Producer’s Representations and Warranties. As a material inducement for Broker to enter into this Agreement, Producer represents and warrants the following:
Producer’s Representations and Warranties. As a material inducement for Orchid to enter into this Agreement, Producer represents and warrants the following for the Term of this Agreement:
Producer’s Representations and Warranties. Producer represents and warrants to Distributor that: (i) the Products and presentations are not in the public domain;
Producer’s Representations and Warranties. (a) The Producer represents and warrants to the Distributor:
(i) that it owns all right title and interest, or has acquired all the necessary licenses and grants of rights, including but not limited to copyright, in and to the Web Project and has the right to enter into this Agreement and to grant the Distributor the distribution rights herein granted;
(ii) that no part of the Web Project or the exercise by the Distributor of the rights herein granted will violate or infringe upon any rights of any third party, including but not limited to copyright, trademark rights, or any other proprietary right or interest of any kind; and
(iii) that the Web Project does not contain any defamatory or illegal material or violate any law.
Producer’s Representations and Warranties. As a material inducement for Broker to enter into this Agreement, Producer represents and warrants the following:
(a) Licensing. Producer is properly licensed to transact business as an agent or broker in accordance with the insurance laws, rules and regulations of each state in which Producer transacts business. Producer will maintain such license or licenses in good standing for the duration of this Agreement and will furnish proof of such licensing upon request by Broker. Producer will promptly notify Broker of any suspension, cancellation or disciplinary action with respect to its license(s).
Producer’s Representations and Warranties. The Producer represents and warrants for the benefit of ConvergTV that:
Producer’s Representations and Warranties. Producer hereby represents and warrants as follows:
Producer’s Representations and Warranties. Producer represents and warrants that:
a. Producer has the full legal right, power and authority to enter into and perform this Agreement and to grant the rights herein granted, and the consent of no other person or entity is necessary in order for Producer to enter into and fully perform this Agreement;
b. No rights have been granted or will be granted to, and no agreement has been or will be entered into with, any person or entity by Producer (or under Producer’s authority) that would or might conflict with the rights granted to us under this Agreement; The material provided by Producer is wholly original with Producer, no incident therein or part thereof is taken from, based upon or adapted from any other literary, dramatic or musical work, motion picture, television, home video, electronic or multimedia production or other creative work with the exception of material in the public domain. The Series (and any portion(s) thereof), and the use and exploitation thereof by us or our affiliates, do not and will not infringe upon or violate any common law rights, copyright, trademark, or any personal or property right of any person or entity (including, without limitation, any other intellectual property right), and our exploitation of the Series (and any portion(s) thereof) will not violate the right of privacy or publicity of, or constitute a defamation against, any person or entity. If Producer incorporates into the Work any literary, dramatic, visual, vocal, musical, comic, choreographic, architectural or other material not original to Producer and not in the public domain or supplied by us, Producer shall procure at its expense written authorization satisfactory to us to include such materials therein and to exploit such materials in perpetuity, throughout the universe through any and all media, whether now known or hereafter devised, and shall promptly deliver original copies of such authorization to us at our request. With respect to any material added by us to the Work, we hereby give the same warranties to Producer as Producer has given to us in this Section 4(c). Producer warrants, represents and agrees that Producer has neither paid nor accepted, and shall not pay or accept, any money, service or other valuable consideration for the inclusion of any plug, reference or product identification or any other matter in the Series and that it has no knowledge of any payment of any valuable consideration being made for the inclusion of a matter in the Seri...
Producer’s Representations and Warranties. 6.1 On the date hereof and during the term of this Agreement, Producer hereby warrants and represents to Highmark as follows:
6.1.1. The Producer, and each of its employee producers, has and will comply with all applicable federal, state and local laws and shall, whenever necessary, obtain and maintain, at its own expense, all licenses required for it and each of its employee producers, to perform its obligations under this Agreement.
6.1.2. Producer has the authority to enter into this Agreement. Performance of its duties and obligations as set forth in this Agreement will not breach or conflict with Producer’s Bylaws or Articles of Incorporation, or with any agreement, covenant, or understanding (oral or written) to which Producer is bound.
6.1.3. Producer is a duly organized and validly existing entity in the Commonwealth of Pennsylvania or West Virginia.
Producer’s Representations and Warranties. Producer represents and warrants to Gatherer as follows:
(a) Producer is a limited liability company formed and validly existing under the laws of the State of Delaware;
(b) Producer has all requisite limited liability company power and authority to enter into this Agreement on the terms described herein and to perform its obligations under this Agreement;
(c) the execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder and the consummation of the transactions contemplated herein will not violate, nor be in conflict with, any provision of any constituent documents of Producer; and
(d) this Agreement has been duly executed and delivered by Producer and all documents required hereunder to be executed and delivered by Producer have been duly executed and delivered and this Agreement and such documents constitute legal, valid and binding obligations of Producer enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.
