Common use of Representations and Warranties; Indemnity Clause in Contracts

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. [***] 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 Merchandiser agrees to indemnify and hold the other 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 the indemnifying partyby Merchandiser. In this regard, the indemnified party ADNM shall not settle any claim without first notifying the indemnifying party Merchandiser of the terms of any proposed settlement and obtaining its 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 and/or in connection with the breach by ADNM of any Store Agreement. In this regard, Merchandiser shall not settle any claim without first notifying ADNM of the terms of any proposed settlement and obtaining ADNM's consent thereto. (d) Merchandiser acknowledges that UBL ADNM is making no representations and warranties concerning anticipated success of the UBL StoreStores, the amount of compensation payable to Merchandiser hereunder, and/or the current or future value of UBL ADNM or the warrants described in paragraph 3 8 above. Likewise, UBL acknowledges that Merchandiser is making no representations ADNM ---------------- [***] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and warranties concerning anticipated success of filed separately with the UBL Store or the amount of compensation payable to UBL with respect theretoSecurities and Exchange Commission.

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 The Parent and warrants that: the Purchaser each agree and acknowledge that the Seller shall have no liability as a result of the inaccuracy of any representations and warranties made by the Seller in the Stock Purchase Agreement if such representations and warranties were accurate when made and in light of the form of transaction contemplated by the Stock Purchase Agreement prior to this Amendment but are inaccurate as of the Closing Date as a result of the direct sale of any additional Publishing Subsidiaries pursuant to this Amendment, the Restructuring or the Xxxxx Muse Transfer. In addition, the Parent and the Purchaser each agree and acknowledge that the inaccuracy of any representations and warranties arising under the circumstances set forth in the preceding sentence shall not (i) it has relieve the full rightParent and the Purchaser from their respective obligations to consummate the transactions contemplated by the Stock Purchase Agreement, power and authority as amended by this Amendment, pursuant to enter into and to perform this Agreement; Section 8.02(a) thereof or (ii) it is not under any restriction or obligation that may or will impair such party's full performance of give the Parent the right to terminate the Stock Purchase Agreement, as amended by this Agreement; and (iiiAmendment, prior to Closing pursuant to Section 9.01(d) 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 hereunderthereof. (b) Each party hereto agrees The Parent and the Purchaser agree, jointly and severally, to indemnify and hold harmless the other and its membersSeller Indemnified Parties for any Losses that any Seller Indemnified Party may at any time suffer or incur, employeesor become subject to, attorneys, agents, successors, affiliates, assigns and licensees harmless as a result of any claim or cause of action by any third party against any claim, liability, cost Seller Indemnified Party for any matter that is the subject of a representation or warranty made by the Seller in the Stock Purchase Agreement if such representation or warranty was accurate when made and expenses (including attorneys' and accountants' fees reasonably incurred) in connection with light of the form of transaction contemplated by the Stock Purchase Agreement prior to this Amendment but is inaccurate as of the Closing Date as a result of the direct sale of any breach or alleged breach of additional Publishing Subsidiaries pursuant to this Agreement the indemnifying party. In this regardAmendment, 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 Restructuring or the warrants described in paragraph 3 above. LikewiseXxxxx Muse Transfer, UBL acknowledges including, without limitation, any losses related to or arising under 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 theretocertain Macmillan Trademark Sharing Agreement.

Representations and Warranties; Indemnity. [***] Confidential treatment has been requested for 31.1 Each of the bracketed portion. The confidential redacted portion has been omitted parties represents and filed separately with warrants as follows, which representations and warranties shall continue during the Securities Term of this Agreement and Exchange Commission.any Loan hereunder: (a) Each party hereto represents and warrants that: that (i) it has the full rightpower to execute and deliver this Agreement, power and authority to enter into the Loans contemplated hereby and to perform this Agreement; its obligations hereunder, (ii) it is not under any restriction or obligation that may or will impair has taken all necessary action to authorize such party's full performance of this Agreement; execution, delivery and performance, and (iii) this Agreement constitutes a legal, valid, and binding obligation enforceable against 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 in accordance with any of the other party's rights hereunder.its terms; (b) Each party hereto agrees to indemnify and hold that it has not relied on the other and its members, employees, attorneys, agents, successors, affiliates, assigns and licensees harmless against for any claim, liability, cost and expenses (including attorneys' and accountants' fees reasonably incurred) in connection with any breach tax or alleged breach of accounting advice concerning this Agreement and that it has made its own determination as to the indemnifying party. In this regard, the indemnified party shall not settle any claim without first notifying the indemnifying party of the terms tax and accounting treatment of any proposed settlement and obtaining its consent thereto.Loan, any Digital Currency, Collateral, or funds received or provided hereunder; (c) Merchandiser acknowledges that UBL it is making acting for its own account; (d) that it is a sophisticated party and fully familiar with the inherent risks involved in the transaction contemplated in this Agreement, including, without limitation, risk of new financial regulatory requirements, potential loss of money and risks due to volatility of the price of the Loaned Assets, and voluntarily takes full responsibility for any risk to that effect; (e) that it is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any applicable laws; (f) that there are no proceedings pending or, to its knowledge, threatened, which could reasonably be anticipated to have any adverse effect on the transactions contemplated by this Agreement or the accuracy of the representations and warranties concerning anticipated success hereunder or thereunder; (g) that to its knowledge the transactions contemplated in this Agreement are not prohibited by law or other authority in the jurisdiction of its place of incorporation, place of principal office, or residence and that it has necessary licenses and registrations to operate in the manner contemplated in this Agreement; and (h) in the case of Lender, that it has, or will have at the time of the UBL Storeloan of any Digital Currency, the amount right to lend such Loaned Assets subject to the terms and conditions hereof, and free and clear of compensation payable all liens and encumbrances other than those arising under this Agreement. 31.2 Customer shall indemnify and hold harmless AlphaPoint Global, and any of its Affiliates (the “Indemnified Persons”), from and against any and all third party claims, demands, losses, expenses and liabilities of any and every nature (including attorneys’ fees of an attorney of AlphaPoint Global’s choosing to Merchandiser hereunderdefend against any such claims, and/or demands, losses, expenses and liabilities) that AlphaPoint Global may sustain or incur or that may be asserted against it arising out of AlphaPoint Global’s borrowing Digital Currency from Customer under this Agreement, except for any and all claims, demands, losses, expenses and liabilities arising out of or relating to AlphaPoint Global’s gross negligence or willful misconduct in the current or future value performance of UBL or its duties under this Agreement. Indemnified Persons may enforce the warrants described indemnity and limitation of liability terms 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 this clause as if they had been parties to UBL this Agreement in accordance with respect theretoNew York law governing contractual matters.

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 Talent hereby represents and warrants that: that (i) it Talent has the full right, power right and authority to enter into this Agreement and furnish the services of Talent as required hereunder and grant to perform this AgreementNetwork the rights granted hereunder including, but not limited to, in the Results and Proceeds; (ii) it all material, suggestions and ideas of every kind furnished by Talent in connection with Talent’s services (collectively, “Material”) is not under any restriction or obligation that may and will be wholly original with Talent and no part thereof is or will impair be taken from, based upon, or adapted from any other work (other than material specifically furnished to Talent by Network or material in the public domain) and such party's full performance of this Agreement; Material, and (iii) it all services rendered by Talent hereunder, shall comply with Network’s rules and policies and shall not at violate or infringe upon any time do right of any kind or authorize nature whatsoever of any person or entity including, without limitation, any copyright or right of privacy or publicity; (iii) this Agreement is not and will not be subject to do anything inconsistent with, any claim against Network for fees or anything that might diminish, impair commissions by any agent or interfere with representative of Talent or any of other person; and (iv) Talent has obtained and will maintain at all times during the other party's rights Service Term (and any extension thereof) any and all work permits and immigration clearances necessary to enable Talent to perform Talent’s services hereunder. (b) Each party hereto Network hereby represents and warrants that it has full right and authority to enter into this Agreement and written materials supplied by Network to Talent shall not infringe upon the rights of any third party. (c) Talent hereby agrees to at all times defend and indemnify Network and hold the other and its memberstheir respective parent companies, employees, attorneys, agents, successorssubsidiaries, affiliates, assigns licensees or assigns, from any and licensees harmless against any claimall claims, liabilitydamages, cost or other liabilities, (including, without limitation, reasonable counsel fees and expenses (including attorneys' and accountants' fees reasonably incurreddisbursements) arising out of or in connection with any breach or alleged breach by Talent of this Agreement the indemnifying partyAgreement. In Network xxxxxx agrees to at all times defend and indemnify Talent from any and all third party claims, damages, or other liabilities, (including, without limitation, reasonable outside counsel fees and disbursements) arising out of or in connection with any breach or alleged breach by Network of this regardAgreement. If it so elects, the indemnified party shall not settle any claim without first notifying have the rights at its sole cost to engage its own counsel in connection with such claims or may assume defense on its own behalf in the event the indemnifying party fails to adequately defend or if the indemnified party’s insurance carrier requires that such carrier defends any claim as a condition of coverage. The obligations under this paragraph shall survive the terms termination or expiration of any proposed settlement and obtaining its consent theretothis Agreement. (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. [***] Confidential treatment has been requested for the bracketed portion6.1. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (a) Each party hereto represents and warrants to the other that: (i) it has the full right, power and authority to enter into this Agreement and to perform this Agreementgrant the rights granted herein; (ii) it is the sole owner or is a valid licensee of its respective service(s) and all content contained therein and has secured all necessary licenses, consents and authorizations with respect to use of such content and all elements thereof to the full extent contemplated herein, and that such content does not under infringe the Intellectual Property Rights of third parties; (iii) its Intellectual Property Rights provided to the other party hereunder will not infringe on any restriction copyright, trademark, U.S. patent or other Intellectual Property Rights of any third party; (iv) it will comply with all applicable laws, rules and regulations in performing its obligations hereunder; and (v) to the extent that it provides the other party with any data regarding end users including but not limited to names, emailing and mailing addresses, the receiving party will hold such data confidential and will not use it for any purpose other than as specifically provided herein. Notwithstanding the above, neither party makes any representation or warranty and has no liability or obligation to indemnify the other in connection with open source or publicly available content, including but not limited to that may provided by Wikipedia. 6.2. Each party shall indemnify, defend and hold harmless the other party and its Affiliates and their respective directors, officers, employees and agents against all third party claims or will impair actions, and any liabilities, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys’ fees) related thereto, to the extent same arise out of any alleged breach of such party's full performance ’s representations or warranties contained in Section 6 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 an alleged material breach of this Agreement the indemnifying such 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’s obligations under Section ‎8. (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. [***] 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 Seller represents and warrants thatto Purchaser as follows: (i) that it has the full right, all requisite corporate power and authority to enter into this Amendment and to perform this Agreement; consummate the transactions contemplated hereby, (ii) it is not under any restriction or obligation that may or will impair such party's full performance the execution and delivery of this Agreement; Amendment and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on Seller’s part and no other corporate proceedings, approvals or consents on Seller’s part are necessary to authorize the execution and delivery of this Amendment or to consummate the transactions contemplated hereby, and (iii) it shall not at any time do or authorize any person or entity to do anything inconsistent withthis Amendment has been duly executed and delivered by Seller and, or anything that might diminishassuming due execution and delivery by the Purchaser, impair or interfere constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with any its terms, except as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of the other party's general application affecting enforcement of creditors’ rights hereundergenerally and (B) general principles of equity. (b) Each party hereto agrees Purchaser represents to indemnify Seller as follows: (i) that it has all requisite corporate power and hold authority to enter into this Amendment and to consummate the transactions contemplated hereby, (ii) the execution and delivery of this Amendment and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on Purchaser’s part and no other corporate proceedings, approvals or consents on Purchaser’s part are necessary to authorize the execution and delivery of this Amendment or to consummate the transactions contemplated hereby, (iii) this Amendment has been duly executed and delivered by Purchaser and, assuming due execution and delivery by the Seller, constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its membersterms, employeesexcept as such enforceability may be limited by (A) applicable bankruptcy, attorneysinsolvency, agentsreorganization, successorsmoratorium and other laws of general application affecting enforcement of creditors’ rights generally and (B) general principles of equity, affiliates(iv) the Sale qualifies as a “sale” for purposes of GAAP and the Lease qualifies as an “operating lease” under GAAP, assigns (v) each of CPA:16, any rating agency that provides a rating on Purchaser or the Company or their debt, and licensees harmless against any claimlender participating in any loan provided to the Purchaser to finance the Purchase Price as of the Closing Date shall have been provided with true, liabilitycomplete and accurate information in all material respects with respect to the capitalization of Purchaser and the Company immediately following the Closing and the Sale-Leaseback Transaction, cost and expenses (including attorneys' vi) solely with respect to the capitalization of Purchaser and accountants' fees reasonably incurred) the Company immediately following the Closing and the Sale-Leaseback Transaction, the final offering memorandum distributed by Purchaser in connection with the sale of its senior subordinated notes will not contain any breach untrue statement of a material fact or alleged breach of this Agreement omit to state a material fact necessary in order to make the indemnifying party. In this regardstatements therein, in the indemnified party shall not settle any claim without first notifying the indemnifying party light of the terms of any proposed settlement and obtaining its consent theretocircumstances under which they were made, not misleading. (c) Merchandiser acknowledges that UBL is making no representations and warranties concerning anticipated success Section 7.3 of the UBL Store, Agreement shall be amended to add the amount of compensation payable following clause (f) 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.section:

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 12.1 Licensee represents and warrants that: (ia) it has the full right, power and authority to enter into and to perform this Agreement in accordance with its terms and conditions; (b) It shall take all steps necessary to implement and shall comply with its security obligations set forth in paragraph 10; (c) it shall obtain from the relevant owners, at its own expense, any rights not granted hereunder that are necessary to convert EMI Compositions to Digital Files or to use or distribute Digital Files in accordance with this Agreement, and to convert the Lyrics of EMI Compositions into Lyric Files or to display the Lyric Files in accordance with this Agreement (including, without limitation, by acquiring any performance rights, rights in sound recordings embodied in Master Recordings and A/V Master Recordings, and rights to exploit EMI Compositions embodied in A/V Master Recordings as Limited Video Downloads and On-Demand Video Streams); and (d) Licensee’ conversion of EMI Compositions into Digital Files and the Lyrics of EMI Compositions Into Lyric Files, the reproduction, distribution and/or display thereof, and the Service and the operation thereof (including the display or other transmission of advertisements either alone or in connection with the exploitation of sound recordings, musical compositions, lyrics and/or other content) (i) do not and shall not, to the best of Licensee’ knowledge, infringe upon or violate the intellectual property rights, privacy or publicity rights, or other rights of any third party, (ii) it is not under any restriction or obligation that may or will impair such party's full performance of this Agreement; comply with all applicable laws, rules and regulations, and (iii) it shall not at result in any time do or authorize any person or entity liability whatsoever to do anything inconsistent withEMI. 12.2 EMI represents and warrants that it has the full right, or anything that might diminishpower and authority to enter into this Agreement and perform its obligations hereunder, impair or interfere with any of the other party's and to grant to rights granted to Licensee hereunder. (b) Each party hereto 12.3 Licensee agrees to indemnify indemnify, defend and hold the other harmless EMI, (“Indemnitee”) from and its members, employees, attorneys, agents, successors, affiliates, assigns and licensees harmless against any claimlosses, liabilityinjuries, cost damages, claims, expenses and expenses costs (including without limitation reasonable attorneys' and accountants' fees reasonably incurred’ fees) in connection with (“Claims”) incurred or suffered by Indemnitee, arising from any third-party actions, claims, suits or legal proceedings of any kind, caused by, arising from or related to: (a) Licensee’ failure to perform any of its obligations under this Agreement and/or any breach or alleged breach of this Agreement any representation, warranty or covenant hereunder; (b) the indemnifying party. In this regard, the indemnified party shall not settle any claim without first notifying the indemnifying party operation of the terms of any proposed settlement and obtaining its consent thereto. Service or Licensee’ business; (c) Merchandiser acknowledges that UBL is making no representations and warranties any complaints or allegations of a User or other Licensee customer concerning anticipated success of the UBL StoreLicensee, the amount Service, or any Digital File or Lyric File; and (d) any acts or omissions of compensation payable any Licensee employee or agent. EMI shall promptly notify Licensee in writing of any Claim and allow Licensee to Merchandiser hereundercontrol the defense thereof; provided that (i) defense counsel for such Claims shall be subject to EMI’s prior written approval, (ii) EMI may, at its option and expense, participate and appear on an equal footing with Licensee in such Claim, and (iii) Licensee may not settle such Claim without EMI’s prior written approval. 12.4 EMI agrees to indemnify, defend and hold harmless Licensee, its respective officers, employees and agents, (collectively, the “Licensee Indemnitees”) from and against any losses, injuries, damages, claims, expenses and costs (including without limitation reasonable attomeys’ fees) (“Claims”) incurred or suffered by any Licensee Indemnitee, arising from any third-party actions, claims, suits or legal proceedings of any kind, caused by, arising from or related to: (a) EMI’s failure to perform any of its obligations under this Agreement and/or any breach or alleged breach of any representation, warranty or covenant hereunder and (b) any acts or omissions of any EMI employee or agent. Licensee shall promptly notify EMI in writing of any Claim and allow EMI to control the current or future value of UBL or the warrants described defense thereof; provided that (i) defense counsel for such Claims shall be subject to Licensee’ prior written approval, (ii) Licensee may, at its option and expense, participate and appear on an equal footing with EMI in paragraph 3 above. Likewisesuch Claim, 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(iii) EMI may not settle such Claim without Licensee’ prior written approval.