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.
Warranties, Representations, and Indemnification a. Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, sale, distribution, or other exploitation of the Masters hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Artist warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Artist warrants that the manufacture, sale, distribution, or other exploitation of the Masters hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the Masters by Artist, and Artist indemnifies and holds Producer harmless for any such elements. Producer warrants that he shall not "sample" (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as "Owner") without first having notified Artist and obtaining Artist's consent. Artist shall have no obligation to approve the use thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall constitute an additional recording cost and expense and shall be borne by Artist. Knowledge by Artist that "samples" were used by Producer, which was not affirmatively disclosed by Producer to Artist, shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such "sample" from Producer to Artist. At Artist's request, Producer shall cooperate with respect to any matters concerning "sampling" which may arise hereunder. The parties acknowledge that Producer did not incorporate any "samples" in the Master hereunder.
Warranties, Representations, and Indemnification. 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. {SAMPLES_DEFINITION} Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.
Warranties, Representations, and Indemnification a. Licensee acknowledges and agrees that Licensor has not made any representations or warranties that the Track will be suitable for the specific creative use or musical purpose that Licensee has in mind or desires. The Licensee is granted an "as is" license to use the Track, its sound recording, and the underlying musical composition without any implied warranties or conditions about its suitability for a particular use.
Warranties, Representations, and Indemnification. 10.01. You hereby warrant and represent that:
Warranties, Representations, and Indemnification. 12.1 The Client warrants, represents and undertakes that:
Warranties, Representations, and Indemnification. 3.01 You warrant and represent the following:
Warranties, Representations, and Indemnification. 8.1 Alexsam warrants and represents that: it owns all right, title and interest in and to the Licensed Patents and the 2004 License Agreement; it has complete authority to enter into, execute, deliver and perform this Agreement and to grant the rights granted herein; its execution of this Agreement has been duly authorized by all necessary corporate action.
Warranties, Representations, and Indemnification. 12.1 Optex represents and warrants that:
Warranties, Representations, and Indemnification. 9.1. Exabyte represents and warrants that: it has all rights, title and/or interest necessary to grant the license and rights set forth in this Agreement and that software, to Exabyte's best knowledge, does not directly or indirectly violate or infringe any third party patents, copyrights or trade secrets; and the Product Documentation as provided by Exabyte is free and clear of all liens and encumbrances. THE PRODUCT DOCUMENTATION IS PROVIDED "AS-IS" AND EXCEPT AS STATED ABOVE THERE ARE NO OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR APPLICATION.
