Representations and Warranties; Indemnity. [***] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(a) Each party hereto represents and warrants that: (i) it has the full right, power and authority to enter into and to perform this Agreement; (ii) it is not under any restriction or obligation that may or will impair such party's full performance of this Agreement; and (iii) it shall not at any time do or authorize any person or entity to do anything inconsistent with, or anything that might diminish, impair or interfere with any of the other party's rights hereunder.
(b) Each party hereto agrees to indemnify and hold the other and its members, employees, attorneys, agents, successors, affiliates, assigns and licensees harmless against any claim, liability, cost and expenses (including attorneys' and accountants' fees reasonably incurred) in connection with any breach or alleged breach of this Agreement the indemnifying party. In this regard, the indemnified party shall not settle any claim without first notifying the indemnifying party of the terms of any proposed settlement and obtaining its consent thereto.
(c) Merchandiser acknowledges that UBL is making no representations and warranties concerning anticipated success of the UBL Store, the amount of compensation payable to Merchandiser hereunder, and/or the current or future value of UBL or the warrants described in paragraph 3 above. Likewise, UBL acknowledges that Merchandiser is making no representations and warranties concerning anticipated success of the UBL Store or the amount of compensation payable to UBL with respect thereto.
Representations and Warranties; Indemnity. The Executive represents and warrants to the Company that the execution and delivery of this Agreement by him and the performance by him of his obligations hereunder shall not constitute (with or without notice or lapse of time or both) a breach or violation of a provision of any understanding, contract or commitment, written or oral, express or implied, to which the Executive is a party or to which the Executive is or may be bound, including, without limitation, any understanding, contract or commitment with any present or former employer, in each case, that imposes restrictions that would, or would reasonably be expected to, interfere with the Executive's ability to perform his obligations under this Agreement. The Executive hereby agrees to indemnify and hold the Company harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the Company in connection with any such breach or violation by the Executive of any such understanding, contract or commitment.
Representations and Warranties; Indemnity. (a) Each party hereto represents and warrants that: (i) it has the full right, power and authority to enter into and to perform this Agreement; (ii) it is not under any restriction or obligation that may or will impair such party's full performance of this Agreement; and (iii) it shall not at any time do or authorize any person or entity to do anything inconsistent with, or anything that might diminish, impair or interfere with any of the other party's rights hereunder.
(b) Merchandiser agrees to indemnify and hold ADNM and its members, employees, attorneys, agents, successors, affiliates, assigns and licensees harmless against any claim, liability, cost and expenses (including attorneys' and accountants' fees reasonably incurred) in connection with any breach or alleged breach of this Agreement by Merchandiser. In this regard, ADNM shall not settle any claim without first notifying Merchandiser of the terms of any proposed settlement and obtaining Merchandiser's consent thereto.
(c) ADNM agrees to indemnify and hold Merchandiser and its members, employees, attorneys, agents, successors, affiliates, assigns and licensees harmless against any claim, liability, cost and expenses (including attorneys' and accountants' fees reasonably incurred) in connection with any breach or alleged breach of this Agreement by ADNM. In this
Representations and Warranties; Indemnity. Contributor represents and warrants that: (a) Contributor owns the copyright in all Content delivered to TEN and there no other person or party has an interest in any Content; (b) Contributor is the sole author of each Content; (c) the Content have not been previously published in any manner or medium; (d) all Content is free from defamatory, obscene, offensive, injurious, unlawful and/or otherwise inappropriate materials; and (e) Contributor has taken no action or granted any rights in the Content that conflict with or undermine TEN’s rights in and to the Content. Contributor will indemnify, defend, and hold harmless TEN and its parents, affiliates, and subsidiaries from and against all third party claims, actions, liabilities, damages, costs and expenses (including without limitation reasonable attorneys fees) of any kind arising out of: (i) Contributor’s breach of any representation, warranty, and/or other provision of this Agreement; and/or (ii) Contributor’s negligence and/or willful misconduct.
Representations and Warranties; Indemnity. Owner hereby represents and warrants that: (a) the Property and all rights and title therein and thereto are owned exclusively by Owner; (b) the Property was created and written solely by and is wholly original with Owner or based on incidental material in the public domain; (c) the Property is not in the public domain in any jurisdiction of the world and enjoys and will enjoy, either statutory or (to the extent that it may exist) common law protection in the United States and all countries adhering to the Berne and Universal Copyright Conventions and that the rights granted to Producer hereunder will be exclusive; (d) the Property is not based in whole or in part on the life of any real person; (e) neither the Property nor any element thereof infringes the copyright in any other work; (f) neither the Property nor its exploitation will violate the rights of privacy or publicity of any person or constitute a defamation against any person, or in any other way violate the rights of any person whomsoever; (g) Owner owns all rights in and to the Property and all rights assigned to Producer hereunder are free and clear of any liens, encumbrances, other third party interests of any kind, and free of any claims or litigation, whether pending or threatened; (h) Owner has full right and power to enter into and perform this Agreement without the consent of any third party; and (i) the Property has not previously been exploited as a feature motion picture or television production or otherwise, and during the Option Period, Owner shall not subsequently exploit the the Property as a motion picture or television project or otherwise, nor permit any third party to do so. The term “person” as used in this Agreement shall mean any person, firm, corporation or other entity. Owner agrees to indemnify and hold Producer, its agents and employees, parent, subsidiaries, affiliates, successors, licensees and assigns harmless from and against all damages, losses, costs and expenses (including reasonable outside attorneys’ fees and costs) arising out of or in connection with any material breach of any of Owner’s obligations, representations, warranties, conditions and/or covenants in this Agreement. Producer agrees to defend, indemnify and hold Owner, and Owner’s agents and employees, parent, subsidiaries, affiliates, successors, licensees and assigns, harmless from and against any and all claims, liabilities, obligations, costs, damages and expenses (including, without limitation, ...
Representations and Warranties; Indemnity. Dealer represents, warrants and covenants to Cavus that:
(a) it has the full corporate right, power and authority to enter into this Agreement, which constitutes the legal, valid and binding obligation of Dealer when executed and delivered, (b) all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations and (c) it has obtained or shall obtain and maintain during the Term all rights, licenses, consents, filings and authorizations necessary to conduct its business operations and to perform its obligations in this Agreement. Dealer agrees to defend, indemnify and hold Cavus, its affiliates and their respective officers, directors, shareholders, employees and agents harmless, at its own cost and expense, from and against any and all liabilities, losses, damages, claims, actions, costs and expenses, including reasonable attorneys’ fees, arising in connection with any actual or alleged (i) breach of this Agreement by Dealer or (ii) negligence, intentional or willful misconduct of Dealer. No settlement or compromise in connection therewith shall be entered into or agreed to without Cavus’ prior written approval.
Representations and Warranties; Indemnity. The Content Partner/Instructor represents and warrants that none of the E-Learning Content will violate or infringe any copyright, patent, trademark, trade name, service xxxx or other proprietary right or invade the right of privacy or publicity rights of any third person, or contain any matter libelous, defamatory or otherwise in contravention of the rights of any third person. The Content Partner/Instructor will at all times indemnify and hold XXxxxxxxXxxxx.xxx and its affiliates, directors, officers, employees, licensees, agents and assigns harmless from and against any and all claims, damages, liabilities and expenses (including reasonable counsel fees and costs), arising out of any breach of the Content Partner/Instructor 's representations and warranties or other obligations under this Agreement. The Company will give the Content Partner/Instructor prompt notice of any claim to which such indemnity relates, and the Content Partner/Instructor shall have the right to participate in the defense thereof with counsel of his, her or its own choosing, at his, her or its own expense. XXxxxxxxXxxxx.xxx will at all times indemnify and hold Content Partner/Instructor and its affiliates, directors, officers, employees, licensees, agents and assigns harmless from and against any and all claims, damages, liabilities and expenses (including reasonable counsel fees and costs), arising out of any breach of the XxxxxxxxXxxxx.xxx's representations and warranties or other obligations under this Agreement. The Content Partner/Instructor will give XXxxxxxxXxxxx.xxx prompt notice of any claim to which such indemnity relates, and XXxxxxxxXxxxx.xxx shall have the right to participate in the defense thereof with counsel of his, her or its own choosing, at his, her or its own expense.
Representations and Warranties; Indemnity. 5.1 ATLAS hereby represents and warrants that:
(a) Its corporate entity has been duly formed and currently exists in good standing under the laws of the Federal Republic of Nigeria and that it has full power and authority to execute and deliver, and to complete its obligations under, this Agreement; and the person or persons signing this Agreement and the Assignment on behalf of ATLAS has the authority to do so.
(b) As of the date of this Agreement and as of the Approval Date, the OPL will be valid and in full force and effect in all respects, without variance or amendment. Prior to the Approval Date, without the prior written approval of SUMMIT (which approval SUMMIT shall not delay or withhold unreasonably), ATLAS shall not amend, surrender or withdraw from the OPL.
(c) To the best of its knowledge, no act or omission of or affecting ATLAS or affecting the OPL has occurred or will occur prior to the Approval Date which would entitle the Government to revoke or modify the OPL.
(d) All of the obligations contained in the OPL requiring performance on or before the Assignment Date have been fully and timely performed by ATLAS.
(e) As of the Assignment Date, The 30% Interest will have good and defensible title and will not be subject to any material adverse contractual obligations, or any mortgages, pledges, liens, burdens or other encumbrances created by ATLAS and there is no agreement to create the same.
(f) There are no outstanding lawsuits or other proceedings and there has been no judgment or award given or made by any court, tribunal or governmental agency which relates to or is connected with or relating to the OPL and, to the best of its knowledge, there are no outstanding claims which would affect the OPL or The 30% Interest being assigned to SUMMIT pursuant to this Agreement.
(g) No payments were made or will be made, or consideration given or will be given to obtain the OPL in violation of Nigerian law or which would be in violation of the laws of the United States of America or the State of Texas, if such payments were made or such consideration were given by SUMMIT.
(h) As of the Assignment Date, ATLAS will be the sole legal and beneficial owner of The 30% Interest with the right to sell, transfer and assign the full legal and beneficial ownership of The 30% Interest to SUMMIT.
(i) The Ecodrill Contract has terminated by its own terms and is no longer in force effect with respect to any part of the OPL.
(j) ATLAS shall indemnify and hold SUMMIT h...
Representations and Warranties; Indemnity. The Seller shall indemnify, defend, and hold Purchaser and its directors, officers, employees, agents, successors and assigns harmless from and against any and all liabilities, losses, costs, claims, demands, actions, causes of action, expenses and/or penalties claimed, threatened or asserted against, or suffered or incurred for a breach of the representations and warranties in Section 6 of this Agreement, including without limitation attorney's and expert's fees and costs and any and all liabilities, losses, costs, claims, demands, actions, causes of action, expenses and penalties incurred due to such claims, demands, actions and causes of action. The Purchaser shall indemnify, defend, and hold Seller and its directors, officers, employees, agents, successors and assigns harmless from and against any and all liabilities, losses, costs, claims, demands, actions, causes of action, expenses and/or penalties claimed, threatened or asserted against, or suffered or incurred for a breach of the representations and warranties in Section 7 of this Agreement, including without limitation attorney's and expert's fees and costs and any and all liabilities, losses, costs, claims, demands, actions, causes of action, expenses and penalties incurred due to such claims, demands, actions and causes of action. The provisions of this Section 24 shall survive the Closing or the termination of this Agreement.
Representations and Warranties; Indemnity. 21.1 Artist warrants and agrees that he is free to enter into this agreement and is not subject to any obligation or disability which will or might prevent Artist from, or interfere with Artist, fully completing and performing all of the covenants and conditions to be kept or performed by Artist hereunder; and that Artist has not made, nor will he make, any grant or assignment of rights which will or might conflict with or impair the complete enjoyment of the rights and privileges granted to producer here- under. Artist is and will remain during the full term of this Agreement, a member in good standing of any labor unions having jurisdiction over Artist’s services with which Producer nmay have an agreement lawfully requiring such union membership. All material furnished by Artist is ansd shall be wholly original (except to the extent it is taken from material furnished by Producer or in the public domain) and will not contain any language or material which is obscene, libelous, slanderous or defamatory and will not violate, infringe upon or give rise to any adverse claim with respect to any common law or any other right whatsoever (including, without limitation, any copyright, patent, trademark, service mark, liter- ary, dramatic, comedic, musical right, right of privacy or publicity or con- tract right) of any person, firm or corporation or violate any other applicable law.
21.2 Artist will indemnify and hold harmless Producer, its suc- cessors, licensees and assigns, from and against all damages, liability or expense, including reasonable attorneys’ fees, resulting from any breach or alleged breach by Artist of any warranty or agreement made by Artist in this agreement.
21.3 Producer will indemnify and hold harmless Artist, his suc- cessors, licensees and assigns, from and against all damages, liability or expense, including reasonable attorneys’ fees, resulting from any breach or alleged breach by Producer of any warranty or agreement made by Pro- ducer in this agreement or any claim arising out of the development, pro- duction and exploitation of the Program, other than those covered by Artist’s indemnity in Section 21.2 above.
