Representations and Warranties; Indemnity. The Executive represents and warrants to the Company that the execution and delivery of this Agreement by him and the performance by him of his obligations hereunder shall not constitute (with or without notice or lapse of time or both) a breach or violation of a provision of any understanding, contract or commitment, written or oral, express or implied, to which the Executive is a party or to which the Executive is or may be bound, including, without limitation, any understanding, contract or commitment with any present or former employer, in each case, that imposes restrictions that would, or would reasonably be expected to, interfere with the Executive's ability to perform his obligations under this Agreement. The Executive hereby agrees to indemnify and hold the Company harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by the Company in connection with any such breach or violation by the Executive of any such understanding, contract or commitment.
Representations and Warranties; Indemnity. (a) Each party hereto represents and warrants that: (i) it has the full right, power and authority to enter into and to perform this Agreement; (ii) it is not under any restriction or obligation that may or will impair such party's full performance of this Agreement; and (iii) it shall not at any time do or authorize any person or entity to do anything inconsistent with, or anything that might diminish, impair or interfere with any of the other party's rights hereunder.
Representations and Warranties; Indemnity. Contributor represents and warrants that: (a) Contributor owns the copyright in all Content delivered to TEN and there no other person or party has an interest in any Content; (b) Contributor is the sole author of each Content; (c) the Content have not been previously published in any manner or medium; (d) all Content is free from defamatory, obscene, offensive, injurious, unlawful and/or otherwise inappropriate materials; and (e) Contributor has taken no action or granted any rights in the Content that conflict with or undermine TEN’s rights in and to the Content. Contributor will indemnify, defend, and hold harmless TEN and its parents, affiliates, and subsidiaries from and against all third party claims, actions, liabilities, damages, costs and expenses (including without limitation reasonable attorneys fees) of any kind arising out of: (i) Contributor’s breach of any representation, warranty, and/or other provision of this Agreement; and/or (ii) Contributor’s negligence and/or willful misconduct.
Representations and Warranties; Indemnity. [***] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
Representations and Warranties; Indemnity. (a) Licensor represents and warrants to Licensee that: (i) it is the registered owner of the "Xxxxxx & Xxxxx" trademark and the owner of the "xxxxxxxxxxxxxx.xxx" trademark; (ii) it has the right and power to grant the License to Licensee as provided herein; and (iii) the grant of the License to Licensee as provided herein does not require the consent of any third party.
Representations and Warranties; Indemnity. Dealer represents, warrants and covenants to Cavus that:
Representations and Warranties; Indemnity. (a) The Parent and the Purchaser each agree and acknowledge that the Seller shall have no liability as a result of the inaccuracy of any representations and warranties made by the Seller in the Stock Purchase Agreement if such representations and warranties were accurate when made and in light of the form of transaction contemplated by the Stock Purchase Agreement prior to this Amendment but are inaccurate as of the Closing Date as a result of the direct sale of any additional Publishing Subsidiaries pursuant to this Amendment, the Restructuring or the Xxxxx Muse Transfer. In addition, the Parent and the Purchaser each agree and acknowledge that the inaccuracy of any representations and warranties arising under the circumstances set forth in the preceding sentence shall not (i) relieve the Parent and the Purchaser from their respective obligations to consummate the transactions contemplated by the Stock Purchase Agreement, as amended by this Amendment, pursuant to Section 8.02(a) thereof or (ii) give the Parent the right to terminate the Stock Purchase Agreement, as amended by this Amendment, prior to Closing pursuant to Section 9.01(d) thereof.
Representations and Warranties; Indemnity. Participant hereby represents and warrants that his or her contribution to User Generated Content: • are wholly original with Participant and are not a copy or imitation of any other material; • will not infringe or violate any right whatsoever, including, without limitation, any personal rights (e.g., defamation, publicity, privacy, false light, moral right, etc.) or any property rights (e.g., copyright, trademark, right to ideas, etc.) of any person or entity; and • are not the subject of any threatened or pending litigation, claim or dispute that might give rise to litigation, which adversely affects or in any way prejudices, impairs or diminishes the rights granted hereunder or the value thereof. Participant further represents and warrants that he or she has the right to execute and fully perform this Agreement and that Participant is of the age of majority in his or her state of residence. Participant will defend, indemnify and hold Valvoline and its parents, and each of their respective successors, assigns and licensees, harmless from and against: (a) any claims, costs, injuries, losses and damages related to any unauthorized use of the User Generated Content, Services Content (if any) or any breach by Participant of this Agreement; and (b) any third party claims, to the extent relating to any breach of any representation, warranty or covenant made by Participant in this Agreement. Participant further represents and warrants that there are no third-party rights organizations that have jurisdiction over any User Generated Content.
Representations and Warranties; Indemnity. Consignor represents and warrants to Auctioneer and the purchaser that Consignor has the right to consign the Property for sale; that the Property is now and through and including its sale will be kept free of all liens, claims and encumbrances of others including, but not limited to, claims of governments or governmental agencies; that good title and right to possession will pass to the purchaser free of all liens,claims and encumbrances; that you have provided Auctioneer with any information concerning the provenance of the Property; and that there are no restrictions on Auctioneer’s right to reproduce photographs of it. Auctioneer retains the exclusive copyright to all catalogue and other illustrations and descriptions of the Property created by Auctioneer. Xxxxxxxxx agrees to indemnify and hold Auctioneer and the purchaser harmless from and against any and all claims, actions, damages, losses, liabilities, and expenses (including reasonable attorney’s fees) relating to the breach or alleged breach of any of Consignor’s agreements, representations or warranties in this Agreement. REPRESENTATION OF GENUINENESS: Consignor represents and warrants each item to be genuine. Consignor agrees that any item found to be non‐genuine within thirty (30) days of the auction date will be returned to the Consignor, and that upon return, Consignor will pay Auctioneer the amount of the net proceeds of the item, and any reserve charges, expenses and fees associated with returned item(s).
Representations and Warranties; Indemnity. Owner hereby represents and warrants that: (a) the Property and all rights and title therein and thereto are owned exclusively by Owner; (b) the Property was created and written solely by and is wholly original with Owner or based on incidental material in the public domain; (c) the Property is not in the public domain in any jurisdiction of the world and enjoys and will enjoy, either statutory or (to the extent that it may exist) common law protection in the United States and all countries adhering to the Berne and Universal Copyright Conventions and that the rights granted to Producer hereunder will be exclusive; (d) the Property is not based in whole or in part on the life of any real person; (e) neither the Property nor any element thereof infringes the copyright in any other work; (f) neither the Property nor its exploitation will violate the rights of privacy or publicity of any person or constitute a defamation against any person, or in any other way violate the rights of any person whomsoever; (g) Owner owns all rights in and to the Property and all rights assigned to Producer hereunder are free and clear of any liens, encumbrances, other third party interests of any kind, and free of any claims or litigation, whether pending or threatened; (h) Owner has full right and power to enter into and perform this Agreement without the consent of any third party; and (i) the Property has not previously been exploited as a feature motion picture or television production or otherwise, and during the Option Period, Owner shall not subsequently exploit the the Property as a motion picture or television project or otherwise, nor permit any third party to do so. The term “person” as used in this Agreement shall mean any person, firm, corporation or other entity. Owner agrees to indemnify and hold Producer, its agents and employees, parent, subsidiaries, affiliates, successors, licensees and assigns harmless from and against all damages, losses, costs and expenses (including reasonable outside attorneys’ fees and costs) arising out of or in connection with any material breach of any of Owner’s obligations, representations, warranties, conditions and/or covenants in this Agreement. Producer agrees to defend, indemnify and hold Owner, and Owner’s agents and employees, parent, subsidiaries, affiliates, successors, licensees and assigns, harmless from and against any and all claims, liabilities, obligations, costs, damages and expenses (including, without limitation, ...
