Common use of Indemnity and Remedies Clause in Contracts

Indemnity and Remedies. 14.1 The Writer and the Publisher (along with the Publisher’s agents licensees and associated companies) shall indemnify each other and hold each other harmless from and against any and all bona fide legal demands liabilities costs and expenses including reasonable legal fees arising out of or by reason of any breach by the Writer or Publisher of any representations undertakings warranties or agreements herein contained but unless otherwise hereafter agreed to the extent only of a settlement with the Writer’s written approval or the adjudication of a court of competent jurisdiction. Upon notice of any such bona fide legal claim against the Publisher the Publisher upon written notice to the Writer shall be entitled to withhold from the amounts payable to the Writer under this Agreement such amounts as may reasonably represent the value of such claim including reasonable legal fees incurred in connection therewith provided however that any such withholding by the Publisher in accordance with the foregoing shall be released to the Writer in respect of any particular claim unless litigation is instituted in connection therewith within six (6) months after the withholding is first made. The Writer shall have the right to participate in the defence of any such claim at the Writer’s own cost and expense 14.2 If either party shall commit any breach of any material term of this Agreement and shall where such breach is capable of remedy by that party acting alone fails to cure such breach within thirty (30) days after receiving written notice specifying the breach and the steps required to cure the same (“the cure notice”) by the party having served that cure notice may (without prejudice to any other rights or remedies to which that party may be entitled under the terms of this Agreement or otherwise howsoever) within thirty (30) days thereafter terminate the Term forthwith by further written notice. In the event a cure notice is served by the Publisher then the Publisher may elect by that or any later written notice to extend the cure period and to suspend the Term and any payment due hereunder and its right of termination but not for longer than six (6) months unless the Publisher shall within that time have commenced proceedings against the Writer in respect of that breach 14.3 If the Publisher or the Writer is unable for any reason beyond its or his reasonable control (including but not limited to war invasion or act of foreign enemy hostilities whether war be declared or not civil war or strife rebellion strikes lock-outs or other industrial disputes or acts of God acts of governments or other prevailing authorities or defaults of third parties) to fulfil any of its or his respective obligations hereunder then such inability shall not constitute a breach and either the Publisher or the Writer may by written notice suspend the Term until such obligation is fulfilled but no one such period of suspension shall be for a period of more than six (6) months and the total period of suspension shall be for no more than one (1) year during the Term unless formal court proceedings are instituted 14.4 In the event the Publisher shall during the Term enter into liquidation then save where it does so following a permitted assignment of its rights hereunder or does so for purposes of amalgamation or reconstruction the Writer shall be at liberty by service of notice pursuant to this sub-clause 14.4 to terminate the Term forthwith and all rights in the Compositions shall automatically revert to the Writer

Indemnity and Remedies. 14.1 14.1. The Writer and the Publisher (along with the Publisher’s agents licensees and associated companies) shall indemnify each other and hold each other harmless from and against any and all bona fide legal demands liabilities costs and expenses including reasonable legal fees arising out of or by reason of any breach by the Writer or Publisher of any representations undertakings warranties or agreements herein contained but unless otherwise hereafter agreed to the extent only of a settlement with the Writer’s written approval or the adjudication of a court of competent jurisdiction. Upon notice of any such bona fide legal claim against the Publisher the Publisher upon written notice to the Writer shall be entitled to withhold from the amounts payable to the Writer under this Agreement such amounts as may reasonably represent the value of such claim including reasonable legal fees incurred in connection therewith provided however that any such withholding by the Publisher in accordance with the foregoing shall be released to the Writer in respect of any particular claim unless litigation is instituted in connection therewith within six (6) months after the withholding is first made. The Writer shall have the right to participate in the defence of any such claim at the Writer’s own cost and expense 14.2 14.2. If either party shall commit any breach of any material term of this Agreement and shall where such breach is capable of remedy by that party acting alone fails to cure such breach within thirty (30) days after receiving written notice specifying the breach and the steps required to cure the same (“the cure notice”) by the party having served that cure notice may (without prejudice to any other rights or remedies to which that party may be entitled under the terms of this Agreement or otherwise howsoever) within thirty (30) days thereafter terminate the Term forthwith by further written notice. In the event a cure notice is served by the Publisher then the Publisher may elect by that or any later written notice to extend the cure period and to suspend the Term and any payment due hereunder and its right of termination but not for longer than six (6) months unless the Publisher shall within that time have commenced proceedings against the Writer in respect of that breach 14.3 14.3. If the Publisher or the Writer is unable for any reason beyond its or his reasonable control (including but not limited to war invasion or act of foreign enemy hostilities whether war be declared or not civil war or strife rebellion strikes lock-outs or other industrial disputes or acts of God acts of governments or other prevailing authorities or defaults of third parties) to fulfil any of its or his respective obligations hereunder then such inability shall not constitute a breach and either the Publisher or the Writer may by written notice suspend the Term until such obligation is fulfilled but no one such period of suspension shall be for a period of more than six (6) months and the total period of suspension shall be for no more than one (1) year during the Term unless formal court proceedings are instituted 14.4 14.4. In the event the Publisher shall during the Term enter into liquidation then save where it does so following a permitted assignment of its rights hereunder or does so for purposes of amalgamation or reconstruction the Writer shall be at liberty by service of notice pursuant to this sub-clause 14.4 to terminate the Term forthwith and all rights in the Compositions shall automatically revert to the Writer