Common use of Representations and Warranties Indemnification Clause in Contracts

Representations and Warranties Indemnification. ● Each party represents and warrants to the other as follows: a) It has full power and authority to execute and deliver this agreement and to perform as set forth herein; b) The making of this agreement does not, and during the Term will not, violate or conflict with any agreement, right, or obligation binding or affecting such party; c) Neither the Series (with respect to NYPR and to the extent it does not include or constitute ORGANIZATION Content) nor the ORGANIZATION Content (with respect to ORGANIZATION) will: (i) infringe on any copyrights, trademarks, or other rights of any third party; (ii) contain any matter which shall libel, defame, invade the privacy of or otherwise violate the rights of any person or entity; or (iii) conflict with or violate any applicable law; d) Neither party will be required to obtain any releases or consents of any nature whatsoever from the other party or any third parties in order to use the Series or any ORGANIZATION Content in the manner contemplated by this Agreement; and e) All claims made by each party in the materials it contributes hereunder are supported by substantial written documentation and comprehensive research. ● Each of the foregoing warranties applies solely to the extent the Series, ORGANIZATION Content, or other materials in question are used as approved and unmodified, and in accordance with the terms of this Agreement. ● Each of the parties (each, an “Indemnifying Party”) agrees to indemnify, hold harmless and defend the other, its parents, subsidiaries and affiliates, and their respective officers, directors and employees (each, an “Indemnified Party”) from and against any actual or alleged claims, liabilities, losses, demands, causes of action, judgments, settlements and expenses (including, without limitation, settlement costs and reasonable outside legal fees), or other damages of any kind or nature arising out of or connected with any breach by the Indemnifying Party of any provision of this Agreement or of any warranty made by the Indemnifying Party in this Agreement.

Representations and Warranties Indemnification. ● (a) Each party Member hereby represents and warrants to the other Member as follows: a: (i) It Such Member has the full power and authority to execute and deliver this agreement Agreement and to perform as set forth herein; b) The making of this agreement does not, and during the Term will not, violate or conflict with any agreement, right, or obligation binding or affecting such party; c) Neither the Series (with respect to NYPR and to the extent it does not include or constitute ORGANIZATION Content) nor the ORGANIZATION Content (with respect to ORGANIZATION) will: (i) infringe on any copyrights, trademarks, or other rights of any third party; (ii) contain any matter which shall libel, defame, invade the privacy of or otherwise violate the rights of any person or entity; or (iii) conflict with or violate any applicable law; d) Neither party will be required to obtain any releases or consents of any nature whatsoever from the other party or any third parties in order to use the Series or any ORGANIZATION Content in the manner discharge its obligations contemplated by this Agreement; . (ii) The execution and edelivery of this Agreement by such Member and the performance of such Member’s obligations hereunder have been duly and validly authorized by all necessary actions by such Member. (iii) All claims made This Agreement has been duly and validly executed and delivered by each party in the materials it contributes hereunder are supported by substantial written documentation and comprehensive research. ● Each of the foregoing warranties applies solely to the extent the Series, ORGANIZATION Content, or other materials in question are used as approved and unmodifiedsuch Member, and assuming due and valid execution and delivery by the other Member, constitutes a legal, valid and binding obligation of such Member enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting the terms rights of this creditors generally, and subject to general principles of equity. (iv) Such Member is in compliance with, has at all times complied with, and hereby covenants and agrees to comply with, all applicable laws, ordinances, rules, regulations, judgments orders and decrees applicable to the Company’s performance under the Metra Agreement. ● , including, without limitation, all applicable reporting, licensing and notice requirements thereunder, in all respects and, to the best of such Member’s knowledge, there are no circumstances which may prevent or interfere with such compliance in the future. (b) Each of Member (each as applicable, the parties (each, an “Indemnifying Party”) agrees to indemnify, shall indemnify and hold harmless and defend the other, its parents, subsidiaries and affiliates, and their respective officers, directors and employees other Member (each, an the “Indemnified Party”) harmless from and against any actual or alleged and all damages, claims, liabilities, losses, demandsexpenses, causes of actioncosts, judgmentsobligations and liabilities, settlements including without limitation liabilities for reasonable attorneys’ fees and expenses disbursements (including, without limitation, settlement costs and reasonable outside legal feescollectively “Damages”), or other damages suffered by such Indemnified Party by reason of any kind breach of a representation or nature arising out of or connected with any breach by the Indemnifying Party of any provision of this Agreement or of any warranty made by the Indemnifying Party in pursuant to this Agreement.

Representations and Warranties Indemnification. ● 11.1. Each party hereto represents and warrants the following: 11.1.1. Each party is a corporation, duly incorporated, in good standing and authorized to transact business in the jurisdictions in which the respective corporations transact business. 11.1.2. Each party hereto has taken the necessary corporate action to properly authorize and bind the corporation to the other as follows: a) It has full power terms and authority to execute and deliver this agreement and to perform as set forth herein; b) The making of this agreement does not, and during conditions hereof. Nothing contained in the Term will not, violate or conflict with any agreement, right, or obligation binding or affecting such party; c) Neither the Series (with respect to NYPR and to the extent it does not include or constitute ORGANIZATION Content) nor the ORGANIZATION Content (with respect to ORGANIZATION) will: (i) infringe on any copyrights, trademarks, or other rights of any third party; (ii) contain any matter which Agreement shall libel, defame, invade the privacy of or otherwise violate the rights of any person or entity; or (iii) conflict with or violate any applicable law; d) Neither party will be required to obtain any releases or consents of any nature whatsoever from the other party Articles of Incorporation, By-Laws or any third parties other agreement or arrangement of the respective corporations. 11.1.3. To the best of the parties' knowledge nothing in order to use the Series existence prevents them from entering into this Agreement or any ORGANIZATION Content in the manner contemplated by performing under this Agreement; and e) All claims made by each . 11.2. Each party in the materials it contributes hereunder are supported by substantial written documentation and comprehensive research. ● Each of the foregoing warranties applies solely to the extent the Series, ORGANIZATION Content, or other materials in question are used as approved and unmodified, and in accordance with the terms of this Agreement. ● Each of the parties (each, an “"Indemnifying Party”") agrees to indemnify, hold harmless harmless, reimburse and defend the other, its parents, subsidiaries and affiliates, and their respective officers, directors and employees other party (each, an “"Indemnified Party”") from and at all times against any actual claim, costs, expense, liability, obligation, loss, damage or alleged claims, liabilities, losses, demands, causes of action, judgments, settlements and expenses judgment (including, without limitation, settlement costs and reasonable outside including legal fees) of any nature (collectively referred to as "Claim"), incurred by or other damages of any kind or nature arising imposed upon the Indemnified Party which results, arises out of or connected with is based upon any breach misrepresentation by the Indemnifying Party. The Indemnified Party shall send notice to the Indemnifying Party of any provision of this Agreement or of any warranty made by Claim, and within ten (10) business days thereafter counsel for the Indemnified Party and counsel for the Indemnifying Party shall determine if the Indemnifying Party shall assume the defense of the Claim; provided, however, the failure to give notice shall not affect the Indemnified Party's rights hereunder so long as the Indemnified Party vigorously defends the Claim. 11.3. Licensor represents and warrants to Licensee that the Equipment and each Unit shall be of good material and workmanship, shall be fully operational and in this Agreementgood working order free and clear of any defects (normal wear and tear excepted), shall be fit and sufficient for the purpose intended, and shall meet or exceed the minimum specifications described in Exhibit A attached hereto and made a part hereof.

Representations and Warranties Indemnification. ● Each party represents and warrants to the other as follows: (a) It has full power and authority to execute and deliver this agreement and to perform as set forth herein; b) The making of this agreement does notConsultant warrants, represents, and during the Term will not, violate or conflict with any agreement, right, or obligation binding or affecting such party; c) Neither the Series (with respect to NYPR and to the extent it does not include or constitute ORGANIZATION Content) nor the ORGANIZATION Content (with respect to ORGANIZATION) willagrees that: (i) infringe on any copyrights, trademarks, Consultant has the right and power to enter into this Agreement and grant the rights set forth herein and that no consent or other rights of authorization from any third partyparty is required in connection therewith; and (ii) contain any matter which material Consultant furnishes to Company hereunder shall libelnot infringe upon or violate any common law or statutory law, defamecopyright or any right or privacy or publicity, invade the privacy of or otherwise violate the rights any other right of any person or entity; or (iii) conflict with or violate any applicable law; d) Neither party will be required . Company warrants, represents, and agrees that Company has the right and power to obtain any releases or consents of any nature whatsoever from the other party or any third parties in order to use the Series or any ORGANIZATION Content in the manner contemplated by enter into this Agreement; and e. (b) All claims made by each party in the materials it contributes hereunder are supported by substantial written documentation and comprehensive research. ● Each of the foregoing warranties applies solely to the extent the Series, ORGANIZATION Content, or other materials in question are used as approved and unmodified, and in accordance with the terms of this Agreement. ● Each of the parties hereto (each, an “the "Indemnifying Party”") hereby agrees to and does hereby indemnify, hold harmless and defend the other, its parents, subsidiaries and affiliatessave, and their respective officers, directors and employees hold the other party (each, an “the "Indemnified Party”") harmless from any and against any actual or alleged claimsall damages, liabilities, lossescosts, demands, causes of action, judgments, settlements losses and expenses (including, without limitation, settlement including reasonable legal costs and reasonable outside legal fees), or other damages of any kind or nature attorney's fees reasonably related to the Indemnified Party's liability) arising out of any third party claim, demand, or connected action which is inconsistent with any breach by of the Indemnifying Party of any provision of this Agreement warranties, representations, covenants or of any warranty agreements made by the Indemnifying Party in this Agreement, and which is reduced to final adverse judgment or settled with the Indemnifying Party's prior written consent, not to be unreasonably withheld or delayed; provided, however, that the Indemnifying Party's indemnification obligations hereunder are subject to the requirements that (1) the Indemnified Party notifies the Indemnifying Party in writing within a reasonable time after the Indemnified Party is notified of a claim; (2) the Indemnifying Party has sole control of the defense of the claim (except that, if the Indemnified Party elects to do so, the Indemnified Party may participate in the defense at its own expense) and all related monetary settlement negotiations; and (3) the Indemnified Party provides the Indemnifying Party with assistance, information and authority necessary for the Indemnifying Party to perform its obligations under this section; provided always that the Indemnified Party shall not be required to admit liability under any circumstances.