Licensee Warranty. Licensee represents and warrants that it has the legal power and the authority to enter into this Agreement.
Licensee Warranty. Licensee expressly warrants that it is authorized to enter into this Agreement. Licensee further represents and warrants that Licensee and its affiliates, shall assume full responsibility for all acts, omissions and misrepresentations by Licensee, its affiliates, agents, employees and third party manufacturers arising out of or relating to:
(i) any and all uses of the Property, (subject to any Licensor liability pursuant to Paragraph 8(b) above); and
(ii) the manufacture, distribution, sale and advertisement of the Licensed Products.
Licensee Warranty. Licensee represents, warrants, and covenants that it will comply with all laws applicable to Licensee, and that Licensee has and shall maintain at all times during the term of this Agreement all governmental, regulatory, and other third party licenses, registrations (including fund registrations and registration or recordation of this Agreement), permits, certifications, rights, consents, and approvals required for providing advisory services to the Funds, its performance under this Agreement, its use of the Licensed Indices as contemplated under this Agreement or the conduct of its business. Licensee shall provide proof of such licenses, registrations, permits, certifications, rights, consents and approvals promptly upon Merlyn’s reasonable request.
Licensee Warranty. 4.1 Licensee represents, warrants and undertakes that:
4.1.1 it is a duly incorporated company pursuant to the laws of a country within the Territory and has the power and authority to enter into and shall fully perform all of its obligations set out in this Agreement;
4.1.2 it will not broadcast, disseminate, transmit, re- transmit, make available or authorise the broadcast or reception or re-transmission or making available or any other exploitation of the Programme other than strictly in accordance with the terms of this Agreement and in any event it will not schedule or make available the Programme in any way which might reasonably be expected to or which does in fact impair the integrity of the Programme and/or damage the reputation of Licensor and/or its Associates and/or the Programme;
4.1.3 it will not authorise others to copy, use, distribute, reproduce and/or otherwise deal with the Programme other than strictly in accordance with the terms of the Agreement. For the avoidance of doubt, it shall not actively sell or distribute Units outside the Territory, it being acknowledged and agreed that breach of this obligation shall constitute a material breach of this Agreement;
4.1.4 it will promote the Programme in accordance with the promotional obligations and on a fair and non- discriminatory basis vis a vis similar programming from third party suppliers and shall give due prominence in any publicity related to the Programme under the control of Licensee and use its reasonable endeavours to ensure prominence in other publicity not under its direct control, to the name of Licensor and display of its logo as distributor of the Programme;
4.1.5 it shall observe and comply with all contractual restrictions and credit obligations imposed on Licensor in respect of any Programme, as notified upon delivery of the Programme and from time to time thereafter upon prior written notice by Xxxxxxxx;
4.1.6 it will promptly notify Licensor of any infringement or breach of the copyright or other rights in the Programme (including plagiarism) as shall come to the attention of Licensee;
4.1.7 it shall in respect of the music in the Programme (i) make all necessary payments and returns to any and all relevant collecting societies in the Territory in respect of the public performance and making available of such music and/or (ii) make all necessary clearances, payments and returns in respect of the mechanical and synchronisation royalties due to composers, lyricists and ...
Licensee Warranty. (i) Licensee represents and warrants that Licensee has all legal rights necessary to provide the Licensee Data to PBI for processing and that the Licensee Data does not infringe, misappropriate, or violate any intellectual property or other right of any third party.
(ii) Licensee represents and warrants that Licensee’s purposes for using and processing Licensee Data is permitted under all applicable state and federal law, rule or regulation, and that Licensee’s use of Licensee Data (including processing Licensee Data by the Software) complies with all applicable law.
Licensee Warranty. The Licensee or User warrants and agrees to be responsible for all Licensed Materials uploaded, downloaded, or otherwise transmitted between our website and the end User. Under the terms of this Universal Multimedia Agreement, the Licensee shall not permit the unauthorized display, access, distribution, use, or sharing of any Licensed Material or Content. The Licensee also agrees: • To Indemnify and hold Icons8 (and its' subsidiaries, owners, directors, employees, and agents) harmless from any and all: actions, proceedings, claims, unforeseen third-party claims, demands, costs (including without restriction any legal costs, fees or expenses), awards, and damages arising directly or indirectly from this Agreement, or as a result of any breach or non-performance of this Agreement by the Licensee. • Not to assign, transfer, or sublicense this Agreement, or permit the unauthorized use of Licensed Materials, or any portion thereof for any purpose; • Not to assign or transfer its' duties or obligations under this Agreement, nor to loan, rent, export, or transfer any unauthorized licensing rights or privileges to any other person or entity; • That Licensed Materials shall not infringe upon any third-party rights whatsoever, and any liability for the infringement of third-party rights including but not limited to damages and legal costs shall rest with the Licensee.
Licensee Warranty. The Licensee warrants and agrees to be responsible for the Licensed Materials. Under the terms of this Standard License, Licensee shall not permit the unauthorized display, distribution, use, or sharing of any licensed materials. The Licensee also agrees: • To indemnify and hold our company harmless from any and all: actions, proceedings, claims, unforeseen third party claims, demands, costs (including without restriction any legal costs, fees, or expenses), awards, and damages arising directly or indirectly from this agreement, or as a result of any breach or non- performance of this agreement by the Licensee. • Not to assign, transfer, or sublicense this agreement, or permit the unauthorized use of Licensed Materials, or any portion thereof for any purpose; • Not to assign or transfer it’s duties or obligations under this agreement, nor to loan, rent, assign, or transfer any Licensing rights to any other person or entity; • That the Licensed Materials shall not infringe upon any third party rights whatsoever, and any liability for the infringement of third party rights shall rest with the Licensee.
Licensee Warranty. Licensee represents and warrants that any Licensee Content utilized as part of the Services shall not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious code intended to damage Pillr’s system or data; or (e) otherwise violate the rights, including any applicable privacy rights, of a third party. Pillr is not obligated to back up any Licensee Content; the Licensee is solely responsible for creating backup copies of any Licensee Content at Licensee’s sole cost and expense. Licensee agrees that any use of the Services contrary to or in violation of the representations and warranties of Licensee in this section constitutes unauthorized and improper use of the Services.
Licensee Warranty. (i) Licensee represents and warrants that Licensee has all legal rights necessary to provide the Licensee Data to PB for processing and that the Licensee Data does not infringe, misappropriate, or violate any intellectual property or other right of any third party. Licensee agrees to indemnify and hold PB and its licensors and their officers, directors, agents and employees harmless against any and all claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties and costs (including reasonable attorneys' fees and expenses) arising directly or indirectly out of PB or its third party licensor's processing of Licensee Data.
(ii) Licensee represents and warrants that Licensee’s purposes for using and processing Licensee Data is permitted under all applicable state and federal law, rule or regulation, and that Licensee’s use of Licensee Data (including processing Licensee Data by the Software) complies with all applicable law.
Licensee Warranty. 20 15. DISCLAIMER...................................................................................................21 16. INDEMNITY....................................................................................................21 ii *** CONFIDENTIAL TREATMENT REQUESTED ***
