Warranties, Representations, Covenants and Indemnities. (a) Cinram warrants, represents and/or covenants, as the case may be, that: (i) Cinram has the right, power and authority to enter into and fully perform this Agreement and to legally bind those entities on behalf of which it is entering into this Agreement; (ii) no agreement of any kind heretofore entered into by Cinram shall interfere in any manner with the complete performance of this Agreement; (iii) subject to WMI’s warranties and representations set forth below, any items prepared by or otherwise furnished by Cinram hereunder in connection with Components or Products (and the manufacture, sale, offer for sale, import, and export, and use thereof) and Cinram’s performance of Manufacturing and Distribution Services and Transition Services hereunder will not violate any law or infringe upon the rights of any party; and (iv) no Inventory, Products, Components or Source Materials are or shall be subject to any security interest, lien, claim, assignment, transfer, pledge, hypothecation or other encumbrance (excluding any security interests held or otherwise placed by WMI in or on such materials).
(b) Cinram agrees to and does hereby indemnify, save and hold WMI and its Affiliates, and each of their respective officers, directors and employees (collectively, for the purposes of this Section 3(b) only, “WMI”) harmless to the maximum extent permitted by law from any and all loss and damage (including court costs and reasonable attorneys’ fees as and when incurred) arising out of, connected with or as a result of: (i) any inaccuracy, inconsistency with, failure of, or breach or threatened breach by Cinram, any other member of the Cinram Group, or any Approved Subcontractor or other subcontractor of any of the foregoing, of any warranty, representation, agreement, undertaking or covenant contained in this Agreement; and/or (ii) any and all damages or injuries of any kind or nature whatsoever (including death resulting therefrom) to any persons, whether employees of Cinram or otherwise, and to any property caused by, resulting from, arising out of or occurring in connection with the execution of the work under this Agreement (including as a result of any product liability claims), whether such damages or injuries are or are alleged to be based upon Cinram’s active or passive negligence or participation in the wrong or upon any breach of any statutory duty or obligation on the part of Cinram (except to the extent such damages or injuries directly result from any ...
Warranties, Representations, Covenants and Indemnities. (a) Company warrants, represents and/or covenants, as the case may be, that: (i) Company has the right, power and authority to enter into and fully perform this Agreement; (ii) no agreement of any kind heretofore entered into by Company shall interfere in any manner with the complete performance of this Agreement; and (iii) subject to WEA’s rights in the Products and Components and WEA’s warranties and representations set forth below, any items prepared by or otherwise furnished by Company in connection with Components or Products and Company’s performance of Services hereunder will not violate any law or infringe upon the rights of any party.
(b) Company agrees to and does hereby indemnify, save and hold WEA and its affiliates, and each of their respective officers, directors and employees (collectively, for the purposes of this Paragraph 9(b) only, “WEA”) harmless to the maximum extent permitted by law from any and all loss and damage (including court costs and reasonable attorneys’ fees and when incurred) arising out of, connected with or as a result of: (i) any inaccuracy, inconsistency with, failure of, or breach or threatened breach by Company of any warranty, representation, agreement, undertaking or covenant contained in this Agreement; and/or (ii) any and all damages injuries of any kind or nature whatsoever (including death resulting therefrom) to any persons, whether employees of Company or otherwise, and to any property caused by, resulting from, arising out of or occurring in connection with the execution of the work under this Agreement (including as a result of any products liability claims), whether such damages or injuries are or are alleged to be based upon Company’s active or passive negligence or participation in the wrong or upon any breach of any statutory duty or obligation on the part of Company (except to the extent such damages or injuries directly result from any act of WEA’s employees located at Company’s facilities and are not otherwise covered by the property insurance Company is required to maintain hereunder as set forth on Schedule F hereto, or result from a breach of any warranty, representation, agreement, undertaking or covenant of WEA contained herein). The foregoing indemnity shall be applicable only to such claims as have been reduced to judgment or settled with Company’s written approval. WEA shall give Company prompt notice of any claim to which the foregoing indemnity applies and Company shall assume the defense of...
Warranties, Representations, Covenants and Indemnities. (a) Writer hereby warrants, represents, covenants and agrees that:
(i) Writer has the full right, power, and authority to enter into and perform this agreement and sell, assign, convey, grant and transfer the Subject Compositions to Publisher all the rights herein set forth, free and clear of any and all claims, rights, encumbrances and obligations whatsoever. Writer will immediately give notice to Publisher of any claim in connection with any Subject Composition. As of the date hereof, Writer neither knows of any such claim, nor has any information which, upon reasonable inquiry, would cause Writer to learn of any such claim;
(ii) The Subject Compositions and Subject Masters and all rights and copyrights therein are Writer’s sole property, free from any claims whatsoever by any Person. Prior to the execution of this agreement, Writer has received no notice of any such claim, nor is Writer aware of any such claim. The Subject Compositions and Subject Masters are new, original, and are capable of copyright protection throughout the Territory; neither the Subject Compositions nor the Subject Masters nor any parts thereof are an imitation or copy of, or infringe upon, any other material, or violate or infringe upon any common law, statutory, or other rights of any party, including, without limitation, contractual rights, copyrights and rights of privacy;
(iii) Writer has not sold, assigned, leased, licensed or in any other way disposed of or encumbered the Subject Compositions or Subject Masters or any of the rights herein granted to Publisher. Writer has not sold, assigned, leased, licensed or in any other way disposed of or encumbered the Subject Masters in contravention of the rights granted herein to Publisher;
(iv) Writer shall not take or authorize or permit to be taken any action (nor fail to take any required action) in derogation of Publisher’s rights hereunder;
(v) There are (and will not be during the Term or Retention Period) no advances or charges made by any Society, any record label or record distributor, or any other third party which are recoupable from or chargeable against income derived from any use of the Subject Compositions or Subject Masters;
(vi) Writer has not, nor has any third party on Writer’s behalf, collected any income (excluding the “songwriter’s share” of public performance royalties) arising in the Territory in connection with the Subject Compositions or Subject Masters at any time prior to the commencement of the Term (exce...
Warranties, Representations, Covenants and Indemnities
