By Disney Sample Clauses

By Disney. Disney shall defend and pay any decision or settlement of claims or claims brought by third parties against Disney, its affiliates, Pixar, any production entity established by Pixar or any of their respective officers, directors, employees, agents or representatives arising from or in connection with the photographs or any ancillary rights relating thereto, or the development, production, distribution, operation or exhibition thereof. , including claims or acts which, whether in order to be charged with an image or any element or part thereof, or its reproduction, distribution, exploitation or exhibition, infringe the copyright, publicity rights or other intellectual property rights of a person or entity, with the exception of those allegations or acts which Pixar is required to defend pursuant to paragraph 14(b). Disney will pay all costs, court costs and external attorneys' fees in connection with any of the previous claims or actions. [*] obtains [*] to [*], which [*] will not be [*] The amounts that Disney has paid to third parties in connection with such claims or actions will be recouped by Disney as [*] as referred to in its members [*]. b. By Pixar. Pixar shall defend and pay any decision or settlement of claims or claims brought by third parties against Disney, its affiliates, Pixar, any production entity established by Pixar or any of their respective officers, directors, employees, agents or representatives arising from or in connection with personal injury, property damage or breach of contract in connection with the development or production of the images, with the exception of any claim or action which relates in whole or in part to the dissemination of the images, , exploitation or exhibition of any of the Photographs or the claim of copyright infringement, publicity rights or other intellectual property rights. Pixar pays costs, court costs and external fees of lawyers in connection with any of the previous claims or claims. [*] obtains [*] to [*] or [*], which [*] will not be [*]. Are. amounts paid by Pixar to third parties in connection with such claims or claims shall be considered [*] and [*] in accordance with the provisions of [*]. 15.
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By Disney. Disney represents and warrants that (i) it has the --------- right, power and authority to enter into this Agreement and to fully perform its obligations under this Agreement; and (ii) the making of this Agreement by it does not violate any agreement existing between Disney and any other party. OTHER THAN THE LIMITED WARRANTIES DESCRIBED ABOVE, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY, DISNEY PRODUCTS, DISNEY SERVICES, THIS AGREEMENT, OR ITS PERFORMANCE HEREUNDER, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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By Disney. Disney agrees to, and shall, indemnify, defend and hold --------- harmless Voxware, and its directors, shareholders, officers, agents, employees, successors and assigns from and against any and all claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including reasonable attorneys' fees and expenses) and other liabilities arising from, in connection with or related in any way to, directly or indirectly, a breach or alleged breach of any of the representations and the warranties set forth in Section 7(b) hereof. Voxware shall promptly notify Disney of any such claim. Disney shall bear full responsibility for the defense (including any settlements); provided, however, that (1) Disney shall keep Voxware informed of the progress of such litigation or settlement; and (2) Disney shall not have any right, without Voxware's written consent, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of Voxware. (c)
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By Disney. If at any time after the Drawing Date either (i) a Termination Event pursuant to Section 9.01(h) or (i) shall occur, or (ii) any other Termination Event shall occur and Disney shall have thereafter failed to act in accordance with the reasonable instructions of the Company with respect to the collection and application of the Tokyo Disneyland Receivables and the Designated Receivables, the Company may or at any time after the Drawing Date and after obtaining the prior written consent of the Company, Disney may appoint a Collection Agent (which shall be the Company, The Hongkong and Shanghai Banking Corporation Limited, Tokyo Branch or an affiliate of any of them) to perform such collection and application functions in substitution for the performance of such functions by Disney. Disney and the Company, to the extent of their respective interests in the Tokyo Disneyland Receivables and the Designated Receivables, hereby authorize the Collection Agent to exercise as their agent the rights and powers conferred upon the Collection Agent in this Agreement.
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By Disney. Disney shall defend, and pay any judgment or settlement of, any claims or actions asserted by any third party against Disney, its Affiliates, Pixar, any production entity established by Pixar or any of their respective officers, directors, employees, agents or representatives, arising out of or in connection with the Pictures or any Ancillary Rights relating thereto, or the development, production, distribution, exploitation or exhibition thereof, including without limitation any claim or actions alleging that any Picture or any element or part thereof, or the reproduction, distribution, exploitation or exhibition thereof, infringes the copyright, publicity rights or other intellectual property rights of any person or entity, other than those claims or actions which Pixar is required to defend under paragraph 14(b). Disney shall pay all expenses, court costs and outside attorneys' fees incurred in connection with any of the foregoing claims or actions. [*] shall obtain [*] to any [*], which [*] shall not be [*]. Any amounts paid to third parties by Disney in connection with such claims or actions shall be recoupable by Disney as [*] as provided in paragraphs [*].
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