Common use of Warranty and Indemnity Clause in Contracts

Warranty and Indemnity. Licensor represents and warrants that it has the right to grant this license for the telecasting of the pictures herein specified, including the sound tracks forming a part thereof (subject to paragraph 10 below), and that such use of by Licensee will not violate the right of others. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses, incurred by Licensee by reason of the breach of the foregoing warranty, provided, however, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the pictures other than as specified herein, or after the expiring or earlier termination of this Agreement. Licensee agrees to indemnify, defend and hold Licensor, its officers, employees, successors and assigns, free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses arising out of or in connection with the use by Licensee, its successors, assigns and sublicensees of the prints or pictures hereunder, or arising out of or by reason of any breach of warranty, undertaking, representation or agreement made or entered into herein on Licensee's part.

Warranty and Indemnity. (a) Licensor represents and warrants with respect to the Programs (as defined under the Agreement) acquired by Licensee from Licensor only that (i) it has the right to grant this license for the telecasting of the pictures Licensed Programs herein specified, including the sound tracks forming a part thereof (subject to paragraph 10 below)thereof, and that such use Licensee's exercise of by Licensee the rights granted hereunder will not violate the right of others, including without limitation trademark (with respect only to the titles of the Licensed Programs or character or other names within the Licensed Programs), copyright, privacy or publicity; (ii) each of the Licensed Programs is, or upon delivery will be of technical quality adequate for commercial television exhibition, with accurate English language audio tracks; (iii) Licensor has the right and authority to grant all rights granted to Licensee hereunder and has not sold, assigned, licensed, or granted any rights in any Licensed Program or any elements of the Licensed Programs in a way which directly conflict with the rights granted Licensee hereunder; and (iv) all claims and rights of owners of copyright or other rights appearing, used or recorded in each Licensed Program have been, or prior to delivery will be, fully paid and discharged, provided however, that this shall not overrule other provisions of this Agreement. Licensor agrees to indemnify and hold Licensee, its officers, employees, and successors and assigns free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable outside attorney's fees and expenses, incurred by Licensee by reason of the breach of the foregoing any warranty, representation or agreement made by Licensor hereunder, provided, however, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the pictures other than as specified herein, or after the expiring or earlier termination of this Agreement. Licensee agrees to indemnify, defend and hold Licensor, its officers, employees, successors and assigns, free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses arising out of or in connection with the use by Licensee, its successors, assigns and sublicensees of the prints or pictures hereunder, or arising out of or by reason of any breach of warranty, undertaking, representation or agreement made or entered into herein on Licensee's part.

Warranty and Indemnity. Licensor represents and Seller warrants that it has the right products and services ordered hereunder shall be free from defects in workmanship and materials, are merchantable, shall strictly conform to grant applicable specifications, drawings, samples approved by Buyer, or other descriptions, if any, including performance specifications, shall be suitable for their intended purpose, will be transferred to Buyer free of liens, claims and encumbrances, and, if of Seller’s design, will be free from design defects. These warranties shall be in addition to all other warranties, express, implied or statutory. All warranties shall run to Buyer, its customers and subsequent owners of the products or end products of which they are a part. The Seller warranties the merchandise furnished under this license purchase order for the telecasting terms considered under UCC. Seller agrees, at its expense, to defend or, at Buyer’s option, assist in the defense of any action or claim against any of the pictures herein specified, including the sound tracks forming a part thereof (subject to paragraph 10 below), Buyer Parties and that their users and customers insofar as such use of by Licensee will not violate the right of others. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any and all claims, damages, liabilities, costs action or expenses, including reasonable attorney's fees and expenses, incurred by Licensee by reason of the claim is based upon or alleges breach of the foregoing warranty, providednegligence in assembly or design, howeverstrict liability in tort, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees failure to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the pictures other than as specified hereinproperly warn, or after the expiring or earlier termination other breach of this Agreement. Licensee Seller agrees to indemnify the Buyer Parties and their users and customers from and against all expense (including, without limitation), attorney fees, judgments, settlements, cost, loss, damage or liability resulting from the breach of any or all of said warranties, express or implied, negligence in manufacture, assembly or design, strict liability in tort, or failure to properly warn, or other breach of this Agreement. Seller agrees to carry insurance adequate to cover any potential costs or liability hereunder and list Buyer as an additional insured but for only loss due to the negligence of the Seller or Seller’s manufacture and/or sale of products that do not meet the requirements of this Agreement. Notice of breach shall be deemed sufficient if given reasonably promptly after discovery thereof by Buyer. All warranties shall be construed as conditions as well as promises and shall not be deemed to be exclusive. No provision of Seller’s quotation, acknowledgment, invoice or other communication from Seller to Buyer shall in any way operate to disclaim, limit, exclude or modify the foregoing warranty. If the products ordered hereunder fail to comply with an applicable consumer product safety rule or contain a product defect, which creates a substantial risk of injury to the public, such that notification to the Consumer Product Safety Commission is appropriate, all costs and expenses of any recall, voluntary or involuntary, shall be the sole and exclusive responsibility of Seller, who agrees to save, indemnify, defend and hold Licensor, its officers, employees, successors and assigns, free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses arising out of or in connection with the use by Licensee, its successors, assigns and sublicensees of the prints or pictures hereunder, or arising out of or by reason of any breach of warranty, undertaking, representation or agreement made or entered into herein on Licensee's partBuyer Parties therefrom.

Warranty and Indemnity. Licensor represents 13.1 To the extent the Liabilities (defined below) are not paid from insurance required to be maintained under this Agreement, each party does hereby agree to indemnify, protect, defend, and warrants that it has hold harmless (such indemnifying party being referred to as the right "indemnitor") the other party (the "indemnitee") and the indemnitee's officers, agents, attorneys, customers, directors, subsidiaries, affiliates, parents, employees, licensees (collectively, the "Indemnified Parties") for, from and against all claims, demands, liabilities, damages, costs, suits, losses, liens, expenses, causes of action, judgments and fees (including court costs, reasonable attorneys' fees, costs of investigation, penalties, interest, and amounts paid in settlement) of any nature, kind or description or of any person or entity whomsoever, arising out of, or alleged to grant have arisen out of (in whole or in part) the performance of this license for Agreement and arising from the telecasting breach or warranties and guarantees set forth in Part 9; the negligence or misconduct of the pictures herein specifiedindemnitor or any act outside the scope of the indemnitor's authority under this Agreement (collectively, including the sound tracks forming "Liabilities"). When the Liabilities are caused by the joint negligence or misconduct of both parties, or by the indemnitor and a part thereof third party (subject to paragraph 10 belowexcept the indemnitor's agents, employees, customers, licensees or invitees), and that such use of by Licensee will not violate the right of others. Licensor agrees indemintor's duty to defend, indemnify and hold Licensee, its officers, employees, successors and assigns free and the indemnitee harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorneyshall be in proportion to the indemnitor's fees and expenses, incurred by Licensee by reason allocable share of the breach joint negligence or misconduct. Upon either party's receipt of written notice of any action, administrative or legal proceeding or investigation to which this indemnification may apply, such party shall promptly advise the other party in writing of the foregoing warrantysame, provided, however, Licensor and the indemnitor shall not be liable for loss of profits or consequential damages. Licensor agrees to defend at its own expense any action or proceedings arising out of an alleged breach assume on behalf of the foregoing, warranty, indemnitee (and the other Indemnified Parties) and conduct with due diligence and in good faith the defense thereof with counsel satisfactory to the indemnitee; provided, however, that Licensee notifies Licensor promptly the indemnitee shall have the right, at its option, to be represented by advisory counsel of any such claim or its own selection and at its own expense. In the event of failure by the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and indemnitor to fully perform in accordance with this paragraph, the indemnitee, at its obligations hereunder option, and without relieving the indemnitor of its obligations, subject to the notice requirements of Paragraph 18, may so perform, but all costs and expenses so incurred by the indemnitee in that it will not permit event shall be reimbursed by the transmission indemnitor to the indemnitee, together with interest on the same from the date of the pictures other than indemnitee's payment of such expense to the date of payment by the indemnitor at the rate of interest provided to be paid on judgments signed and entered in the State Superior Courts of California. Payment of any amount payable under this Paragraph 13 shall be made within five (5) days after receipt of written demand therefore. Such demand shall contain sufficient facts to apprise the indemnitor of the basis for such demand for indemnity. The indemnitee shall be entitled to any and all remedies available at law or in equity, including without limitation, damages and all equitable remedies, as specified hereina means of collecting the indemnification to which entitled. All remedies for which the indemnitee shall be entitled shall be deemed independent and cumulative of one another. The obligations and indemnity provided for in this Paragraph 13 and Paragraph 9, or after shall survive the expiring or earlier termination of this Agreement. Licensee agrees to indemnify, defend and hold Licensor, its officers, employees, successors and assigns, free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses arising out of or in connection with the use by Licensee, its successors, assigns and sublicensees of the prints or pictures hereunder, or arising out of or by reason of any breach of warranty, undertaking, representation or agreement made or entered into herein on Licensee's part.

Warranty and Indemnity. Licensor represents and warrants that it has the right to grant this license for the telecasting of the pictures herein specified, including the sound tracks forming a part thereof (subject to paragraph 10 below)thereof, and that such use of by Licensee will not violate the right of others. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's ’s fees and expenses, incurred by Licensee by reason of the breach of the foregoing warranty, provided, however, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, foregoing warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the pictures other than as specified hereinSimilarly, or after the expiring or earlier termination of this Agreement. Licensee agrees to indemnify, defend and hold Licensor, its officers, employees, successors and assigns, free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's ’s fees and expenses arising out of or in connection with the use by Licensee, its successors, assigns and sublicensees of the prints or pictures hereunder, or arising out of or by reason of any breach of warranty, undertaking, representation or agreement made or entered into herein on Licensee's ’s part.

Warranty and Indemnity. Licensor represents and warrants that it has the right to grant this license for the telecasting of the pictures Pictures herein specified, including the sound tracks forming a part thereof (subject to paragraph 10 below), and that such use of by Licensee will not violate the right of others. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses, incurred by Licensee by reason of the breach of the foregoing warranty, provided, however, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the pictures Pictures other than as specified herein, or after the expiring or earlier termination of this Agreement. Licensee agrees to indemnify, defend and hold Licensor, its officers, employees, successors and assigns, free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses arising out of or in connection with the use by Licensee, its successors, assigns and sublicensees of the prints or pictures Pictures hereunder, or arising out of or by reason of any breach of warranty, undertaking, representation or agreement made or entered into herein on Licensee's part.

Warranty and Indemnity. Licensor The Grant Recipient represents and warrants that the Application is its original work and, as such, the Grant Recipient is the sole and exclusive owner and rights holder of the submitted Application and that it has the right to grant this license for submit the telecasting of the pictures herein specified, including the sound tracks forming a part thereof (subject to paragraph 10 below), and that such use of by Licensee will not violate the right of others. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses, incurred by Licensee by reason of the breach of the foregoing warranty, provided, however, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor Application in the defense thereofChallenge and grant all required licenses. Licensee The Grant Recipient further represents and warrants that it has the right to enter into this Agreement Application does not (1) infringe any third party proprietary rights, intellectual property rights, industrial property rights, personal or moral rights or any other rights, including, without limitation, copyright, trademark, patent, trade secret, privacy, publicity or confidentiality obligations; or (2) otherwise violates applicable state, federal or local laws. By accepting the Grant, the Grant Recipient acknowledges that neither KABOOM! nor its Funding Partner nor their respective subsidiaries and to fully perform its obligations hereunder that it will not permit affiliates, and their officers, directors, employees or agents shall be liable for any acts, omissions, injuries, errors or damages, whether direct, indirect, incidental or consequential, associated with the transmission use of the pictures other than as specified hereinGrant. The Grant Recipient irrevocably and unconditionally agrees, or after to the expiring or earlier termination of this Agreement. Licensee agrees fullest extent permitted by law, to defend, indemnify, defend and hold Licensorharmless KABOOM!, its Funding Partner, their respective subsidiaries and affiliates, and their respective officers, employeesdirectors, successors employees and assignsagents, free from and harmless from against any and all claims, damageslosses, liabilities, costs investigations, inquiries, claims, suits or expensesdamages (including incidental, consequential, special and punitive damages) and expenses (including reasonable attorney's fees and expenses attorneys' fees) directly, indirectly, wholly, or partially arising out of from or in connection with any act or omission of the use by LicenseeGrant Recipient, its successorsemployees, assigns or agents, in applying for or accepting the Grant, in expending or applying funds furnished pursuant to the Grant or in carrying out the Purpose, except to the extent arising from the gross negligence or willful misconduct of KABOOM!, its Funding Partner or their respective subsidiaries and sublicensees affiliates, and their respective officers, directors, employees or agents. The provision of this section 11 shall survive the termination or expiration of the prints or pictures hereunder, or arising out of or by reason of any breach of warranty, undertaking, representation or agreement made or entered into herein on Licensee's partAgreement.

Warranty and Indemnity. Licensor represents and warrants that (i) it has the right to grant this license for the telecasting of the pictures Programs herein specified, including the sound tracks forming a part thereof (subject to paragraph 10 below)thereof, and that such use Licensee's exercise of by Licensee the rights granted hereunder will not violate the right of others, including without limitation trademark, copyright, privacy or publicity; (ii) each of the Programs is, or upon delivery will be, completely finished, fully edited and titled and fully synchronized with dialogue, sound and music and in all respects ready and of technical quality, adequate for commercial television exhibition; (iii) each Program consists, or upon delivery will consist, of a continuous and connected series of scenes, telling or presenting a story, free from any obscene material and suitable for television exhibition; (iv) Licensor has the right and authority to grant all rights granted to Licensee hereunder. Licensor has not sold, assigned, licensed, granted, encumbered or utilized any Program or any of the literary or musical properties used in the Programs in any way that may negatively affect or impair the rights, licenses and privileges granted to Licensee, and Licensor will not do so during the Term; and (v) all claims and rights of owners of copyright or other rights appearing, used or recorded in each Program have been, or prior to delivery will be, fully paid and discharged. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable outside attorney's fees and expenses, incurred by Licensee by reason of the breach of the foregoing any warranty, representation or agreement made by Licensor hereunder, provided, however, Licensor shall not be liable for loss of profits or for consequential damages. Licensor agrees to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the pictures Programs other than as specified herein, or after the expiring or earlier termination of this Agreement. Licensee agrees to indemnify, defend and hold Licensor, its officers, employees, successors and assigns, free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable outside attorney's fees and expenses arising out of or in connection with the use by Licensee, its successors, assigns and sublicensees sub-licensees of the prints or pictures Programs hereunder, or arising out of or by reason of any breach of any warranty, undertaking, representation or agreement made or entered into herein on Licensee's partby Licensee hereunder, other than such items for which Licensor is obligated to indemnify Licensee hereunder.

Warranty and Indemnity. The Licensor warrants, represents and warrants that undertakes that: 1 if the latter is not in Open Access anyhow  it has the right to grant this license for the telecasting of the pictures herein specifiedall legal right, including the sound tracks forming a part thereof (subject to paragraph 10 below), power and that such use of by Licensee will not violate the right of others. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses, incurred by Licensee by reason of the breach of the foregoing warranty, provided, however, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement Agreement, and to fully perform its obligations hereunder that it supply the Content to the Licensee; and  the grant of the rights by the Licensor to the Licensee under this Agreement will not permit the transmission violate any copyright or other proprietary right of the pictures other than as specified herein, or after the expiring or earlier termination of this Agreementany third party. Licensee  The Licensor agrees to indemnify, defend and hold Licensor, its officers, employees, successors and assigns, free and the Licensee harmless from any cost, loss, liability or expense (including reasonable legal fees) incurred by the Licensee as a result of any claim, demand, or litigation (“Claim”) brought against the Licensee by any party other than the Licensor, provided that: o the Licensee shall promptly notify the Licensor of any such Claim; o the Licensor shall have sole control of the defense and all claimssettlement of any such Claim; o the Licensee shall provide the Licensor with reasonable assistance in such defense as the Licensor may reasonably require, at the Licensor’s cost; and o the Licensee shall not incur any cost or expense for the Licensor's account without the Licensor’s prior written consent.  Should the Licensor not confirm in writing to the Licensee within forty five (45) days after the date of the Licensee's notice of a claim under clause 10 par. 3, that the Licensor intends to defend against the action or thereafter fails to diligently defend against the action, the Licensee may defend and/or settle the action subject to the Licensor's indemnification as provided for herein.  To the fullest extent permitted by law, neither Party shall be liable to the other for consequential, indirect, special or exemplary damages including but not limited to damages for loss of profits, business or anticipated benefits whether arising under tort, contract, negligence or otherwise whether or not foreseen, reasonably foreseeable or advised of the possibility of such damages, liabilitiesother than as provided for in clause 10. par.3  The express terms of this Agreement are in lieu of all warranties, costs conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or expenses, otherwise including reasonable attorney's fees and expenses arising out but not limited to any implied warranties of merchantability or in connection with fitness for any particular purpose all of which are hereby excluded to the use fullest extent permitted by Licensee, its successors, assigns and sublicensees of the prints or pictures hereunder, or arising out of or by reason of any breach of warranty, undertaking, representation or agreement made or entered into herein on Licensee's partlaw.

Warranty and Indemnity. Licensor represents and Seller warrants that it has the right products and services ordered hereunder shall be free from defects in workmanship and materials, are merchantable, shall strictly conform to grant applicable specifications, drawings, samples approved by Buyer, or other descriptions, if any, including performance specifications, shall be suitable for their intended purpose, will be transferred to Buyer free of liens, claims and encumbrances, and, if of Seller’s design, will be free from design defects. These warranties shall be in addition to all other warranties, express, implied or statutory. All warranties shall run to Buyer, its customers and subsequent owners of the products or end products of which they are a part. The Seller warranties the merchandise furnished under this license purchase order for the telecasting terms considered under UCC. Seller agrees, at its expense, to defend or, at Xxxxx’s option, assist in the defense of any action or claim against any of the pictures herein specified, including the sound tracks forming a part thereof (subject to paragraph 10 below), Buyer Parties and that their users and customers insofar as such use of by Licensee will not violate the right of others. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any and all claims, damages, liabilities, costs action or expenses, including reasonable attorney's fees and expenses, incurred by Licensee by reason of the claim is based upon or alleges breach of the foregoing warranty, providednegligence in assembly or design, howeverstrict liability in tort, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees failure to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the pictures other than as specified hereinproperly warn, or after the expiring or earlier termination other breach of this Agreement. Licensee Seller agrees to indemnify the Buyer Parties and their users and customers from and against all expense (including, without limitation), attorney fees, judgments, settlements, cost, loss, damage or liability resulting from the breach of any or all of said warranties, express or implied, negligence in manufacture, assembly or design, strict liability in tort, or failure to properly warn, or other breach of this Agreement. Seller agrees to carry insurance adequate to cover any potential costs or liability hereunder and list Buyer as an additional insured but for only loss due to the negligence of the Seller or Seller’s manufacture and/or sale of products that do not meet the requirements of this Agreement. Notice of breach shall be deemed sufficient if given reasonably promptly after discovery thereof by Xxxxx. All warranties shall be construed as conditions as well as promises and shall not be deemed to be exclusive. No provision of Seller’s quotation, acknowledgment, invoice or other communication from Seller to Buyer shall in any way operate to disclaim, limit, exclude or modify the foregoing warranty. If the products ordered hereunder fail to comply with an applicable consumer product safety rule or contain a product defect, which creates a substantial risk of injury to the public, such that notification to the Consumer Product Safety Commission is appropriate, all costs and expenses of any recall, voluntary or involuntary, shall be the sole and exclusive responsibility of Seller, who agrees to save, indemnify, defend and hold Licensor, its officers, employees, successors and assigns, free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses arising out of or in connection with the use by Licensee, its successors, assigns and sublicensees of the prints or pictures hereunder, or arising out of or by reason of any breach of warranty, undertaking, representation or agreement made or entered into herein on Licensee's partBuyer Parties therefrom.

Warranty and Indemnity. Licensor represents and warrants that (i) it has the right to grant this license for the telecasting of the pictures Pictures herein specified, including the sound tracks forming a part thereof (subject to paragraph 10 below)thereof, and that such use Licensee's exercise of by Licensee the rights granted hereunder will not violate the right of others, including without limitation trademark, copyright, privacy or publicity; (ii) each of the Pictures is, or upon delivery will be, completely finished, fully edited and titled and fully synchronized with dialogue, sound and music and in all respects ready and of technical quality, adequate for commercial television exhibition; (iii) each picture consists, or upon delivery will consist, of a continuous and connected series of scenes, telling or presenting a story, free from any obscene material and suitable for television exhibition; (iv) Licensor has the right and authority to grant all rights granted to Licensee hereunder. Licensor has not sold, assigned, licensed, granted, encumbered or utilized any Picture or any of the literary or musical properties used in the Pictures in any way that may negatively affect or impair the rights, licenses and privileges granted to Licensee, and Licensor will not do so during the Term; and (v) all claims and rights of owners of copyright or other rights appearing, used or recorded in each Picture have been, or prior to delivery will be, fully paid and discharged. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses, incurred by Licensee by reason of the breach of the foregoing any warranty, representation or agreement made by Licensor hereunder, provided, however, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the pictures other than as specified herein, or after the expiring or earlier termination of this Agreement. Licensee agrees to indemnify, defend and hold Licensor, its officers, employees, successors and assigns, free and harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses arising out of or in connection with the use by Licensee, its successors, assigns and sublicensees of the prints or pictures hereunder, or arising out of or by reason of any breach of any warranty, undertaking, representation or agreement made or entered into herein on Licensee's partby Licensee hereunder, other than such items for which Licensor is obligated to indemnify Licensee hereunder.