5. Representations and Warranties.
5.1 You represent and warrant that the Licensed Footage, and our exercise of any license granted to us in Section 1 does not and will not: (a) infringe the rights of any third party, including without limitation any intellectual property rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, or any other rights of third parties not specifically identified in this Section 5.1; or (b) otherwise breach any applicable laws or regulations or relevant industry codes.
5.2 Pending or Potential Claims. You represent and warrant that, as of the Effective Date, you are not aware of any pending or threatened claims, suits, actions, or charges pertaining to the Licensed Footage, including without limitation any claims or allegations that any or all of the Licensed Footage infringe, violate, or misappropriate the intellectual property rights of any third party.
6.1 Licensor’s Indemnification Obligation. Licensor must, at its own expense, indemnify, defend and hold harmless Producer, its Affiliates and each of their respective officers, directors, employees, representatives and agents (collectively, “Indemnified Parties”), from and against and in respect of any and all claims, liabilities, allegations, suits, actions, investigations, judgments, deficiencies, settlements, inquiries, demands or other proceedings of whatever nature or kind, whether formal or informal, (collectively, “Claim”), brought against an Indemnified Party, as well as from and against and in respect of any and all damages, liabilities, losses, costs, charges, fees and expenses, including without limitation reasonable legal fees and expenses, as and when incurred, relating to, based upon, incident to, arising from, or in connection with (a) a breach by Licensor of any of its representations, warranties or obligations in Section 5 of this Agreement; (b) any claim or allegation that the Licensed Footage (i) infringes in any manner any intellectual property rights or any other right of any third party; (ii) violates any law or regulation, or (iii) violates any rights of any person or entity, including without limitation rights of publicity, privacy or personality. Licensor agrees that it may not, without Producer’s prior written consent, enter into any settlement or compromise of any claim that results in any admission of liability or wrongdoing on the part of Producer or its Affiliate(s).
6.2 In respect of any claim made by Producer pursuant to Section 5.1 following a Claim (a) Producer will provide Licensor with written notice of such Claim promptly on becoming aware thereof; (b) Producer will provide Licensor with reasonable information, assistance and cooperation required to defend such Claim (at Licensor’s expense); and (c) Licensor shall have sole control of the defense and all related settlement negotiations, which it shall conduct without taking, or failing to take, any action which would be prejudicial to Producer without Producer’s prior written consent. Notwithstanding (a) in the foregoing sentence, failure of Producer to give Licensor notice of a Claim will not affect Licensor’s indemnification obligations.