Common use of Representations and Warranties; Indemnity Clause in Contracts

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. (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 ADNMADNM and/or in connection with the breach by ADNM of any Store Agreement. In thisthis 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 ADNM is making no representations and warranties concerning anticipated success of the Stores, the amount of compensation payable to Merchandiser hereunder, and/or the current or future value of ADNM or the warrants described in paragraph 8 above. Likewise, ADNM