Representations, Warranties and Indemnity. a. Famjams represents, warrants and certifies that (i) Famjams has the full right and authority to enter into this Agreement and to perform all obligations hereunder; (ii) Famjams will cooperate with Invicta Watch Company of America, Inc. to grant all rights in the Trademark(s) and intellectual property to be pledged as collateral for the benefit of IMBI; (ii) Famjams has obtained all authorizations, permissions and consents and paid all fees and other charges necessary for Famjams to enter into and perform this Agreement; and (iii) neither this Agreement nor the grant of rights or performance by Famjams hereunder will conflict with nor violate any commitment to, or agreement or understanding Famjams has, or will have with, any other person or entity. b. Famjams (including its agents, representatives, and contractors) agrees to defend, hold harmless and indemnify IMBI, its directors, employees, affiliates, successors, assigns, agents and customers from and against any and all actual or threatened third-party disputes, claims, actions, suits, proceedings, (each, a “Claim”) costs, liability, damages and expenses (including, but not limited to, reasonable attorney’s fees, costs and expenses)(each a “Loss”) whether or not well founded in law or fact, which arise out of or are directly or indirectly related to Famjams’ (i) violation or alleged violation of any of the representations and warranties herein or provisions of this Agreement; (ii) liability associated with the Products; and (iii) gross negligence or willful misconduct. Regardless of when the Loss occurs or the Claim is asserted, IMBI shall have the right to select counsel to conduct, and shall control, any defense subject to this provision.
Appears in 2 contracts
Samples: Vendor Exclusivity Agreement (Invicta Media Investments, LLC), Vendor Exclusivity Agreement (iMedia Brands, Inc.)
Representations, Warranties and Indemnity. a. Famjams Invicta represents, warrants and certifies that (i) Famjams Invicta has the full right and authority to enter into this Agreement and grant all rights, including but not limited to all rights in the Trademark(s) and intellectual property, and to perform all obligations hereunder; (ii) Famjams will cooperate with Invicta Watch Company of America, Inc. to grant all rights in the Trademark(s) and intellectual property to be pledged as collateral for the benefit of IMBI; (ii) Famjams has obtained all authorizations, permissions and consents and paid all fees and other charges necessary for Famjams Invicta to enter into and perform this Agreement; and (iii) neither this Agreement nor the grant of rights or performance by Famjams Invicta hereunder will conflict with nor violate any commitment to, or agreement or understanding Famjams Invicta has, or will have with, any other person or entity.
b. Famjams Invicta (including its agents, representatives, and contractors) agrees to defend, hold harmless and indemnify IMBI, its directors, employees, affiliates, successors, assigns, agents and customers from and against any and all actual or threatened third-party disputes, claims, actions, suits, proceedings, (each, a “Claim”) costs, liability, damages and expenses (including, but not limited to, reasonable attorney’s fees, costs and expenses)(each a “Loss”) whether or not well founded in law or fact, which arise out of or are directly or indirectly related to Famjams’ Invicta’s (i) violation or alleged violation of any of the representations and warranties herein or provisions of this Agreement; (ii) liability associated with the Products; and (iii) gross negligence or willful misconduct. Regardless of when the Loss occurs or the Claim is asserted, IMBI shall have the right to select counsel to conduct, and shall control, any defense subject to this provision.
Appears in 2 contracts
Samples: Confidential Vendor Exclusivity Agreement (Invicta Media Investments, LLC), Vendor Exclusivity Agreement (iMedia Brands, Inc.)
Representations, Warranties and Indemnity. a. Famjams Vendor represents, warrants and certifies that (i) Famjams Vendor has the full right and authority to enter into this Agreement and grant all rights, including but not limited to all rights in the Trademark(s), and to perform all obligations hereunder; (ii) Famjams will cooperate with Invicta Watch Company of America, Inc. to grant all rights in the Trademark(s) and intellectual property to be pledged as collateral for the benefit of IMBI; (ii) Famjams Vendor has obtained all authorizations, permissions and consents and paid all fees and other charges necessary for Famjams Vendor to enter into and perform this Agreement; and (iii) neither this Agreement nor the grant of rights or performance by Famjams Vendor hereunder will conflict with nor violate any commitment to, or agreement or understanding Famjams Vendor has, or will have with, any other person or entity; and (iv) Spokesperson is Vendor’s agent, and Vendor has the authority and right to bind Spokesperson to the obligations set forth in this Agreement.
b. Famjams Vendor (including its agents, representatives, and contractors) agrees to defend, hold harmless and indemnify IMBICompany, its directors, employees, affiliates, successors, assigns, agents and customers from and against any and all actual or threatened third-party disputes, claims, actions, suits, proceedings, (each, a “Claim”) costs, liability, damages and expenses (including, but not limited to, reasonable attorney’s fees, costs and expenses)(each a “Loss”) whether or not well founded in law or fact, which arise out of or are directly or indirectly related to Famjams’ (i) Vendor’s violation or alleged violation of any of the covenants, representations and warranties herein or provisions of this Agreement; (ii) liability associated with the Products; and (iii) gross negligence or willful misconductherein. Regardless of when the Loss occurs or the Claim is asserted, IMBI Company shall have the right to select counsel to conduct, and shall control, any defense subject to this provision.
Appears in 1 contract
Samples: Vendor Agreement (EVINE Live Inc.)
Representations, Warranties and Indemnity. a. Famjams Vendor represents, warrants and certifies that (i) Famjams Vendor has the full right and authority to enter into this Agreement and grant all rights, including but not limited to all rights in the Trademark(s), and to perform all obligations hereunder; (ii) Famjams will cooperate with Invicta Watch Company of America, Inc. to grant all rights in the Trademark(s) and intellectual property to be pledged as collateral for the benefit of IMBI; (ii) Famjams Vendor has obtained all authorizations, permissions and consents and paid all fees and other charges necessary for Famjams Vendor to enter into and perform this Agreement; and (iii) neither this Agreement nor the grant of rights or performance by Famjams Vendor hereunder will conflict with nor violate any commitment to, or agreement or understanding Famjams Vendor has, or will have with, any other person or entity.
b. Famjams Vendor (including its agents, representatives, and contractors) agrees to defend, hold harmless and indemnify IMBICompany, its directors, employees, affiliates, successors, assigns, agents and customers from and against any and all actual or threatened third-party disputes, claims, actions, suits, proceedings, (each, a “Claim”) costs, liability, damages and expenses (including, but not limited to, reasonable attorney’s fees, costs and expenses)(each a “Loss”) whether or not well founded in law or fact, which arise out of or are directly or indirectly related to Famjams’ (i) Vendor’s violation or alleged violation of any of the covenants, representations and warranties herein or provisions of this Agreement; (ii) liability associated with the Products; and (iii) gross negligence or willful misconductherein. Regardless of when the Loss occurs or the Claim is asserted, IMBI Company shall have the right to select counsel to conduct, and shall control, any defense subject to this provision.
Appears in 1 contract