communications Act of 1934, the effective portions of the Communications Decency Act of 1996 (as any or all may be amended and any successor, replacement or similar Laws) and any regulations promulgated under any applicable law or any of the foregoing; 5.2.2 it has the power and authority to enter into this Agreement and to fully perform its obligations hereunder and once executed this Agreement shall constitute a valid and binding agreement of Programmer enforceable in accordance with its terms; 5.2.3 the general quality and quantity of programming on the Services shall not materially change from that existing as of the date of this Agreement, and the genre of programming shall not materially change from that described in Section 1.2.1 and existing on the date of this Agreement; 5.2.4 it has obtained, and shall maintain in full force during the Term hereof, such federal, state and local authorizations as are material and necessary to operate the business it is conducting in connection with its rights and obligations under this Agreement; 5.2.5 it has secured and shall maintain in full force during the Term hereof all rights necessary for DIRECTV to use and enjoy its rights in connection with its distribution of the Services and all programming provided as part thereof, as a whole or in parts, as PPV Offerings in the Territory, including, without limitation, obtaining or all necessary trademarks, copyrights, licenses and any and all other proprietary intellectual property and other use rights necessary in connection with, and for DIRECTV’s distribution of, the Services (including without limitation, the right to use the names, titles or logos of the Services or any of its programs, the promotional materials supplied or approved by Programmer, the names, voices, photographs, music, likenesses or bio...
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By Programmer. Programmer represents to Sellers that (i) it has all requisite limited liability company power and authority to execute and deliver this Agreement and the documents contemplated hereby and to perform and comply with all of the terms, covenants, and conditions to be performed and complied with by Programmer hereunder, (ii) the execution, delivery, and performance by Programmer of this Agreement and the documents contemplated hereby have been duly authorized by all necessary actions on the part of Programmer, (iii) this Agreement has been duly executed and delivered by Programmer and constitutes the legal, valid, and binding obligation of Programmer, enforceable against Programmer in accordance with its terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, and by judicial discretion in the enforcement of equitable remedies, and (iv) the execution, delivery, and performance by Programmer of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (x) do not require the consent of any third party, (y) will not conflict with any provision of the organizational documents of Programmer; and (z) will not conflict with, constitute grounds for termination of, result in a breach of, or constitute a default under, any material agreement, instrument, license, or permit to which Programmer is a party or by which it may be bound.
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By Programmer. Programmer warrants, represents and covenants to Affiliate that: (i) to its best knowledge after diligent review and receipt of advice of legal counsel with experience in such matters, it is in compliance with and will throughout the Term continue to comply with all material Laws applicable to, or with respect to, the Service and the provision of the Service to Affiliate, and Programmer's rights and obligations under this Agreement with respect to the Service and Programmer's obligations hereunder, including without limitation, FCC rules and regulations governing the Service, if any, all relevant provisions of the Cable Television Consumer Protection and Competition Act of 1992, and the Communications Act of 1934, the effective portions of the Communications Decency Act of 1996 (as any or all may be amended and any successor, replacement or Confidential Treatment similar Laws) and any regulations promulgated under any applicable law or any of the foregoing; (ii) it has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (iii) it shall provide the Service for the Territory, at its sole cost and expense (together with any necessary equipment, including without limitation, backup or reserve equipment), in accordance with and subject to the terms and conditions set forth in this Agreement, including, without limitation, that it shall (A) arrange and pay for the transmission of the Service from Programmer's U.S. Satellite to the Broadcast Center, (B) encode and scramble the Service at its sole expense, (C) cause its uplink authorization center to authorize and enable Affiliate's descramblers to receive and descramble the Service, and (D) provide to Affiliate two (2) receivers and two (2) decoders per channel to receive and unscramble the Service at each of the two (2) Broadcast Center; (iv) it shall promptly provide Affiliate with any and all promotional materials of the Service which it generally provides to any other distributor of the Service, at Programmer's sole cost and expense; and if Affiliate shall request additional such materials, then Programmer shall promptly provide such materials to Affiliate and Affiliate shall reimburse Programmer for the reasonable actual costs thereof; (v) it has obtained, and shall maintain in full force during the Term hereof, such federal, state and local authorizations as are necessary to comply with Laws or which are material and necessary to operate the business it is con...
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By Programmer. Programmer shall indemnify, defend and hold harmless each of Affiliate, its Affiliated Companies (as defined below), Affiliate's contractors, subcontractors and authorized distributors and the directors, officers, employees and agents of Affiliate, such Affiliated Companies and such contractors, subcontractors and distributors (collectively, the "Affiliate Indemnitees") from, against and with respect to any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' and expert's fees) incurred in connection with any claim against any of the Affiliate Indemnitees arising out of (i) Programmer's breach of any provision of this Agreement, (ii) material or programming supplied by Programmer pursuant to this Agreement, including any Interactive Services, and distributed by Affiliate in accordance with this Agreement, (iii) the distribution or cablecast of any programming of the Service which violates or requires payment for use or performance of any copyright, right of privacy or literary, music performance or dramatic right, (iv) Programmer's advertising and marketing of the Service, (v) Programmer's breach or default of any provision of any license, agreement or instrument to which Programmer or Affiliated Company of Programmer is a party that is caused by Programmer's obligations hereunder and/or (vi) any other materials, including advertising or promotional copy, regarding the Service, supplied or expressly approved by Programmer. Notwithstanding the foregoing, if the law requires that the distributor obtain music performance licenses for the Service separately from the programmer, Programmer shall not be responsible for obtaining such license nor will Programmer indemnify Affiliate for any costs associated with the failure to have such a license. If the only music performance rights licenses available to Affiliate (after good faith negotiations by Programmer for a non-income based license) are based upon distributors' incomes, Programmer will indemnify Affiliate for such music performance license(s) (except to the extent that any breach of the license is based upon a misstatement of Affiliate's income), and the parties shall negotiate in good faith for an equitable division of the license payments. In addition, Programmer shall pay and hold the Affiliate Indemnitees harmless from any federal, state, or local taxes or fees which are based upon revenues derived by, or the operations of, Programmer. As used in this Agreement, "Af...
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By Programmer. Programmer shall indemnify, defend and hold harmless each of DIRECTV, its Affiliated Companies (as defined below), DIRECTV's contractors, subcontractors and authorized distributors and the directors, officers, employees and agents of DIRECTV, such Affiliated Companies and such contractors, subcontractors and distributors (collectively, the "DIRECTV Indemnitees") from, against and with respect to any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' and expert's fees) incurred in connection with any third party claim (including, without limitation, a claim by any Governmental Authority) against any of the DIRECTV Indemnitees arising out of (i) Programmer's breach or alleged breach of any provision of this Agreement, (ii) any content contained in the Services, (iii) the distribution or cablecast of any programming of the Services which violates Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked "[***]" in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment. or requires payment for use or performance of any copyright, right of privacy or literary, music performance or dramatic right, (iv) Programmer's advertising and marketing of the Services, and/or (v) any other materials, including advertising or promotional copy, supplied or permitted by Programmer. In addition, Programmer shall pay and hold the DIRECTV Indemnitees harmless from any federal, state, or local taxes or fees which are based upon revenues derived by, or the operations of, Programmer. As used in this Agreement, "Affiliated Company(ies)" shall mean, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control (i.e., the power to direct affairs by reason of ownership of voting stock, by contract or otherwise) with such person or entity and any member, director, officer or employee of such person or entity.
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By Programmer. Programmer shall indemnify, defend and hold harmless each of Affiliate, its Affiliated Companies (as defined below) and the directors, officers, employees, and agents of Affiliate and its Affiliated Companies (collectively, the “Affiliate Indemnitees”) from, against and with respect to any and all claims, criminal and civil liabilities, costs and expenses (including reasonable attorneys’ and experts’ fees) (“Claims”) incurred to third parties (including without limitation, any Governmental Authorities) in connection with any claim against any of the Affiliate Indemnitees arising out of (i) Programmer’s breach of its representations, warranties and covenants set forth in this Agreement, (ii) the Service or material or programming supplied by Programmer pursuant to this Agreement, (iii) the distribution or cablecast of any programming of the Service which violates or requires payment for use or performance of any copyright, right of privacy or literary, music performance or dramatic right, (iv) Programmer’s advertising and marketing
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By Programmer. Programmer shall indemnify and hold Licensee and its attorneys, affiliates, representatives, agents, officers, directors, successors or assigns harmless from and against any Damages resulting from, arising out of or incurred with respect to: (i) a breach of any representation, warranty, covenant or agreement of Programmer contained herein, (ii) any programming provided to Licensee by Programmer pursuant to this Agreement, including, without limitation, liabilities for copyright or proprietary right infringement, libel, slander, defamation, or invasion of privacy, or (iii) any damage to the facilities of Licensee attributable to actions or omissions of employees, representatives or agents of Programmer.
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By Programmer. Programmer makes the following representations and warranties to Licensee:
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Related to By Programmer

  • Safety Program The Contractor shall design a specific safety program for the Work for the site(s). The Contractor shall establish and require all Subcontractors to establish reasonable safety programs. The Contractor shall also submit its standard monthly safety reports to the Owner and Design Professional. No imposition of responsibility on the Contractor for safety under this Contract shall relieve any subcontractor of its responsibility for safety of persons or property on or near the Project Site. The Contractor shall include in his plant he names of the person in charge of Safety.

  • E-Verify Program Grantee certifies that it utilizes and will continue to utilize the U.S. Department of Homeland Security's E-Verify system to determine the eligibility of: A. all persons employed to perform duties within Texas during the term of the Grant Agreement; and B. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant to the Grant Agreement within the United States of America.

  • Licensed Materials The materials that are the subject of this Agreement are set forth in Appendix A ("Licensed Materials").

  • Curriculum a. The School shall administer the TSIA college placement exam to all prospective Students or refer Students interested in taking Dual Credit courses to the College’s Testing Center, if the School is not a College Board testing site, prior to submitting their name to the College Office of High School Programs for enrollment into courses requiring specific TSIA scores, abiding by the rules set forth by the College Board and the College. Students must attain TSIA scores aligned with the courses in their selected degree plan to ensure appropriate college level placement, assess college readiness, design individual instructional plans, and enable students to begin college courses based on their performance. b. The School shall implement a plan for TSIA success, including academic preparation classes for Students. The School, in partnership with the College, will provide academic interventions for Students who do not pass TSIA. Such Students will be administered the identified interventions prior to retesting any portion of the TSIA that was not mastered with required score(s). The School shall make any TEA required TSIA reports regarding the number of students who have currently passed each section of the TSIA, including a breakdown of TSIA data for subpopulations of targeted students. The School will share the report with the College Testing Center or College Designee. c. The School District will share the results from TSIA administered via School District - College Board approved test sites and electronically submit to the College in the required technical format that facilitates official delivery/receipt. The TSIA scores will be electronically uploaded into the College’s official system of records. The College agrees to adhere to the confidentiality requirements of FERPA. The College will use students’ TSIA assessment score data exclusively for official College business. d. The College Academic Chairs or Faculty Liaison, along with the School Principal or designee, will be responsible for developing and refining a clear and coherent academic program across the two institutions for curriculum alignment for Students participating in the Dual Credit program. e. The 86th Texas Legislative Session passed SB 25, which states each institution of higher education shall develop at least one recommended course sequence for each undergraduate certificate or degree program offered by the institution. Each recommended course sequence must: (1) Identify all required lower-division courses for the applicable certificate or degree program; (2) Include for each course, if applicable: (A) The course number or course equivalent under the common course numbering system approved by the coordinating board under Section 61.832; and (B) The course equivalent in the Lower-Division Academic Course Guide Manual or its successor adopted by the coordinating board; (3) Be designed to enable a full-time student to obtain a certificate or degree, as applicable, within: (A) For a 60-hour degree or certificate program, two years; or (B) For a 120-hour degree program, four years; and (4) Include a specific sequence in which courses should be completed to ensure completion of the applicable program within the time frame described. f. The Southern Association of Colleges and Schools Commission on Colleges (SACS-COC) approved a policy statement in December 2018 that directed its institutions to ensure that course content and rigor of dual enrollment courses be comparable to that of the same courses taught to the institution’s other students. g. To adhere to the requirements set forth in the goals outlined in HB1638, the College and the School District will maintain course agreements for each course taught at the School, regardless of instructional site. The College will provide the college course outcomes in the Course Agreement Form and the respective syllabi. The form will include the length of the course, number of credits awarded, and approved textbook(s) and/or instructional materials that will be required for Students to use in their respective courses. The course agreement requirement for the School extends to designation of academic and workforce courses for Traditional Dual Credit and ECHS. College, School District and School shall ensure that a dual credit course and the corresponding college course offered at the School are equivalent. Academic representatives from the College will develop and publish the student learning outcomes in the course syllabus to satisfy the requirements each College course. The School District will identify the corresponding Texas Essential Knowledge and Skills that align to each College course, thereby allowing students to attain dual credit from both institutions. h. The College will provide the School District and School the minimum number of instructional minutes required to meet the contact hour requirement, per course, taught on the School site. i. The 86th Texas Legislative Session passed HB 3650 which requires that the School District and the College consider the use of free or low-cost open educational resources in courses offered as dual credit, for which the School uses as part of its course offering to satisfy the prescribed courses in the identified degree plans. j. Course Agreements will include any additional instructional requirements, any required faculty development/training, and the requirements for evaluation of teaching. A Course Agreement will be completed by the deadline designated in the yearly Dual Credit Timeline for any course, but not later than the start of the first instructional day that course is delivered. All courses offered for Dual Credit must have an approved Course Agreement. The Course Agreement will be effective for three years unless either party requests a modification or if the publisher makes changes to the current Instructional Materials. For course sections taught at the School, the College will maintain the same instructional materials and editions for Dual Credit courses taught at the high school campus for a minimum of three years, unless otherwise specified in the applicable Course Agreement or as otherwise specified in Section 13 -

  • Web Site Information on registration for and use of the E-Verify program can be obtained via the Internet at the Department of Homeland Security Web site: ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/E-Verify.