NBC. NBC represents and warrants that: (i) it has full power to enter into this Agreement and to grant to DUSA the rights granted to DUSA hereunder; (ii) it has obtained all necessary corporate approvals to enter into and execute the Agreement; (iii) it has not entered and will not enter into any agreements with any third party that are inconsistent with this Agreement; (iv) NBC has not granted any rights to any third parties to subject matter which would otherwise be included within the definition of NBC Technology; and (v) NBC shall fully comply with the requirements of any and all applicable federal, state, local and foreign laws, regulations, rules and orders of any governmental body having jurisdiction over the activities contemplated by this Agreement.
NBC. NBC agrees to indemnify and hold harmless, LWP against, --- and from, any and all claims, liability, loss and damage (whether actual, compensatory, special, punitive or however characterized), including reasonable attorney's fees from counsel of LWP's choosing, caused by, arising out of or related to (i) any breach of NBC's representations and/or warranties set forth in this agreement or (ii) any broken, maliciously altered or misdirected link to the Talk City Service or the NBC/Talk City Areas on the NBC Service for which NBC is responsible or which NBC could reasonably have prevented.
NBC. NBC represents and warrants to LWP that it has the right --- and power to perform its obligations and to grant the rights granted herein and that the material provided by NBC to LWP for inclusion on the NBC/Talk City Areas, which NBC has approved for use as contemplated herein, will be accurate and correct and will not violate or infringe any third party rights, including intellectual property rights.
NBC. NBC shall indemnify, defend and hold harmless DUSA, [c.i.], in each case subject to the requirements set forth in Section 11.3 below. Notwithstanding the foregoing, NBC shall have no obligations under this Article 11 for any liabilities, expenses or costs arising out of or relating to claims covered under Section 11.1 above.
NBC. NBC represents and warrants that: (i) it has the right and power to perform its obligations and to grant the rights granted herein; (ii) its activities related to the creation and operation of the Co-branded Area pursuant to this Agreement will not violate any applicable laws or regulations; and (iii) the NBC Material, including the NBC Branding, will be accurate and correct, will not violate or infringe any Intellectual Property Rights, any right of publicity or privacy or any other right of any entity or person, or contain any material which is libelous, slanderous or defamatory.
NBC. NBC shall indemnify, defend and hold harmless DUSA, its directors, officers, employees, agents, successors and assigns from and against all liabilities, expenses, and costs (including reasonable attorneys' fees and court costs) arising out of any claim, complaint, suit, proceeding or cause of action against any of them by a third party alleging (i) the negligent or intentionally wrongful acts or omissions of NBC; (ii) any breach by NBC of any of its representations and warranties under Sections 8.1 or 12.1; and (iii) infringement of any third party intellectual property arising from the Light Source device (excluding the Output Regulating Circuitry System or Stand) or manufacture thereof, in each case subject to the requirements set forth in Section 13.3 below. Notwithstanding the foregoing, NBC shall have no obligations under this Article 13 for any liabilities, expenses or costs arising out of or relating to claims covered under Section 13.1 above.
NBC. This Agreement is a valid and binding obligation of Buyer enforceable in accordance with its terms, except as the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors rights and the application of equitable principles in any action, legal or equitable.
NBC. As of the Amendment Effective Date, NBC shall no longer be a Lender under the Credit Agreement and the other Loan Documents. Agent and NBC shall have, on or prior to the Amendment Effective Date, settled all balances and other issues necessary towards elimination of NBC's Commitment and other related matters.
NBC. (i) As of the date hereof, the authorized capital stock of NBC consists of 100 shares of common stock, no par value, of NBC ("EXISTING NBC COMMON Stock"), of which 100 shares of Existing NBC Common Stock were issued and outstanding. As of the date hereof, such issued and outstanding shares of Existing NBC Common Stock constitute the only issued and outstanding shares of capital stock of NBC and are duly authorized, validly issued, fully paid and nonassessable. Except as set forth on Schedule 6.3(b)(i), (A) there are no outstanding capital calls, warrants, options, agreements, subscriptions, convertible or exchangeable securities, rights of first refusal or first offer, preemptive rights, calls, puts or other commitments or obligations pursuant to which NBC is or may become obligated to issue, sell, purchase, repurchase, return or redeem, or any other Person is or may become obligated to purchase, any shares of capital stock or other securities of NBC, (B) no equity securities of NBC are reserved for issuance for any purpose and (C) except for this Agreement, no GE Company is a party to any Contract for the sale of or is otherwise obligated to sell, transfer or otherwise dispose of any equity securities, or any securities convertible into or exchangeable for any equity securities, of NBC. As of the date hereof, NBC Holding is the sole record and beneficial owner of 100 shares of Existing NBC Common Stock, free and clear of any Liens (other than any restrictions under the Securities Act and other applicable securities Laws).