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.
b. Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. The licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Producer which was not affirmatively disclosed by Producer to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Producer to Licensee.
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-d...
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.
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.
Warranties, Representations, and Indemnification a. Each Party warrants and represents that: (i) it is free to enter into this Agreement; (ii) it is not subject to any conflicting obligations or any legal disability which may prevent or interfere with the its obligations under this Agreement, or any of the rights granted herein; and (iii) in the event that a third party’s consent is necessary for a Party to complete its obligations herein, such Party has obtained that consent.
b. Producer warrants and represents that it will perform the Services in a professional manner, and any material it provides to Client has been prepared by Producer and, to the best of Producer’s knowledge, does not contain any defamatory material or infringe upon the rights of any third party, including but not limited to any intellectual property rights or rights of privacy or publicity. Producer indemnifies, defends, and holds Client harmless from and against any and all third-party claims and related losses, damages, liabilities, costs, and expenses, including, without limitation, legal expenses and reasonable attorneys’ fees, arising out of the breach of any warranty or representation made by Producer xxxxxxxxx, including any claims which, if true, would constitute such a breach. This indemnification does not include losses, damages, liabilities, costs, or expenses arising out of fraud, gross negligence, or the willful misconduct of Client.
c. Client warrants and represents that any material it provides to Producer has been prepared by Client and does not contain any defamatory material or infringe upon the rights of any third party, including but not limited to any intellectual property rights or rights of privacy or publicity. Client indemnifies, defends, and holds Producer harmless from and against any and all third-party claims and related losses, damages, liabilities, costs, and expenses, including, without limitation, legal expenses and reasonable outside attorneys’ fees, arising out of any breach of any warranty or representation made hereunder, including any claims which, if true, would constitute such a breach. This indemnification does not include losses, damages, liabilities, costs, or expenses arising out of fraud, gross negligence, or the willful misconduct of Producer.
Warranties, Representations, and Indemnification. 10.01. You hereby warrant and represent that:
(a) You are a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. You have the full right, power and authority to enter into and fully perform this Agreement and to grant the rights herein granted.
(b) Throughout the Term hereof, you shall continue to function as a record label, to sign new recording artists and to record, release and market new recordings in a manner and at a level comparable to that existing at the time of execution hereof and during the one year period prior thereto.
(c) The Material embodied in the Records, the Recordings and the packaging therefor and all other items supplied by you for use by Distributor hereunder will not violate any law or infringe upon the rights of any other Person. As used herein, "Material" shall mean and include, without limitation, all Recordings and other recorded material, all musical compositions, names, logos, trademarks, service marks and trade names, biographical information, photographs and likenesses, artwork and packaging materials, and all other musical, dramatic, artistic and literary materials, ideas and intellectual properties.
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. Licensor warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements.
Warranties, Representations, and Indemnification. 8.1 The Client warrants, represents and undertakes that:
8.1.1 it has, and will continue to hold, all consents, authorizations, licenses, permissions and regulatory approvals necessary to enter into the Agreement, undertake its obligations as set out herein and grant the rights granted hereunder;
8.1.2 in performing its obligations under the Agreement, it will comply with all Applicable Laws and Government Restrictions;
8.1.3 it has, and will continue to have, all necessary rights in and to the Client Materials, including any and all Intellectual Property Rights in such Client Materials, and any other materials made available by the Client to the Publisher or which are otherwise necessary to perform the Publisher’s obligations under the Agreement;
8.1.4 the Client Materials comply with the Technical Specification and the White Paper Requirements;
8.1.5 none of and nothing in the Client Materials shall bring the Publisher into disrepute or is likely to or will cause material damage to the reputation, standing and/or goodwill of the Publisher;
8.1.6 none of and nothing in the Client Materials is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, is liable to incite racial hatred or acts of terrorism, menacing, blasphemous, violates any right of privacy, infringes any Intellectual Property Rights of any third party, infringes any duty of confidentiality, violates any contract, express or implied, or is otherwise unlawful; and
8.1.7 all written information (including, but not limited to the Client Materials) provided to the Publisher is true, accurate, comprehensive, not misleading, in good English at the time provided to the Publisher and shall remain so in all material respects.
8.2 If, during the Term, any Government Restriction is enacted, levied or imposed which impacts the provision of the Publisher Services, whether in whole or in part, (“Publisher Restriction”) the Client warrants that it shall obtain and maintain all applicable consents, authorizations, licenses, permissions and regulatory approvals necessary for the Publisher to continue to provide the Publisher Services and/or to remove such Publisher Restriction. The Publisher shall not be liable to the Client or be in breach for any delay or prevention in performing any of its obligations under the Agreement arising from or attributable to a Publisher Restriction, which shall not excuse the Client from its payment or other obligations owing by it to the Publisher under...
Warranties, Representations, and Indemnification. 12.1 Optex represents and warrants that:
12.1.1 it is the owner of the Optex Patents and Know-How and has the right to license the Optex Patents and Know-How free of any lien or encumbrance;
12.1.2 it has not assigned or conveyed any interest in the Patent Rights or Know-How which may be inconsistent with the rights granted hereunder;
12.1.3 it has no actual knowledge that the manufacture, use, sale, offering for sale or importation of Optex Critical Technology as practiced in Catarex Products will infringe any valid and enforceable United States or foreign patent.
12.1.4 it is not aware that any third party is infringing the Optex Patents; and
12.1.5 it has prosecuted all patent applications within the Optex Patents in good faith and has no reason to believe that any Optex Patents would be invalid or would be held to be unenforceable by a court of competent jurisdiction.
Warranties, Representations, and Indemnification. 12.1 The Client warrants, represents and undertakes that:
12.1.1 it has, and will continue to hold, all consents, authorisations, licences, permissions and regulatory approvals necessary to enter into the Agreement, undertake its obligations as set out herein and grant the rights granted hereunder;
12.1.2 in performing its obligations under the Agreement, it will comply with all Applicable Laws and Government Restrictions.
12.2 The Client shall, indemnify and keep indemnified the Publisher in full and hold it harmless on demand from and against any and all losses (including any direct, indirect or consequential losses, loss of profit and loss of reputation), claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands, legal and other professional costs (calculated on a full indemnity basis) incurred by, awarded against, suffered by or agreed to be paid by the Publisher arising out of or in connection with the Client’s breach of clause 12.1 and in respect of any actual or alleged infringement of any Intellectual Property Rights of the Publisher (including but not limited to its breach of clause 11.5).
Warranties, Representations, and Indemnification. 3.01 You warrant and represent the following:
(a) You are authorized, empowered and able to enter into and fully perform its obligations under this agreement. Neither this agreement nor the fulfillment thereof by any party infringes upon the rights of any third party.
(b) The use and/or embodiment by Razorfish in the Work of any materials provided by You to Razorfish hereunder shall not violate or infringe upon the rights of any third party.
(c) You shall be solely responsible for and shall pay all sums due to any third parties entitled to receive any payments in connection with materials provided by You to Razorfish hereunder and/or materials which You require Razorfish to obtain for display and/or digital transmission in the Work.
(d) You agree to and do hereby indemnify, save and hold Razorfish harmless of and from any and all liability, loss, damage, cost or expenses (including reasonable attorneys' fees) arising out of or connected with any breach or alleged breach of this agreement or any claim which is inconsistent with any of the warranties or representations made by You in this agreement, and agree to reimburse Razorfish on demand for any payment made or incurred by Razorfish with respect to any of the foregoing.
3.02 Razorfish warrants and represents the following:
(a) Razorfish is authorized, empowered and able to enter into and fully perform its obligations under this agreement. Neither this agreement nor the fulfillment thereof by any party infringes upon the rights of any third party.
(b) Razorfish shall be solely responsible for and shall pay all sums due to any third parties entitled to receive any payments in connection with materials embodied in the Work by Razorfish other than as provided and/or instructed by You as described in paragraph 3.01(c) above.
(c) The Work (other than content contributed by You) and all work prepared by Razorfish hereunder will be the original work of Razorfish.
(d) The Work (other than content contributed by You) and all materials and methodologies used by Razorfish in performing its services hereunder will not knowingly (i) invade the right of privacy or publicity of any third person, (ii) contain any libelous, obscene, indecent or otherwise unlawful material, or (iii) infringe any patent, copyright, trademark, trade secret or other proprietary right in any jurisdiction or otherwise contravene any rights of any third person.
(e) When delivered, the Work will be free of any disabling code or other device ("Dis...
