Common use of Warranties, Representations, and Indemnification Clause in Contracts

Warranties, Representations, and Indemnification. 8.1 The Client warrants, represents and undertakes that: 8.1.1 it has, and will continue to hold, all consents, authorizations, licenses, permissions and regulatory approvals necessary to enter into the Agreement, undertake its obligations as set out herein and grant the rights granted hereunder; 8.1.2 in performing its obligations under the Agreement, it will comply with all Applicable Laws and Government Restrictions; 8.1.3 it has, and will continue to have, all necessary rights in and to the Client Materials, including any and all Intellectual Property Rights in such Client Materials, and any other materials made available by the Client to the Publisher or which are otherwise necessary to perform the Publisher’s obligations under the Agreement; 8.1.4 the Client Materials comply with the Technical Specification and the White Paper Requirements; 8.1.5 none of and nothing in the Client Materials shall bring the Publisher into disrepute or is likely to or will cause material damage to the reputation, standing and/or goodwill of the Publisher; 8.1.6 none of and nothing in the Client Materials is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, is liable to incite racial hatred or acts of terrorism, menacing, blasphemous, violates any right of privacy, infringes any Intellectual Property Rights of any third party, infringes any duty of confidentiality, violates any contract, express or implied, or is otherwise unlawful; and 8.1.7 all written information (including, but not limited to the Client Materials) provided to the Publisher is true, accurate, comprehensive, not misleading, in good English at the time provided to the Publisher and shall remain so in all material respects. 8.2 If, during the Term, any Government Restriction is enacted, levied or imposed which impacts the provision of the Publisher Services, whether in whole or in part, (“Publisher Restriction”) the Client warrants that it shall obtain and maintain all applicable consents, authorizations, licenses, permissions and regulatory approvals necessary for the Publisher to continue to provide the Publisher Services and/or to remove such Publisher Restriction. The Publisher shall not be liable to the Client or be in breach for any delay or prevention in performing any of its obligations under the Agreement arising from or attributable to a Publisher Restriction, which shall not excuse the Client from its payment or other obligations owing by it to the Publisher under the Agreement. 8.3 The Client shall, indemnify and keep indemnified the Publisher in full and hold it harmless on demand from and against any and all losses (including any direct, indirect or consequential losses, loss of profit and loss of reputation), claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands, legal and other professional costs (calculated on a full indemnity basis) incurred by, awarded against, suffered by or agreed to be paid by the Publisher arising out of or in connection with the Client’s breach of clause 8.1.

Warranties, Representations, and Indemnification. ‌ 8.1 The Client warrants, represents and undertakes that: 8.1.1 it has, and will continue to hold, all consents, authorizationsauthorisations, licenseslicences, permissions and regulatory approvals necessary to enter into the Agreement, undertake its obligations as set out herein and grant the rights granted hereunder; 8.1.2 in performing its obligations under the Agreement, it will comply with all Applicable Laws and Government Restrictions; 8.1.3 it has, and will continue to have, all necessary rights in and to the Client Materials, including any and all Intellectual Property Rights in such Client Materials, and any other materials made available by the Client to the Publisher or which are otherwise necessary to perform the Publisher’s obligations under the Agreement; 8.1.4 the Client Materials comply with the Technical Specification and the White Paper Requirements; 8.1.5 none of and nothing in the Client Materials shall bring the Publisher into disrepute or is likely to or will cause material damage to the reputation, standing and/or goodwill of the Publisher; 8.1.6 none of and nothing in the Client Materials is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, is liable to incite racial hatred or acts of terrorism, menacing, blasphemous, violates any right of privacy, infringes any Intellectual Property Rights of any third party, infringes any duty of confidentiality, violates any contract, express or implied, or is otherwise unlawful; and 8.1.7 all written information (including, but not limited to the Client Materials) provided to the Publisher is true, accurate, comprehensive, not misleading, in good English and complies with the CAP Code at the time provided to the Publisher and shall remain so in all material respects. 8.2 If, during the Term, any Government Restriction is enacted, levied or imposed which impacts the provision of the Publisher Services, whether in whole or in part, (“Publisher Restriction”) the Client warrants that it shall obtain and maintain all applicable consents, authorizationsauthorisations, licenseslicences, permissions and regulatory approvals necessary for the Publisher to continue to provide the Publisher Services and/or to remove such Publisher Restriction. The Publisher shall not be liable to the Client or be in breach for any delay or prevention in performing any of its obligations under the Agreement arising from or attributable to a Publisher Restriction, which shall not excuse the Client from its payment or other obligations owing by it to the Publisher under the Agreement.Agreement.‌ 8.3 The Client shall, indemnify and keep indemnified the Publisher in full and hold it harmless on demand from and against any and all losses (including any direct, indirect or consequential losses, loss of profit and loss of reputation), claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands, legal and other professional costs (calculated on a full indemnity basis) incurred by, awarded against, suffered by or agreed to be paid by the Publisher arising out of or in connection with the Client’s breach of clause 8.1.