Common use of Representations and Warranties Indemnification Clause in Contracts

Representations and Warranties Indemnification. Producer agrees to defend, indemnify, and hold harmless Author against claims arising from or relating to the development, financing, production, exploitation, advertising, or promotion of the Play or any rights therein by Producer or its designees, provided that any such claim is not caused in whole or part by Author’s breach of any of Author’s representations, warranties, or agreements regarding the Play (i.e., with respect to originality, etc.). Each person constituting Author jointly and severally represents and warrants that all materials created or furnished by such person pursuant to this Agreement shall be original with such person except for non-fiction material, material in the public domain, or material that is based on or adapted from third-party source material that Author has properly licensed (in which case Author shall notify Producer prior to entering into this Agreement, and provide such license to Producer for its review and approval), and will not violate any rights of any individual, firm, corporation, or other entity. Author will advise Producer where the book of the Play is based on actual persons or entities or other non-fictional material and if Producer does not wish to obtain clearances, Author shall agree on any changes to be made. Except with respect to uses of the Play in AV Productions, any title of the Play shall be mutually approved by Author and Producer. Author further represents and warrants that (i) Author will not exploit any of the material Author creates hereunder for any purpose not expressly provided for herein or in the AV Agreement unless and until such material reverts to Author, and (ii) there are no debts, liens, or encumbrances whatsoever on Author or the Musical or any portion thereof (including, without limitation, debts or obligations relating to third parties that have previously invested or loaned money to Author in connection with the Musical). Author agrees to indemnify and hold harmless Producer from any and all costs, damages, liabilities, and expenses (including reasonable outside attorneys’ fees and related expenses) arising from third-party claims (whether or not litigated) arising from the breach of Author’s representations, warranties, or agreements hereunder. 15.

Representations and Warranties Indemnification. Producer agrees to defend, indemnify, and hold harmless Author against claims arising from or relating to the development, financing, production, exploitation, advertising, or promotion of the Play or any rights therein by Producer or its designees, provided that any such claim is not caused in whole or part by Author’s breach of any of Author’s representations, warranties, or agreements regarding the Play (i.e., with respect to originality, etc.). Each person constituting Author jointly and severally represents and warrants that all materials created or furnished by such person pursuant to this Agreement shall be original with such person except for non-fiction material, material in the public domain, or material that is based on or adapted from third-party source material that Author has properly licensed (in which case Author shall notify Producer prior to entering into this Agreement, and provide such license to Producer for its review and approval), and will not violate any rights of any individual, firm, corporation, or other entity. Author will advise Producer where the book of the Play is based on actual persons or entities or other non-fictional material and if Producer does not wish to obtain clearances, Author shall agree on any changes to be made. Except with respect to uses of the Play in AV Productions, any title of the Play shall be mutually approved by Author and Producer. Author further represents and warrants that (i) Author will not exploit any of the material Author creates hereunder for any purpose not expressly provided for herein or in the AV Agreement unless and until such material reverts to Author, and (ii) there are no debts, liens, or encumbrances whatsoever on Author or the Musical or any portion thereof (including, without limitation, debts or obligations relating to third parties that have previously invested or loaned money to Author in connection with the Musical). Author agrees to indemnify and hold harmless Producer from any and all costs, damages, liabilities, and expenses (including reasonable outside attorneys’ fees and related expenses) arising from third-party claims (whether or not litigated) arising from the breach of Author’s representations, warranties, or agreements hereunder. 9 15.

Representations and Warranties Indemnification. Producer SBE hereby represents and warrants, and also acknowledges that XeTel is relying on such representations and warranties, that SBE's design(s) for the Equipment which SBE has furnished to XeTel are the original creation of SBE, or SBE has obtained such rights from the original creator to disclose the design(s) to XeTel, and that the manufacture of Equipment by XeTel in the manner provided for in this Agreement shall not violate or infringe upon any U.S. patent, trade secret or copyright or similar rights of third parties. SBE also agrees to defend, indemnify, indemnify and hold XeTel, its officers, directors, employees and agents harmless Author from and against claims any losses, costs (including attorney's fees), claims, demands, actions, damages, expenses, liabilities, or injuries arising from out of or in any way related to any alleged infringement of any world-wide patent, trade secret, copyright or similar rights of third parties relating to the development, financing, production, exploitation, advertising, or promotion design of the Play Equipment. If an indemnified party has incurred or suffered any rights loss or expenses for which such party is or may be entitled to indemnification pursuant hereto, such party shall promptly give written notice of such claim for indemnification to SBE, stating the amount claimed and the basis therefor. SBE shall have the right to assume the defense of any third party claim involving such loss and expenses with counsel reasonably satisfactory to XeTel. If SBE chooses not to assume such defense, SBE may nevertheless participate therein by Producer or with counsel of its designeeschoosing. If SBE assumes such defense, provided that SBE shall thereafter not be responsible for any attorney's fees of any indemnified party not previously incurred with respect to such defense except to the extent SBE requests the assistance of such party's counsel. Each indemnified party shall, at SBE's expense, cooperate with and assist SBE in the defense of any such claim is not caused in whole or part by Author’s breach of any of Author’s representations, warranties, or agreements regarding the Play (i.e., with respect to originality, etc.). Each person constituting Author jointly and severally represents and warrants that all materials created or furnished by such person pursuant to this Agreement shall be original with such person except for non-fiction material, material in the public domainmanner reasonably requested by SBE, or material that is based on or adapted from third-No indemnified party source material that Author has properly licensed (in shall settle any claim for which case Author shall notify Producer indemnification may be sought hereunder without the prior to entering into this Agreement, and provide such license to Producer for its review and approval), and will written consent of SBE not violate any rights of any individual, firm, corporation, or other entity. Author will advise Producer where the book of the Play is based on actual persons or entities or other non-fictional material and if Producer does not wish to obtain clearances, Author shall agree on any changes to be made. Except with respect to uses of the Play in AV Productions, any title of the Play shall be mutually approved by Author and Producer. Author further represents and warrants that (i) Author will not exploit any of the material Author creates hereunder for any purpose not expressly provided for herein or in the AV Agreement unless and until such material reverts to Author, and (ii) there are no debts, liens, or encumbrances whatsoever on Author or the Musical or any portion thereof (including, without limitation, debts or obligations relating to third parties that have previously invested or loaned money to Author in connection with the Musical). Author agrees to indemnify and hold harmless Producer from any and all costs, damages, liabilities, and expenses (including reasonable outside attorneys’ fees and related expenses) arising from third-party claims (whether or not litigated) arising from the breach of Author’s representations, warranties, or agreements hereunder. 15unreasonably withheld.