Representations and Warranties Indemnities. (a) The representations and warranties made in this Agreement or made in writing pursuant hereto shall survive the Closing and be enforceable notwithstanding any due diligence conducted, any investigation of or knowledge with respect to the matters covered thereby by or on behalf of any party to whom they are made. The Sellers and the Buyer acknowledge that the other is entering into this Agreement, and will consummate the transactions contemplated hereby, in reliance upon the express representations and warranties of the other party made in this Agreement or made in a writing delivered pursuant hereto. The indemnifications set forth in Article 11 are intended to transfer the risk of the matters covered to the Indemnifying Party, irrespective of any knowledge that the Indemnified Party has with respect to the matters covered.
(b) If (i) any representation or warranty of the Sellers becomes untrue between the execution of this Agreement and the Closing Date, as a result of an event beyond the date of control of the Sellers (as applicable) (i.e., an event that was not directly or indirectly a result of either Seller’s or any of their respective officer’s or director’s, actions or failures to act) and (ii) the Seller notifies the Buyer in writing of such breach, then the Buyer may, in its sole discretion, choose to (x) terminate this Agreement pursuant to Section 12.1(b)(ii) herein or (y) waive its rights under the Agreement in connection with such breach.
Representations and Warranties Indemnities. DCCI and Belo each represent and warrant that it has the right to enter into this Agreement and grant the rights herein granted, and that the person executing this Agreement is duly authorized to do so. DCCI hereby represents and warrants to Belo, and covenants and agrees with Belo that (a) it is either the owner of the :CRQ :Cue Technology or it has the right to license to Belo the right to use such :CRQ :Cue Technology as licensed herein; and (b) DCCI has not knowingly attached or authorized the attachment of any virus, worm, Trojan horse or similar instrumentality to the :CRQ :Cue Technology. Belo hereby represents and warrants to DCCI, and covenants and agrees with DCCI that: (a) it will furnish DCCI with accurate, up-to-date URL addresses of Linked Websites; (b) Belo has, or will obtain on or prior to the time a particular :Cue is telecast, the right to authorize DCCI to effect links to all Linked Websites, and to have the Virtual Network appear on and in connection with Belo-Related Linked Websites, (c) when arranging to effect links to Linked Websites other than Belo-Related Linked Websites, it will provide the owners and/or operators of such Linked Websites with a notice prepared by DCCI and made available to the Belo Stations which shall contain DCCI's standard terms with respect to :Cues, and (d) Belo or its Affiliates have not knowingly attached or authorized the attachment of any virus, worm, Trojan horse or similar instrumentality to any content or software on the Belo-Related Linked Websites. Each party shall indemnify and hold the other harmless from and against any claims, suits or proceedings brought by or on behalf of any third party unaffiliated with the indemnified party, arising out of or relating to any breach of any representation, warranty or agreement by the indemnifying party herein including, without limitation all damages, losses, civil and criminal penalties and fines, costs and expenses including reasonable outside attorneys' fees incurred as a result of any such claims, suits or proceedings. This obligation shall survive the expiration or termination of this Agreement.
Representations and Warranties Indemnities. Each party represents and warrants that it has authority to grant the licenses set forth in Section 4.3. Subject to Google’s obligation to indemnify Provider as specified in this Section below, Provider shall indemnify, defend and hold harmless Google and its Affiliates, and their directors, officers, employees and agents, from any third party claims (whether actual or alleged) that Provider wrongly Blocked or Monetized a Work using the Content Management System and such action violated such third party’s rights under trademark, copyright or contract, to the extent that Google is not otherwise obligated to indemnify Provider hereunder for such claim. For the avoidance of doubt, Provider makes no representations or warranties with respect to whether automated Video Matches generated by the Content Management System (i.e., User Videos determined by the Content Management System to match an ID File, as distinguished from User Videos individually Blocked or Monetized by Provider on a manual basis using the tag/keyword search functionality in the Content Management System) constitute true and accurate matches of Reference Files in whole or in part, and Provider shall have no obligations to Google with respect to erroneous automated match information generated by the Content Management System. Google shall indemnify, defend and hold harmless Provider and its Affiliates, and their directors, officers, employees, and agents, from any third party claims arising out of the following (whether actual or alleged) (a) erroneous automated match information generated by the Content Management System or any other malfunction of the Content Management System, or (b) the Content Management System, or any portion thereof (including the Google Software), infringes any intellectual property rights or violates any other rights. Each party shall indemnify, defend and hold harmless the other party, and their respective directors, officers, employees, and agents from any third party claims arising out of a breach of that party’s representations and warranties. In no event shall Provider be obligated to indemnify Google for any third party claim alleging that Provider wrongly Blocked a Work using the Content Management System if the claim is caused by the Content Management System producing an erroneous automated Video Match or other malfunction of the Content Management System; in such cases Google shall take responsibility for indemnification with respect to such third party claim...
Representations and Warranties Indemnities. The representations and warranties made in this Agreement or made in writing pursuant hereto shall survive the Closing and be enforceable notwithstanding any investigation of or knowledge with respect to the matters covered thereby by or on behalf of any Party to whom they are made. The Sellers and Purchaser acknowledge that the other is entering into this Agreement, and will consummate the transactions contemplated hereby, in reliance upon the express representations and warranties of the other Party made in this Agreement or made in a writing delivered pursuant hereto. The indemnifications set forth in Article VI are intended to transfer the risk of the matters covered to the indemnifying party, irrespective of any knowledge that the indemnified party has with respect to the matters covered.
Representations and Warranties Indemnities. (a) The Company represents and warrants to the Purchasers that each of the representations and warranties made by the Company in Schedule A hereto is true and correct.
(b) Each Purchaser represents and warrants to the Company that each of the representations and warranties made by the Purchaser in Schedule B hereto is true and correct.
(c) All representations and warranties of the parties set forth in the Schedules hereto shall survive until the date that is 12 months following the date hereof and any claim made in respect of any breach or alleged breach of any representation and warranty must be made during that period.
(d) Each party hereby agrees to indemnify and save the other party harmless of and from any loss, liability, claim, damage, cost or expense of any nature whatsoever (including, without limitation) reasonable legal fees and disbursements) suffered or incurred as a result of any breach of any representations, warranties or covenant of such party set forth herein.
Representations and Warranties Indemnities. (a) Assignor represents and warrants as follows with respect to the Lease Agreement: Assignor is the true and lawful owner of all of the right, title and interest of the "tenant" or "lessee" or "tenant" in, to and under the Lease Agreement, free and clear of all claims, liens and encumbrances of any kind or nature whatsoever; the Lease Agreement is presently in full force and effect, and is the entire agreement between Assignor and the "landlord" or "lessor" thereunder; and Assignor has performed and complied with, in all material respects, all of the duties, obligations, responsibilities, and liabilities of the "tenant" or "lessee" under the Lease Agreement required by the Lease Agreement to have been performed or complied with prior to the Effective Date.
(b) Assignor shall, and hereby agrees to, indemnify, defend and hold Assignee harmless from, against and in respect of any actions, causes of action, suits, claims, demands, judgments, or proceedings asserted against, imposed upon or suffered or incurred by Assignee, and from, against and in respect of any liabilities, damages, losses, costs, expenses (including counsel fees and expenses and disbursements of counsel), amounts of judgment, assessments, fines or penalties, and amounts paid in compromise or settlement, asserted against, imposed upon or suffered or incurred by Assignee, by reason of any failure by Assignor to perform and comply with, fully and completely, the duties, obligations, responsibilities, and liabilities of the Lease Agreement required by the Lease Agreement to be performed and complied with by the "tenant" or lessee" thereunder prior to the Effective Date.
(c) Assignee shall, and hereby agrees to, indemnify, defend and hold Assignor harmless from, against and in respect of any actions, causes of action, suits, claims, demands, judgments, or proceedings asserted against, imposed upon or suffered or incurred by Assignor, and from, against and in respect of any liabilities, damages, losses, costs, expenses (including counsel fees and expenses and disbursements of counsel), amounts of judgment, assessments, fines or penalties, and amounts paid in compromise or settlement, asserted against, imposed upon or suffered or incurred by Assignor, by reason of any failure by Assignee to perform and comply with, fully and completely, the duties, obligations, responsibilities, and liabilities to be performed and complied with by the "tenant" or lessee" under the Lease Agreement from and after th...
Representations and Warranties Indemnities a. Charity represents and warrants that it: (i) has the right, power, and authority to enter into this Agreement, grant the rights and benefits herein described and satisfy its obligations hereunder; (ii) is a not-for-profit entity qualified under Section 501(c)(3) of the Internal Revenue Code, (iii) exclusively owns the Charity Trademarks and has the right to license them as described herein, and that the Company’s use of the Charity Trademarks in accordance with this Agreement will in no way infringe upon the rights of any third party and (iv) is in compliance with any law or regulation requiring the registration, reporting or licensing of charitable organizations, charitable sales promotion or other similar requirements relating to the subject matter of this Agreement. Xxxxxxx agrees to indemnify, defend and hold harmless the Company from any loss, cost, damage or expense arising or relating to Charity’s breach of this Agreement or the foregoing representations and warranties, which indemnification obligation shall survive the expiration of the Term of this Agreement.
b. Company represents and warrants that it: (i) has the right, power. and authority to enter into this Agreement, grant the rights and benefits herein described and satisfy its obligations hereunder and (ii) exclusively owns the Company Trademarks and has the right to license them as described herein, and that the Charity’s use of the Company Trademarks in accordance with this Agreement will in no way infringe upon the rights of any third party. Company agrees to indemnify, defend and hold harmless Charity against any and all loss, cost, damage or expense arising out of or relating to Company’s breach of this Agreement or the design, manufacture, advertising, marketing, distribution and/or sale or other use of the Products, which indemnification obligation shall survive the expiration of the Term of this Agreement.
Representations and Warranties Indemnities. Survival
Representations and Warranties Indemnities. (a) DCOM hereby represents and warrants that:
(i) it has full power and authority to enter into and fully perform this Agreement;
(ii) this Agreement has been duly authorized and is enforceable in accordance with its terms; and
(iii) at all times, it will comply, and the Promotions which are the subject matter of this Agreement, when and in the form provided by DCOM to the Company, will be in compliance with all applicable federal, state, local and foreign laws and regulations.
(b) The Company represents, warrants and covenants that:
(i) it has full power and authority to enter into and fully perform this Agreement;
(ii) this Agreement has been duly authorized and is enforceable in accordance with its terms;
(iii) the Website shall at all times be produced, advertised and transmitted in accordance with all applicable federal, state, local and foreign laws and regulations;
(iv) at all times, it will maintain the Website in a professional and workmanlike manner consistent with generally accepted industry standards for a leading e-commerce website. The Website will at all times present accurate content developed by or obtained from reliable sources, although the Company will not be responsible for problems associated with the World Wide Web in general;
(v) it is the owner of the Content and/or has the right to grant all rights granted herein, including but not limited to all necessary literary, artistic, musical and/or intellectual property rights;
(vi) the exercise of rights granted herein and the intellectual property licenses provided by the Company and the use of such Content and intellectual property by DCOM will not infringe on any rights of any third party, including but not limited to copyright, trademark, unfair competition, contract, defamation, privacy or publicity rights, and, to the best of the Company's knowledge after due inquiry, the Content is true, lawful, accurate and does not contain material omissions; and
(vii) neither products sold by the Company on the Website, nor use or reliance on the Content and other content transmitted on the Website shall cause injury to any person or property.
7.2 Each party to this Agreement (the "Indemnifying Party") shall at all times indemnify, hold harmless and defend the other party, and in the case of indemnification of DCOM, including its parent, Discovery Communications, Inc. ("DCI"), and subsidiaries of DCI, and their respective officers, directors, members, partners employees and agents and each othe...
Representations and Warranties Indemnities. 33
9.1 Representations and Warranties by either Party 33 9.2 Representations and Warranties by LICENSOR 34 9.3 Claim Notification and No Other Warranties 35 9.4 Indemnities 35
