Label represents and warrant to MDS that:
a) there are not nor will there be any liens, encumbrances and/or
   obligations upon or in connection with the sound recordings contained
   on each Record and Label have the right, power and authority to enter into
   and fully perform this Agreement;
b) Label will at all times defend, indemnify and hold MDS harmless from
   and against any and all claims, damages, liabilities, costs 
   and expenses, arising out of any breach by Label of any warranty,
   representation or agreement made by Label under this Agreement,
   Label will reimburse MDS on demand for any payment made at any time
   in respect of any liability or claim in respect of which
   MDS shall be entitled to be indemnified.