AFFILIATE'S WARRANTIES. Affiliate represents and warrants to Wink that (i) Affiliate is a division of a limited partnership duly organized and validly existing under the laws of the State of Delaware; (ii) Affiliate has the requisite power and authority to enter in this Master Agreement and to fully perform its obligations hereunder; (iii) as to each Participating System, a valid franchise will then be held by the appropriate franchisee or the appropriate franchisee will have held a valid franchise and will then be continuing to operate under a claim of right or will otherwise be lawfully continuing to operate while diligently pursuing, in good faith, its available judicial remedies or negotiating, in good faith, for franchise renewal; and (iv) Affiliate is under no contractual or other legal obligation which in any way interferes with its ability to fully, promptly and completely perform hereunder.
AFFILIATE'S WARRANTIES. Affiliate represents and warrants to DMX as ---------------------- follows: (i) Affiliate is a corporation duly organized and validly existing under the laws of Delaware; (ii) Affiliate has the power and authority to enter into this Agreement and to fully perform its obligation hereunder; (iii) Affiliate is under no contractual or other legal obligation which shall in any way interfere with its full, prompt and complete performance hereunder; (iv) the individual executing this Agreement on behalf of Affiliate has the authority to do so; (v) Affiliate is in material compliance with all laws to which it is subject, including, without limitation, all applicable rules and regulations, if any, of the Federal Communications Commission; and (vi) the obligations created by this Agreement, insofar as they purport to be binding on Affiliate constitute valid and binding obligations of Affiliate in accordance with their terms.
AFFILIATE'S WARRANTIES. Affiliate represents, warrants and covenants that Affiliate has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Affiliate’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term. The Affiliate represents, warrants and covenants that its website does not and will not contain any materials that are illegal and that the Affiliate’s site is not operated for an illegal purpose or in an illegal manner.
