Warranties a. Licensor warrants and represents that it (i) has the power and authority to enter into and perform this Standard License Agreement; (ii) owns or controls exclusively all rights herein granted in the Picture(s) to Licensee; and (iii) to the best of its knowledge and belief no Picture as delivered violates or infringes upon the copyright or common law rights or the literary, dramatic motion picture or other rights of any person or entity or constitutes a libel or defamation of, or invasion of, the rights of privacy or publicity or infringes upon the copyright, trademark, trade name or patent of any person or entity.b. Licensee warrants and represents that it (i) has the power and authority to enter into and perform the Standard License Agreement; (ii) shall exploit the Picture(s) only by the Licensed Rights assigned herein within the License Period and the Territory;
Warranties. Licensor warrants and represents that it owns exclusively, or is the exclusive licensee, of all of the television exhibition rights herein specified in each Program and that Licensor has the right to enter into and perform this Agreement and to grant Licensee the rights and license herein provided. Licensor shall not be liable for damages for breach of any warranty herein made by Licensor unless Licensee provides prompt written notice of claim of breach of warranty and permits Licensor full control of defense and/or settlement of such claim including the right to engage its own counsel, and further provided that Licensee shall not without the written consent of Licensor continue the exhibition of such Program thereafter. Licensee agrees to cooperate fully with Licensor in the defense of adjustment of all claims, and further agrees that Licensor shall not be liable for alleged loss of profits or consequential damages. Licensee represents and warrants that it has the full power and authority to enter into this Agreement and that the performance of its obligations under this Agreement will not conflict with its charter, by-laws or obligation under any other agreement. Licensee further represents and warrants that upon signature hereof, this Agreement will be a valid, binding and enforceable Agreement against it. Should Special Terms specify that Licensee is granted exclusive Rights for the Program(s) in the Territory, Licensor may nevertheless grant rights for the Program(s) to third parties, provided that, as may be the case, the broadcast region for which rights are granted only incidentally lap over the Territory or that the broadcast language and transmission process for which rights are granted differ from those granted to Licensee under provisions of Article 2 here-above or that tapes, discs, DVD or other items deriving from the Program(s) distributed be recorded in another language that the one granted to Licensee. Article 13: Delivery Transmission and other Materials Licensor agrees to deliver the transmission and other materials specified in the Delivery Deal Terms. Delivery of said materials by Licensor to Licensee or to Licensee’s agent, or to a carrier, or to any shipping agent designated by the Licensee shall be deemed as delivery by Licensor to Licensee hereunder and Licensor shall not be liable for any action taken by any such party. Licensee agrees that it will not cause, authorize or permit the duplication, recording or transcription of any o...
Warranties. Revolgy warrants that it will: (a) use reasonable care and skill in complying with its obligations under this Agreement, and (b) ensure provision of the Services in accordance with the principles set out in applicable SLA.
Warranties. The Licensor represents and warrants that it has full power to grant the license under this Agreement and that it has not made any other agreement with third parties which shall interfere with any Licensed Rights licensed under this Agreement. To Licensor’s knowledge, there is no litigation, proceeding or claim pending or threatened against Licensor which may materially adversely affect Licensor’s rights in and to the Picture(s), the copyright pertaining thereto or the rights, licenses and privileges granted to Licensee hereunder. The Licensee shall be directly and solely liable to third parties for any consequence deriving from the Licensee’s acts, errors or omissions. The Licensee shall not make any use of the Picture(s)(s) other than expressly set forth in this Agreement. The Licensee undertakes to do all in its power to protect the exclusive Licensed Rights granted herein. The Licensee shall be personally liable and shall bear all costs for any action taken for the purpose of protecting the exclusivity of the Licensed Rights, and all amounts paid to the Licensee as damages as a result of said action shall pertain to the Licensee. The Licensee shall immediately inform the Licensor of the occurrence and the contents of any such action so as to allow the Licensor to join in the same at Licensor’s sole discretion.
Warranties. Licensor represents and warrants that it has full power to distribute exploitation rights to the Program(s) and that it has not made any other agreement which might interfere with the exploitation of Rights. Licensor shall hold Licensee harmless against any claims, damages, liabilities, costs and expenses, including reasonable counsel fees, arising from actions by third parties with respect to the Rights granted by Licensor hereunder. Licensee shall be directly and solely liable to third parties for any consequence deriving from Licensee’s acts, errors or omissions. Licensee shall not make any use of the Program(s) other than expressly set forth in this Agreement. Licensee undertakes to do all in its power to protect the non-exclusive Rights granted hereunder. Licensee shall be personally liable and shall bear all costs for any action taken for the purpose of protecting the exclusivity of Rights, and all amounts paid to Licensee as damages as a result of said action shall pertain to Licensee. Licensee shall immediately inform Licensor of the occurrence and the contents of any such action so as to allow Licensor to join in the same at Licensor’s sole discretion.
Warranties a. Licensor warrants and represents that it (i) has the power and authority to enter into and perform this Standard License Agreement; (ii) owns or controls exclusively all rights herein granted in the Picture(s) to Licensee; and (iii) to the best of its knowledge and belief no Picture as delivered violates or infringes upon the copyright or common law rights or the literary, dramatic motion picture or other rights of any person or entity or constitutes a libel or defamation of, or invasion of, the rights of privacy or publicity or infringes upon the copyright, trademark, trade name or patent of any person or entity.
Warranties. The Licensor warrants the following: Licensor has all necessary legal and equitable rights, permissions, or clearances to license the Show to the Licensee for the purposes outlined in this Agreement. Licensor is authorized by the production department of the planetarium of Saint-Etienne (producer) for the signing of this license. The use of the Licensed Materials in accordance with the terms of this Agreement shall not infringe the copyright of any third party. Upon delivery, the materials provided will work properly for projection and exhibition. The music and the image licensing have been secured for the Show. The Licensee warrants to take care of all the arrangements regarding the declaration of the exhibit of the Show to the proficient agency of the country which manages the redistribution of copyrighted audiovisual works. Show Musician References XXXXX Xxxx Xxxxxx X-703,886.642.3 / T-703.886.646.7 / T-703.886.648.9 Miscellaneous Provisions Assignment. Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party. Neither party to this Agreement may unreasonably withhold or delay such written consent. Governing Law. The administrative courts located in Saint Etienne, France shall have jurisdiction to hear any dispute under this Agreement.
Warranties. 4. ГАРАНТИИ:
Warranties. 4.1 Subject to the provisions of Clause 5 below, the Licensor warrants, undertakes and agrees that it is entitled to make the grant of rights to the Licensee hereby made and that it has secured all consents necessary for the exercise by Licensee of such rights and to the best of its knowledge and belief the exploitation by the Licensee of the Programme strictly in accordance with the terms of this Agreement will not infringe the rights of any third party.
Warranties. Distributor represents, warrants, covenants and agrees that: