REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 3.1 Each Party hereby represents and warrants to the other Party that, as of the date this Contract Amendment No. 5 is signed and as of the Effective Date of this Contract Amendment No. 5:
WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS 6.1. The Supplier warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period that:
REPRESENTATIONS, WARRANTIES, AND AGREEMENTS Section 6.01.
Warranties and Representations The Contractor warrants and represents that:
Representations Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:
Representations, Warranties and Indemnities You represent and warrant to Prime Publishing and its Affiliates that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Paragraphs 3 and 5 above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to Prime Publishing by you, and Prime Publishing's and its Affiliates' exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by Prime Publishing and its Affiliates as permitted hereunder, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, and (f) all factual statements submitted by you are accurate and not misleading. You agree to indemnify, defend, and hold Prime Publishing and its Affiliates harmless from all claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from your breach of any representation or warranty set forth in this paragraph. 8)