By Motorola. Motorola hereby represents and warrants to Licensor that Motorola: (i) has the power and authority to enter into and perform its obligations according to the terms of this Agreement; (ii) has no restrictions that would impair its ability to perform its obligations contemplated by this Agreement; and (iii) has not and will not enter into any agreement that is inconsistent with its obligations hereunder.
By Motorola. Subject to the conditions set forth in Section 14.8 and 14.10 hereto, Motorola will defend at its own expense any action brought against NetSpeak by a third party, to the extent that the claim is based solely on an assertion that a Motorola RF Product or Derivative Work of a NetSpeak Product infringes a patent or copyright, or violates a trade secret. Motorola will pay any costs and damages finally awarded against NetSpeak in any such action which are attributable to any such claims, including reasonable attorneys' fees and expenses. Motorola's obligations under this provision are subject to the conditions that: (a) NetSpeak promptly notifies Motorola in writing of any such claim, and (b) Motorola will have sole control of such defense and all negotiations for any settlement or compromise, although Netspeak may participate in the same at its own expense.
By Motorola. Motorola agrees to indemnify, hold harmless and defend SBBC, and its employees from any and all claims, judgments, costs, and expenses including, but not limited to, reasonable attorney’s fees, reasonable investigative and discovery costs, court costs and all other sums which SBBC, its agents, servants and employees may pay or become obligated to pay on account of any, all and every claim or demand, or assertion of liability, or any claim or action founded thereon, arising or alleged to have arisen out of the products, goods or services furnished by Motorola, its agents, servants or employees; the equipment of Motorola, its agents, servants or employees while working on such equipment on premises owned or controlled by SBBC; or the negligence of Motorola or the negligence of Motorola’s agents when acting within the scope of their employment, whether such claims, judgments, costs and expenses are for damages, damage to SBBC’s tangible property, and injury or death of any person.
By Motorola. Motorola hereby represents and warrants to PTN Media that Motorola: (i) has the power and authority to enter into and perform its obligations according to the terms of this Agreement; (ii) has no restrictions that would impair its ability to perform its obligations contemplated by this Agreement; and (iii) has not and will not enter into any agreement that is inconsistent with its obligations hereunder.
By Motorola. Motorola shall not, during the term of this Agreement and for a period of six (6) months following the termination or expiration of this Agreement, manufacture or have manufactured, sell or have sold, or distribute or have distributed a faceplate and/or a battery door for use with Motorola's i50sx(TM) cellular phone that includes the name, image and/or likeness of any pop music female recording artist whose recordings are primarily purchased by consumers in the fifteen (15) to twenty (20) age group, without first obtaining PTN Media's prior written consent thereto.
