By Marvel/Disney Sample Clauses

By Marvel/Disney. Marvel and Disney hereby grant to Co-Promotion Partner the right, within the Territory(ies) during the Co- Promotion Period set forth in the Agreement, to use the titles, logos, charactersnames and likenesses, creative artwork, copyrights and trademarks from the Property (“Property Elements”), all as provided and approved by Marvel, in connection with the Co-Promotion as set forth in the Agreement. Use of characters’ names and likenesses are subject to any talent agreement restrictions. Marvel retains all rights relating to the Property and Intellectual Property (as defined below) not expressly granted to Co-Promotion Partner hereunder. For the avoidance of doubt, the Property shall not include non-Property related trailers, non-Property related commercials/promotional spots, or any ancillary materials (e.g. short subjects) preceding or following the theatrical exhibition of the Movie or on a Movie DVD, Blu-ray, or other home entertainment media. Notwithstanding the foregoing or anything to the contrary herein, none of the rights granted to Co- Promotion Partner will apply to live event activities, including without limitation theme parks/attractions, cruise ships, traveling exhibitions and/or similar activities.
By Marvel/Disney. Marvel and Disney shall indemnify, defend and hold harmless Co-Promotion Partner from and against any and all Liabilities actually suffered by Co-Promotion Partner arising out of any third party claim that the Property Elements provided by Marvel and/or Disney and used in the manner prescribed by Marvel and/or Disney infringes on the copyright of any third party. Notwithstanding the foregoing, neither Marvel nor Disney gives any warranty or indemnity with respect to any liability or expense arising from any claim that any use of Property on or in connection with Co-Promotion Materials, premiums, or Property Elements infringes any trademark right of any third party, or otherwise constitutes unfair competition.

Related to By Marvel/Disney

Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
General All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
Miscellaneous a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.
WHEREAS highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;
Notices All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:
Definitions As used in this Agreement, the following terms shall have the following meanings:
Termination This Agreement may be terminated at any time prior to the Closing:
Entire Agreement The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:
NOW, THEREFORE the parties hereto agree as follows: