Common use of Warranties, Representations, and Indemnification Clause in Contracts

Warranties, Representations, and Indemnification. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose. {SAMPLES_DEFINITION} Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

Appears in 4 contracts

Samples: Non Exclusive Beat Licensing Agreement, Non Exclusive Beat Licensing Agreement, Non Exclusive Beat Licensing Agreement

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Warranties, Representations, and Indemnification. a. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose. {SAMPLES_DEFINITION} . b. No 3rd party samples that would require clearance were used. c. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-non- defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

Appears in 4 contracts

Samples: Non Exclusive Unlimited Lease Notv License Agreement, Non Exclusive Unlimited Lease W/Tv License Agreement, Non Exclusive Unlimited Lease Notv License Agreement

Warranties, Representations, and Indemnification. a. Licensee hereby acknowledges and agrees that Licensor has not made any guarantees representations or promises warranties that the Beat fits Track will be suitable for the particular specific creative use or musical purpose intended that Licensee has in mind or desired by the Licenseedesires. The BeatLicensee is granted an "as is" license to use the Track, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without any implied warranties of any kind or fitness conditions about its suitability for a particular purpose. {use. b. (SAMPLES_DEFINITION} Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as ) c. The parties to this agreement are actually incurred by the non-defaulting party and shall required to hold the non-defaulting party, other party free, safe, and harmless against and from any and all claims, suitsactions, demands, costs, liabilities, loss, damages, judgments, recoveries, costscharges, and expensesexpenses made by third parties that the non- defaulting party actually incurs; (including, without limitation, reasonable attorneys' fees), which may be made or paid, brought, paid, or incurred by reason of any breach and or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, successors, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of resulting from any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

Appears in 3 contracts

Samples: Non Exclusive License Agreement, Non Exclusive License Agreement, Non Exclusive License Agreement

Warranties, Representations, and Indemnification. a. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness fitness for a particular purpose. {SAMPLES_DEFINITION} . b. No 3rd party samples that would require clearance were used. c. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final final judgment; provided that prior to final final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

Appears in 2 contracts

Samples: Non Exclusive Unlimited Lease W/Tv License Agreement, Non Exclusive Unlimited Lease Notv License Agreement

Warranties, Representations, and Indemnification. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose. {SAMPLES_DEFINITION} Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

Appears in 1 contract

Samples: Non Exclusive License Agreement

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Warranties, Representations, and Indemnification. 1. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose. 2. {SAMPLES_DEFINITION} } 3. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

Appears in 1 contract

Samples: Non Exclusive License Agreement

Warranties, Representations, and Indemnification. a. (SAMPLES_DEFINITION) b. Licensee hereby agrees acknowledges that Licensor has not made any guarantees or promises assured them that the Beat fits Master will be suitable for the particular creative use specific artistic or musical purpose intended use they have in mind or desired by the Licenseedesire. The BeatLicensee is given the Master, its sound recording, and the underlying musical composition embodied Composition contained therein are licensed to the Licensee “"as is" without warranties any implied guarantees of any kind merchantability or fitness suitability for a particular purpose. {SAMPLES_DEFINITION} Parties Additionally, Licensee acknowledges and agrees that the Composition created by the Licensor may have previously been licensed on a non- exclusive basis to third parties. c. Any licenses granted by the Licensor prior to this agreement will continue to be valid and unaffected by it. Licensee renounces any rights it may have against the Licensor for any earlier licensing for the composition. Furthermore, the Licensee promises that they will not file any lawsuits for the non-exclusive use of the composition by third-party licensees. d. The parties hereto shall indemnify and agree to hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; expenses (including, without limitation, reasonable outside attorneys' fees), which may be made or broughtarise from any third-party claims, paidliabilities, costs, losses, damages, or expenses that are actually incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the non-defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expenseexpense before final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by the defaulting party to perform any obligations on its part to be performed hereunder. In no event Any breach or failure to comply with any condition of this agreement shall Artist be entitled not, under any circumstances, give Licensee the right to seek injunctive an injunction or any other kind of equitable relief for any breach or non-compliance with any provision of this agreementrelief.

Appears in 1 contract

Samples: Exclusive License Agreement

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