PRODUCER’S WARRANTIES. (a) Subject to Clause 3 (c) below, the Producer hereby warrants, represents and undertakes to Channel 4 and its Associate(s) in respect of the Programme(s) and all rights granted hereunder to Channel 4 and to Associates(s) (to the extent that Associate(s) are exercising rights under this Agreement) that:
(i) it will pay all sums due to any person who is entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Programme(s) including without limitation any re-charge payments notified to the Producer by Channel 4 in respect of payments due to Directors UK (formerly the DPRS) and for the avoidance of doubt the Producer will be liable to all Contributors and third parties in respect of any repeat and/or residual payments or other payments of any kind that may be due to such persons in the exercise of the Producer’s rights in the Programme(s);
(ii) other than in respect of the performing rights in any music vested in the Performing Right Society Limited and except as otherwise herein agreed it will secure irrevocable assignable licences entitling it and any person deriving title through it without further payment to record broadcast transmit perform and exploit by sale hire or otherwise all copyright material incorporated in the Programme(s) for all rights licensed to Channel 4 and any Associate(s) and including but without limitation synchronisation licences in respect of any musical recording or musical composition recorded in the Programme(s) and licenses in respect of library and other film material incorporated in the Programme(s) PROVIDED ALWAYS the rights granted by the licences secured pursuant to this sub-clause may be limited to the use of such material as part of the Programme(s);
(iii) the exercise by Channel 4 its assignees and/or its Associate(s) of its rights in the Programme(s) or any part thereof in accordance with the terms of this Agreement will not infringe any personal proprietary rights (including copyright and other intellectual property rights) or other right of any third party or be in breach of any provisions of or rights under Part II of the CDPA;
(iv) nothing will be included in the Programme(s) and/or arising from the Producer's production of the Programme(s) and/or editing of footage for the Programme(s) in breach of any contract or legislation where applicable (including without limitation the National Minimum Wage Act 1998 (as amended) by the National Minimum ...
PRODUCER’S WARRANTIES. Producer represents and warrants that it is a limited liability company duly organized under the laws of the State of California and that it has the full right, power and authority to enter into and to perform this Agreement. Producer represents and warrants that the person or persons executing this Agreement on behalf of Producer is fully authorized to execute this Agreement on behalf of Producer.
PRODUCER’S WARRANTIES. The Producer warrants and undertakes as follows:
PRODUCER’S WARRANTIES. A. The Parties recognize that uncertainties may exist with respect to ownership of coalbed methane gas. However, as between the Parties hereto, Producer warrants that Producer has the right to deliver said Gas and that such Gas is free from all liens and adverse claims, including liens to secure payments of production taxes, severance taxes, and ****** This portion of the agreement has been omitted pursuant to a confidential treatment request that has been filed with the Securities and Exchange Commission.
PRODUCER’S WARRANTIES. Producer agrees to remove all equipment and temporary sets after completion of its use of the Property and to leave the Property in as good condition as when entered upon by Producer, reasonable wear and tear excepted. Signs on the Property may be removed or changed, but if removed or changed such signs shall be replaced.
PRODUCER’S WARRANTIES. 6.1 The Producer hereby represents, warrants and undertakes that:
6.1.1 the Producer is entitled to enter into this Agreement and is fully empowered to perform its obligations under this Agreement;
6.1.2 the Producer is entitled to grant the Option to ITV and the Development Work will be free of all liens, claims and encumbrances that could in any way interfere with or inhibit the full exercise or exploitation of any and all of the ITV Rights in the Development Work and/or the Programme;
6.1.3 for the duration of the Option Period and in the production of the Development Work, the Producer will comply with all relevant industry agreements to the extent applicable, all statutory obligations and all other obligations imposed by law;
6.1.4 the Producer has obtained or will before the Delivery Date obtain an assessment of necessary permits and consents to permit or enable the Development Work and/or the Programme to be produced and exploited in accordance with the ITV Terms of Trade Agreement;
6.1.5 the Producer will ensure that all material incorporated in the Development Work is or will be original except in so far as it may be in the public domain;
6.1.6 nothing in the Development Work will to the best of the Producer's knowledge and belief (after due and diligent enquiry) be defamatory of any person firm or corporation and nothing therein will or does infringe the copyright or other personal proprietary right of any person firm or corporation or any obligation imposed by law;
6.1.7 the Development Work will be produced by the Producer in a first class manner;
6.1.8 to the best of the Producer’s knowledge and belief after all due and diligent enquiry there are no claims or proceedings pending or threatened which might adversely affect the exploitation of the Development Work and/or the Programme;
6.1.9 the Producer is duly and properly established and existing according to English law;
6.1. 10the Producer will not assign, license, mortgage, charge or otherwise dispose or deal with or encumber any rights whatsoever in the Development Work that may derogate from or affect ITV’s Rights without the prior written consent of ITV other than with respect to an assignment or licence of rights to a subsidiary of the Producer in which case ITV will require a parental guarantee (or such other guarantee as may be agreed) to ensure the performance of all the Producer’s obligations under this Agreement;
6.2 the Producer xxxxxx agrees to indemnify and hold harmless and kee...
PRODUCER’S WARRANTIES. (a) Producer has the sole right and authority to enter into and fully perform this Agreement;
(b) Producer is and will remain free to fulfill its obligations under this Agreement and there exists no other agreement or understanding that conflicts or interferes with or makes impossible the performance of its obligations hereunder; and
(c) Producer owns and/or controls all rights in the Producer Xxxxx and the authorized use of the Producer Marks by Host will not infringe upon or violate the rights of any third party.
PRODUCER’S WARRANTIES. (a) Producer represents, warrants and agrees that: (i) Producer has the full right, power and authority to enter into this Parking Agreement; and (ii) Producer shall remove all vehicles after completion of its use of the Space and leave the Space in as good condition as when entered upon by Producer.
(b) Producer shall procure and maintain, at its expense, a policy of commercial general and excess/umbrella liability insurance on an occurrence basis, including contractual liability coverage, insuring Kent, Eponymous Associates, L.L.C. ("EPON"), Steiner Lighting, LLC ("SL"), Xxxxxxx Building NYC, L.L.C. ("SBNYC"), 25 WA Associates, LLC ("25WA), the City of New York ("NYC"), Brooklyn Navy Yard Transportation and Media Campus Expansion Fund, LLC ("NYCRC"), Xxxxxxx Xxxxxx at Stage 6, L.L.C. ("AK"), Brooklyn Navy Yard Development Corporation ("BNYDC") as additional insureds and Producer as named insured against liability arising out of the use, occupancy or maintenance of the Lot or in any manner related to the Lot or any act or omission of Producer. The initial amount of such insurance shall be at least $2,000,000 in combined single limit with respect to injury or death in any one accident, and at least $1,000,000 for damage to property. However, the amount of such insurance shall not limit Producer's liability hereunder. Such insurance policy shall be maintained with an insurance company authorized to transact insurance business in the State of New York and holding a "General Policyholder's Rating" of A- or better as set forth in the most current issue of "Best's Insurance Guide". A certificate evidencing such insurance shall be deposited with Kent at least three (3) days prior to the possession date. Any loss shall be payable notwithstanding any act or negligence of Producer, Kent, EPON, SL, SBNYC, 25WA, NYC, NYCRC, AK, or BNYDC. Producer shall obtain for each insurance policy procured by it regarding the Lot or any property located thereon, an appropriate clause therein or endorsement thereto pursuant to which each such insurance company waives its subrogation rights against Kent, EPON, SL, SBNYC, 25WA, NYC, NYCRC, AK, and BNYDC. Producer warrants and guarantees that it shall maintain continuity of the above referenced coverage and that failure to maintain such coverage shall constitute a material breach of this Parking Agreement entitles Kent to immediately, without notice, terminate the Parking Agreement.
(c) This Parking Agreement is made upon the express...
PRODUCER’S WARRANTIES. (a) Producer represents, warrants and agrees that: (i) Producer has the full right, power and authority to enter into this Agreement; (ii) Producer shall remove all equipment and temporary sets after completion of its use of the Property and leave the Property in as good condition as when entered upon by Producer, reasonable wear and tear excepted; and (iii) Producer will maintain liability and property damage insurance covering the use of the Property by Producer in customary and adequate levels during the periods set forth in paragraph 3 above.
(b) Producer will indemnify and hold Owner harmless from and against any loss (which shall not include any incidental or consequential damages including, but not limited to, any lost profit), cost or damage arising out of any third party claim against Owner resulting from use of the Property by Producer; provided the foregoing indemnity shall not apply with respect to (i) claims arising out of a breach by Owner of any of Owner’s representations, warranties and/or agreements hereunder; and/or (b) claims arising out of Owner's gross negligence or misconduct; and/or (iii) loss, cost or damage suffered by Owner relating to any settlement entered into without Producer’s written consent.
(c) Upon completion of the Term, Owner shall inspect the Premises and submit in writing to Producer a detailed list of any and all damages of the Property that Owner alleges Producer caused (the “Claim”) within 48 hours after the completion of use of the Property by Producer. Owner shall then authorize Producer’s representatives to enter onto the Property to inspect and assess the damages pursuant to the Claim. If Producer acknowledges responsibility for said damages, Producer shall be given the opportunity to either correct the damage or make restitution in a timely manner. In the event a Claim is not submitted to Producer, Owner agrees to execute and deliver to Producer the location release (“Location Release”), attached hereto as Exhibit “A” and incorporated herein by this reference. If Owner fails to execute and deliver the Location Release to Producer and a Claim has not been submitted to Producer by Owner within 48 hours after the completion of the Term, the terms of the Location Release shall automatically be deemed accepted by Owner and incorporated herein by this reference.
PRODUCER’S WARRANTIES
