GRS Sample Clauses
GRS. GRS represents, warrants, covenants and agrees, as follows:
(i) it has not entered into any oral or written contract or negotiations with any third party which would limit the effectiveness of this Agreement, nor is it aware of any claims or actions which may limit the effectiveness of this Agreement;
(ii) all trademarks, logos, and copyrights which are included with the GRS Property or GRS Services (other than those provided by Company), and other related intellectual property rights used in the GRS Property or GRS Services (other than those provided by Company) will be owned by, and/or exclusively licensed to (except as otherwise disclosed to Company), GRS and to GRS’s knowledge will not infringe or violate any copyrights, trademarks, trade secrets, patents or other proprietary rights of any kind belonging to any third party or violate any right of privacy, right to publicity, misappropriate anyone’s name or likeness or contain any defamatory, obscene or illegal material; and
(iii) it has received (or will receive) and paid for (or will pay for) all necessary rights, clearances, licenses, and releases from third parties regarding the GRS Services and GRS Property (other than those related to Company Marks) so that GRS and Company may use such materials in whole or in part, in connection with the advertising, marketing and, promotion of Company Consumer Products, and in the publishing, airing and broadcast, as the case may be, of the Content.
GRS. GRS shall indemnify, defend and hold harmless Company and its Affiliates and its and their respective members, shareholders, officers, managers, directors, employees, agents, successors, and assigns, as the case may be, from and against Losses, regardless of nature or type of such third party claim, whether actual or alleged, based upon tort, breach of contract, or other third party claims, if and to the extent arising out of, resulting from, or related to (i) any act, omission, or default in the performance of the obligations of GRS pursuant to this Agreement or breach of any covenant, agreement, representation, or warranty by GRS under this Agreement; (ii) the GRS Excluded Activities; or (iii) any materials created or provided by, for, or on behalf of GRS in providing the GRS Services, including the GRS Property; except with respect to (iii) to the extent such third party claim is caused by any use, modification or alteration of the GRS Property or GRS Services by or on behalf of Company in a manner not authorized under this Agreement (the “Company Excluded Activities”); and except to the extent the Losses arise out of, result from, or relate to the gross negligence or intentional misconduct of Company.