Warranties Representations and Indemnities Sample Clauses

Warranties Representations and Indemnities. 14.1 WRF warrants that it has the lawful right to grant the license set forth herein. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Warranties Representations and Indemnities. If you use our Services, you warrant and represent that: (a) you are at least fourteen (14) years of age and have the prescribed age to lawfully enter into and form contracts under applicable law (and if you are under the prescribed age in the country where you reside, you have reviewed this Agreement with your parent or guardian to ensure you understand and are legally able to agree to be bound therewith, your acceptance thereof meaning that you represent and warrant that you are legally able to bind yourself by this Agreement); (b) you have the right and authority to enter into this Agreement and to grant us all rights specified; and (c) your use of Your Assets as provided for in this Agreement will not violate any federal, state, municipal, or other law. You shall defend (at our written request), indemnify, save and hold harmless us and our affiliates, partners, licensee, sublicensees assigns, and each of our and their employees, contractors, directors, members, shareholders, managers, and representatives, from any and all liabilities, claims, damages, losses, and expenses, including reasonable attorneys’ fees and court costs, that arise from or relate to your (a) use or misuse of, or access to our Services, (b) any breach or alleged breach by you of any of the terms and conditions contained in this Agreement and/or applicable laws; and/or (c) any claim that is inconsistent with your representations and warranties contained in this Agreement. We reserve the right to assume the exclusive defense and control of any matter to which you owe us an indemnity, and you agree to assist and cooperate with us in asserting any available defenses at your sole cost and expense. Termination of Services You are free to stop using our Services at any time. We also reserve the right to suspend or terminate the Services at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Services if you do not comply with the terms of this Agreement, use the Services in a manner that would cause us legal liability, disrupt the Services, and/or disrupt others’ use of the Services.
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Warranties Representations and Indemnities. (a) With respect to its ownership interests in the Recordings described in Schedule A, Licensor represents, warrants and agrees that it has the full right, power and authority to enter into this License and to grant to Licensee all the rights hereunder on the terms and conditions set forth herein.
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Warranties Representations and Indemnities 
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Related to Warranties Representations and Indemnities

  • Warranties, Representations, and Indemnification a. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.

  • Representations, Warranties and Indemnities You represent and warrant to Prime Publishing and its Affiliates that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Paragraphs 3 and 5 above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to Prime Publishing by you, and Prime Publishing's and its Affiliates' exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by Prime Publishing and its Affiliates as permitted hereunder, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, and (f) all factual statements submitted by you are accurate and not misleading. You agree to indemnify, defend, and hold Prime Publishing and its Affiliates harmless from all claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from your breach of any representation or warranty set forth in this paragraph. 8)

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • Representations Warranties and Indemnification You represent and warrant that: (i) You own or control all rights necessary to make the grant of rights, licenses, and permissions listed in Section 2, and that the exercise of such rights, licenses, and permissions shall not violate or infringe the rights of any third party, and (ii) any use of the Custom Codes shall be in accordance with the terms of this Exhibit C and shall not infringe any third party rights or violate any applicable laws, directives, rules, and regulations of any governmental authority in the Territory or anywhere else in the world. You agree to indemnify and hold Apple, its subsidiaries and affiliates (and their respective directors, officers, and employees) harmless from all losses, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions, or other proceedings arising from a breach of the representations and warranties set for h in this Section, or a breach of any other term of the Agreement and this Schedule 1.

  • WARRANTIES AND INDEMNITIES It is agreed that:

  • Representations and Warranties Indemnification As to all items transmitted to us, you represent and warrant that: (i) you will comply with the terms and conditions set forth in this Agreement; (ii) you will only transmit eligible items; (iii) you have good title to each check and item and no defense of any party to the check is good against you; (iv) the original check, or a paper or electronic representation, has not previously been deposited for collection with us or any other financial institution, and no depositary bank, drawee, or drawer will be asked to pay a check that it already has paid; and (v) you have no knowledge or notice of information to indicate that the transaction is fraudulent. You agree to indemnify and hold us, our affiliates, directors, officers, employees, and agents harmless from and against all losses, liabilities, cost, damages and expenses (including reasonable attorneys’ fees and cost of litigation) to which we may be subject or that we may incur in connection with any claims that might arise from or out of your use of RDC.

  • Survival of Agreements, Representations and Indemnities The respective indemnities of the Company, the Bank and the Agent and the representations and warranties and other statements of the Company, the Bank and the Agent set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agent, the Company, the Bank or any controlling person referred to in Section 8 hereof, and shall survive the issuance of the Shares, and any successor or assign of the Agent, the Company, the Bank, and any such controlling person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

  • WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS 6.1. The Supplier warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period that:

  • Warranties and Indemnity By signing the Deal Memo the Writer warrants that the Writer:

  • Representations and Indemnities to Survive The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

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