Content Partner Sample Clauses

Content Partner. Content Partner agrees to defend, indemnify and hold Infoseek and its officers, directors, agents, employees, and Affiliates harmless from and against any and all claims, demands, liabilities, actions, judgments, and expenses, including reasonable fees and expenses of attorneys, paralegals and other professionals, arising out of or related to (i) any breach or alleged breach of any of Content Partner's representations and warranties set forth In Section 7.1; (ii) any injury to person or property caused by any products or services sold by Content Partner, or any User's use of or reliance on the Content; (iii) any injury to person or property caused by any products or services sold through the Content: (iv) any other claim with respect to Content Partner, the Content, or products or services sold by or through Content Partner or its agents, or (v) Content Partner's sales or marketing practices. Content Partner shall bear full responsibility for the defense (including any settlements) of any such claim; provided however, that (a) Content Partner shall keep lnfoseek informed of, and consult with Infoseek In connection with the progress of such litigation or settlement; and (b) Content Partner shall not have any right, without lnfoseek's written consent, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of lnfoseek or its Affiliates or otherwise requires Infoseek or its Affiliates to take or refrain from taking any material action (such as the payment of fees).
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Content Partner. Content Partner represents, warrants and covenants to the GO Entities and their respective Affiliates that it is the owner of the Content and/or has the right to grant the rights hereunder. Content Partner represents, warrants and covenants to the GO Entities and their respective Affiliates that it holds the necessary rights to permit the use of the Content by the GO Entities and their respective Affiliates for the purpose of this Agreement; that its entry into this Agreement does not violate any agreement with any other party; that its performance under this Agreement will conform to applicable laws and government rules and regulations; and that, to the best of its knowledge after reasonable inquiry, the Content is true, accurate and does not contain material omissions. Content Partner further represents, warrants, and covenants to the GO Entities and their respective Affiliates that the use, reproduction, distribution, transmission, or display of the Content and Content Partner's Trademarks, Content Partner's collection and use of Content Partner User Data and the sale of products and services by Content Partner as contemplated in this Agreement will not (a) violate any laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade dress, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or publicity rights, moral or otherwise, or rights of celebrity, violation of any antidiscrimination law or regulation, or any other right of any person or entity; or (b) contain any material that is: unlawful, harmful, fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, or ethnically objectionable, including, without limitation, any material that supports, promotes or otherwise encourages wrongful conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international laws.
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Content Partner. Content Partner represents, warrants and covenants that it is the owner of the Travel Content and/or has the right to grant the rights hereunder. Content Partner represents, warrants and covenants to Infoseek that it holds the necessary rights to permit the use of the Travel Content by Infoseek and its Users for the purpose of this Agreement; that its entry into this Agreement does not violate any agreement with any other party; that its performance under this Agreement will conform to applicable laws and government rules and regulations; (***), the Travel Content is true, accurate and does not contain material errors; Content Partner further represents, warrants, and covenants that the use, reproduction, distribution, transmission, or display of the Travel Content and the sale of products and services by Content Partner or through the Travel Content as contemplated in this Agreement will not (a) violate any laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade dress, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or publicity rights, moral or otherwise, or rights of celebrity, violation of any antidiscrimination law or regulation, or any other right of any person or entity or (b) contain any material that is unlawful, fraudulent, defamatory, or obscene. Content Partner shall use commercially reasonable efforts to insure that the Content complies with the Content Guidelines attached hereto as Appendix H.
Sample 1

Related to Content Partner

  • General Partner The name and address of the general partner of the Partnership is Outback Steakhouse of Florida, Inc., 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000.

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Not Partners Nothing contained in this Agreement shall be construed to make the Parties partners or joint venturers or to render any Party liable for the debts or obligations of any other Party.

  • General Partners Each Plains Entity or GP Entity that serves as a general partner of another Plains Entity or GP Entity has full corporate or limited liability company power and authority, as the case may be, to serve as general partner of such Plains Entity or GP Entity, in each case in all material respects, as disclosed in the Pricing Disclosure Package and the Prospectus.

  • Developer Developer shall construct and complete, in a good and workmanlike manner, the Work for the Guaranteed Maximum Price including any adjustment(s) to the Guaranteed Maximum Price pursuant to provisions herein regarding changes to the Guaranteed Maximum Price. Except as otherwise noted, Developer shall provide and pay for all labor, materials, equipment, permits (excluding DSA), fees, licenses, facilities, transportation, taxes, bonds and insurance, and services necessary for the proper execution and completion of the Work, except as indicated herein.

  • Licensee “Licensee” means the individual or company that has entered into an Agreement with the Embassy. “Offer” means a response to a solicitation that, if accepted, would bind the offeror to perform the resultant Agreement.

  • New Partners No person shall be admitted as a Partner of the Partnership except with the consent of all the Partners who shall determine the terms and conditions upon which such admission is to be effective.

  • Business Partners Red Hat has entered into agreements with other organizations (“Business Partners”) to promote, market and support certain Software and Services. When Client purchases Software and Services through a Business Partner, Red Hat confirms that it is responsible for providing the Software and Services to Client under the terms of this Agreement. Red Hat is not responsible for (a) the actions of Business Partners, (b) any additional obligations Business Partners have to Client, or (c) any products or services that Business Partners supply to Client under any separate agreements between a Business Partner and Client.

  • Partnership Name The name of the Partnership is “OZ Management LP.” The name of the Partnership may be changed from time to time by the General Partner.

  • Multi-Member The Members, or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish each Member, within seventy-five days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement a capital account statement; and the amount of such Member’s share of the Company’s income, gain, losses, deductions and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State and local income tax and information returns for the Company, and shall cause such tax and information returns to be timely filed. Within seventy-five days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member, a current list of the names and addresses of all of the Members of the Company, and any other persons or entities having any financial interest in the Company.

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