Representations and Warranties Indemnities. (a) The representations and warranties made in this Agreement or made in writing pursuant hereto shall survive the Closing and be enforceable notwithstanding any due diligence conducted, any investigation of or knowledge with respect to the matters covered thereby by or on behalf of any party to whom they are made. The Sellers and the Buyer acknowledge that the other is entering into this Agreement, and will consummate the transactions contemplated hereby, in reliance upon the express representations and warranties of the other party made in this Agreement or made in a writing delivered pursuant hereto. The indemnifications set forth in Article 11 are intended to transfer the risk of the matters covered to the Indemnifying Party, irrespective of any knowledge that the Indemnified Party has with respect to the matters covered.
Representations and Warranties Indemnities. Each party represents and warrants that it has authority to grant the licenses set forth in Section 4.3. Subject to Google’s obligation to indemnify Provider as specified in this Section below, Provider shall indemnify, defend and hold harmless Google and its Affiliates, and their directors, officers, employees and agents, from any third party claims (whether actual or alleged) that Provider wrongly Blocked or Monetized a Work using the Content Management System and such action violated such third party’s rights under trademark, copyright or contract, to the extent that Google is not otherwise obligated to indemnify Provider hereunder for such claim. For the avoidance of doubt, Provider makes no representations or warranties with respect to whether automated Video Matches generated by the Content Management System (i.e., User Videos determined by the Content Management System to match an ID File, as distinguished from User Videos individually Blocked or Monetized by Provider on a manual basis using the tag/keyword search functionality in the Content Management System) constitute true and accurate matches of Reference Files in whole or in part, and Provider shall have no obligations to Google with respect to erroneous automated match information generated by the Content Management System. Google shall indemnify, defend and hold harmless Provider and its Affiliates, and their directors, officers, employees, and agents, from any third party claims arising out of the following (whether actual or alleged) (a) erroneous automated match information generated by the Content Management System or any other malfunction of the Content Management System, or (b) the Content Management System, or any portion thereof (including the Google Software), infringes any intellectual property rights or violates any other rights. Each party shall indemnify, defend and hold harmless the other party, and their respective directors, officers, employees, and agents from any third party claims arising out of a breach of that party’s representations and warranties. In no event shall Provider be obligated to indemnify Google for any third party claim alleging that Provider wrongly Blocked a Work using the Content Management System if the claim is caused by the Content Management System producing an erroneous automated Video Match or other malfunction of the Content Management System; in such cases Google shall take responsibility for indemnification with respect to such third party claim...
Representations and Warranties Indemnities. DCI and Licensee each represent and warrant that it has the right to enter into this Agreement and grant the rights herein granted, and that the person executing this Agreement is duly authorized to do so. Licensee warrants and represents that the Orchestrations and all DCI Property will be used by Licensee solely in accordance with the terms and conditions of the Agreement, and will not be used in a way that reflects negatively on DCI or the DCI Marks or that violates any third party rights or any state, local or federal laws or other laws or regulations, including without I'unitation any FCC or FTC regulations. Licensee further warrants and represents that the DCI Property shall not be adapted, reproduced, distributed or disclosed to any third party without the prior consent in writing of DCI, except as provided herein. As between Licensee and DCI, Licensee shall be solely responsible for (i) the Linked Site(s), including, without limitation, the accuracy of all addresses thereof; and (ii) the integrity and non-infringement of content at the Linked Site(s) and any sites linked thereto and in Licensee's publications (including, without limitation, all non-commercial, editorial and advertising content). DCI shall be solely responsible for the non-infringement of the :CATs, the :CAT software or any other hardware or software provided by DCI to Licensee under this Agreement Each party shall indemnify and hold the other harmless from and against any claims, suits or proceedings brought by or on behalf of any third party unaffiliated with the indemnified party, arising out of or relating to any breach of any representation, warranty or agreement by the indemnifying party herein including, without limitation all damages, losses, civil and criminal penalties and fines, costs and expenses including reasonable outside attorneys' fees incurred as a result of any such claims, suits or proceedings. This obligation shall survive the expiration or termination of this Agreement.
Representations and Warranties Indemnities. (a) Assignor represents and warrants as follows with respect to the Lease Agreement: Assignor is the true and lawful owner of all of the right, title and interest of the "tenant" or "lessee" or "tenant" in, to and under the Lease Agreement, free and clear of all claims, liens and encumbrances of any kind or nature whatsoever; the Lease Agreement is presently in full force and effect, and is the entire agreement between Assignor and the "landlord" or "lessor" thereunder; and Assignor has performed and complied with, in all material respects, all of the duties, obligations, responsibilities, and liabilities of the "tenant" or "lessee" under the Lease Agreement required by the Lease Agreement to have been performed or complied with prior to the Effective Date.
Representations and Warranties Indemnities. Survival
Representations and Warranties Indemnities. (a) The Company represents and warrants to the Purchasers that each of the representations and warranties made by the Company in Schedule A hereto is true and correct.
Representations and Warranties Indemnities. University makes no guarantees of research results, and provides no indemnity for the Research Project or any intellectual property related thereto. XYZ to indemnify University from any claims brought by third parties including claims of infringement of such third party’s intellectual property rights or product liability.
Representations and Warranties Indemnities. 7.1 (a) DCOM hereby represents and warrants that:
Representations and Warranties Indemnities. The representations and warranties made in this Agreement or made in writing pursuant hereto shall survive the Closing and be enforceable notwithstanding any investigation of or knowledge with respect to the matters covered thereby by or on behalf of any Party to whom they are made. The Sellers and Purchaser acknowledge that the other is entering into this Agreement, and will consummate the transactions contemplated hereby, in reliance upon the express representations and warranties of the other Party made in this Agreement or made in a writing delivered pursuant hereto. The indemnifications set forth in Article VI are intended to transfer the risk of the matters covered to the indemnifying party, irrespective of any knowledge that the indemnified party has with respect to the matters covered.
Representations and Warranties Indemnities. DCCI and Belo each represent and warrant that it has the right to enter into this Agreement and grant the rights herein granted, and that the person executing this Agreement is duly authorized to do so. DCCI hereby represents and warrants to Belo, and covenants and agrees with Belo that (a) it is either the owner of the :CRQ :Cue Technology or it has the right to license to Belo the right to use such :CRQ :Cue Technology as licensed herein; and (b) DCCI has not knowingly attached or authorized the attachment of any virus, worm, Trojan horse or similar instrumentality to the :CRQ :Cue Technology. Belo hereby represents and warrants to DCCI, and covenants and agrees with DCCI that: (a) it will furnish DCCI with accurate, up-to-date URL addresses of Linked Websites; (b) Belo has, or will obtain on or prior to the time a particular :Cue is telecast, the right to authorize DCCI to effect links to all Linked Websites, and to have the Virtual Network appear on and in connection with Belo-Related Linked Websites, (c) when arranging to effect links to Linked Websites other than Belo-Related Linked Websites, it will provide the owners and/or operators of such Linked Websites with a notice prepared by DCCI and made available to the Belo Stations which shall contain DCCI's standard terms with respect to :Cues, and (d) Belo or its Affiliates have not knowingly attached or authorized the attachment of any virus, worm, Trojan horse or similar instrumentality to any content or software on the Belo-Related Linked Websites. Each party shall indemnify and hold the other harmless from and against any claims, suits or proceedings brought by or on behalf of any third party unaffiliated with the indemnified party, arising out of or relating to any breach of any representation, warranty or agreement by the indemnifying party herein including, without limitation all damages, losses, civil and criminal penalties and fines, costs and expenses including reasonable outside attorneys' fees incurred as a result of any such claims, suits or proceedings. This obligation shall survive the expiration or termination of this Agreement.
