PRODUCER WARRANTIES. Producer represents and warrants:
A. That Producer has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable Federal, State and Local Laws, ordinances and regulations and with all applicable union agreements to which Producer is a signatory.
B. That Producer will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition of the Specified Media(s) with respect to materials, elements and services provided by Producer.
PRODUCER WARRANTIES. (a) Producer covenants and agrees that each Supplied Product delivered to Purchaser hereunder will at the time of delivery (i) materially conform with the Specifications applicable to such Supplied Product (except to the extent any Purchaser Supplied Components result in such Supplied Product not conforming with Specifications) and (ii) have been manufactured, processed, labeled, packaged, stored and held in material compliance with cGMP and in accordance with the Quality Agreement.
(b) Producer covenants and agrees that (i) all equipment, tooling and molds utilized in the manufacture and supply of Supplied Products hereunder by Producer, during the Term, be maintained in good operating condition and shall be maintained and operated in material accordance with all applicable Laws, including cGMPs and (ii) Producer shall perform all of its obligations under this Agreement in material compliance with all applicable Laws. Producer covenants and agrees that it shall hold during the Term all material licenses, permits and similar authorizations required by any Governmental Authority for Producer to perform its obligations under this Agreement.
(c) Producer represents and warrants that it (i) is duly organized, validly existing and in good standing under the laws of its applicable jurisdiction of organization, (ii) has power and authority necessary to conduct its business as currently being conducted and as contemplated herein, (iii) has power and authority to make, deliver and perform its obligations under this Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (iv) has duly executed and delivered this Agreement, and such Agreement constitutes the legal, valid and binding obligation of it and is enforceable in accordance with its terms and does not require the consent of, authorization of, filing with or other act by or in respect of, any Governmental Authority or any other Person in connection with the execution, delivery, performance, validity or enforceability of this Agreement.
PRODUCER WARRANTIES. Producer represents and warrants:
A. That Producer has full right to enter into this Agreement and to perform its obligations hereunder and will com- ply with all applicable Federal, State and Local Laws, ordinances and regulations and with all applicable union agreements to which Producer is a signatory.
B. That upon delivery to Contracting Client of Specified Commercials(s), all union production payroll and any musi- cian union fees, for individuals contracted by Producer, (e.g. IATSE, DGA, Teamsters) shall have been paid in accordance with the union contracts to which the Producer is a signatory, if any.
C. That Producer shall maintain accurate time records of shooting, meals, overtime and travel times to enable Contracting Client or signatory to make the appropriate session fee talent payments (as provided in Paragraph 10 below). No talent payments (SAG, AFTRA, AF of M) of any nature are to be made by Producer for Contracting Client’s account unless otherwise specified in writing, or included on the original bid, as an accommodation to the Contracting Client.
D. That Producer will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition by television of each of the Specified Commercial(s) with respect to materials, elements and services provided by Producer.
E. That all performances, appearances and services rendered in connection with each Specified Commercial(s) for which Producer is responsible for payment, will be fully paid by the Producer and all rights, licenses, releases and contracts therefor will be obtained by Producer on behalf of Contracting Client.
PRODUCER WARRANTIES. (a) Producer covenants and agrees that each Supplied Product delivered to Purchaser hereunder will at the time of delivery (i) conform with the Specifications applicable to such Supplied Product (except to the extent any Purchaser Supplied Components result in such Supplied Product not conforming with Specifications) and (ii) have been manufactured, processed, labeled, packaged, stored and held in compliance with cGMP and in accordance with the Quality Agreement.
(b) Producer covenants and agrees that all Supplied Products shall, upon Producer’s notice of its release of the Supplied Products to Purchaser, have the minimum remaining shelf life agreed in writing by Producer and Purchaser in writing from time to time; provided that any failure to satisfy this Section 8.1(b) that is the fault of Purchaser (for example, as a result of Purchaser providing Purchaser-Supplied Components that are not reasonably able to be used in a timely fashion to satisfy this Section 8.1(b) or approving the purchase of Purchaser-Approved Materials that are not reasonably able to be used in a timely fashion to satisfy this Section 8.1(b)) shall not be deemed to be in breach of this Section 8.1(b).
(c) Producer covenants and agrees that (i) all equipment, tooling and molds utilized in the manufacture and supply of Supplied Products hereunder by Producer, during the Term of this Agreement, be maintained in good operating condition and shall be maintained and operated in accordance with all applicable Laws, including cGMPs and (ii) Producer shall perform all of its obligations under this Agreement in full compliance with all applicable Laws. Producer covenants and agrees that it shall hold during the Term of this Agreement all licenses, permits and similar authorizations required by any Governmental Authority for Producer to perform its obligations under this Agreement.
(d) Baxter (in the event that Baxter is an Affiliate of Producer) or Baxalta (in the event that Baxalta is an Affiliate of Producer) represents and warrants that such Party and the Producer (i) are each duly organized, validly existing and in good standing under the laws of their applicable jurisdiction of organization, (ii) have power and authority necessary to conduct their respective businesses as currently being conducted and as contemplated herein, (iii) have power and authority to make, deliver and perform its obligations under this Agreement and have taken all necessary action to authorize the execution, deliv...
PRODUCER WARRANTIES. 12.1. The Producer warrants and represents:
a. the Producer and the Production Company are each a corporation validly existing according to the laws of the place of its incorporation and are fully entitled to enter into this agreement and are eligible to receive the Grant in accordance with Screen NSW’s terms of trade applicable to the Production;
b. it will produce the Production in accordance with first class professional standards;
c. it will perform all of its obligations under this agreement in accordance with all applicable laws and regulations;
d. the Budget and the Budgeted Cost are adequate to meet all costs and complete the Production;
e. it will pay its contribution (if any) and ensure each payment of the Budgeted Cost in accordance with the Finance Plan and Drawdown Schedule; f. it has entered enforceable and non-conditional agreements with each Contributor to make payments in accordance with this agreement;
g. it will at all times fully comply with its obligations under each Contributor agreement;
PRODUCER WARRANTIES. 8.1 The Producer warrants that the Wool is, to the best of its knowledge, in good condition and accurately described in any materials provided to Landmark relating to the Wool.
8.2 If any of the Wool is subject to any security interest, the Producer warrants that it has disclosed that interest to Xxxxxxxx and has procured, prior to signing the Consignment Declaration, the consent of the holder of that security interest to the Producer's entry into this agreement, in such form as Landmark reasonably requires, including the holder's approval and authorisation of the payment arrangements set out in clauses 3.1 and 3.3; and
8.3 If the Producer proposes to grant any new security interest over the Wool, the Producer must first obtain Landmark's approval, which will be conditional on the proposed security holder first granting consent of the kind described in clause 8.2.
PRODUCER WARRANTIES. Producer warrants and represents that it is the Producer for the Picture and controls the sale of rights in the Territory for the Picture on behalf of the production entity, and that it has the right to enter into this Agreement, and is free to license rights to the Picture exclusively to the Sales Agent and that there will be no third party claim for royalties, residuals, synchronization fees or any other form of remuneration or compensation and that in the event any claim for royalties, residuals or other compensation or remuneration payments are made against Sales Agent. In the event Sales Agent has a client wishing to acquire rights to Picture, and such client requires an Errors and Omissions policy to complete the transaction, Producer will have the option but not the obligation to acquire such a policy in order to facilitate the sale. Both the cost and the responsibility for any 3rd party claims regarding Picture rest solely with the Producer.
PRODUCER WARRANTIES. Producer warrants that the Project is not intended to promote or advertise products or services other than the film itself and does not violate any personal or private rights, copyright or trademark, trade name, literary, artist, dramatic or property rights of any individual, firm, or corporation, nor the personal rights or the right of privacy or any other right of any individual, firm or corporation. Producer warrants that all necessary rights, releases, clearances, and/or licenses shall be obtained in connection with production of the Project. Producer will ensure the Project observes PBS standards for underwriting, technical and production credit guidelines (located at xxxx://xxx.xxx.xxx/producers/). Producer agrees to comply with all laws, state or federal, in the production and or distribution of the Project. Producer agrees to indemnify and hold KRCB harmless and defend KRCB, its board members, directors, staff and agents against any claims resulting from a breach of these warranties, including reasonable costs of defense KRCB’S Right of Review.
PRODUCER WARRANTIES. 8.1 The Producer warrants that the Wool is, to the best of its knowledge, in good condition and accurately described in any materials provided to Nutrien relating to the Wool.
8.2 If any of the Wool is subject to any security interest, the Producer warrants that it has disclosed that interest to Xxxxxxx and has procured, prior to signing the Consignment Declaration, the consent of the holder of that security interest to the Producer’s entry into this agreement,
8.3 If the Producer proposes to grant any new security interest over the Wool, the Producer must first obtain Nutrien’s approval, which will be conditional on the proposed security holder first granting consent of the kind described in clause 8.2.
PRODUCER WARRANTIES. Producer has full right to enter into this Agreement and to perform its obligations hereunder and will comply with applicable UK legislation and with all applicable union agreements to which Producer is a signatory.
