Common use of Agent Representations and Warranties Clause in Contracts

Agent Representations and Warranties. Agent hereby represents, warrants and covenants in favor of the Company as follows: 9.2.1 Agent (i) is a corporation, duly organized, validly existing and in good standing under the laws of its state of its incorporation; (ii) has all requisite power and authority to operate its assets and properties and to consummate the transactions contemplated hereby; and (iii) is and during the Term will continue to be, duly authorized and qualified to do business and in good standing in each jurisdiction where the failure to be so qualified would result in or have an Agent Material Adverse Effect. 9.2.2 Agent has the right, power and authority to execute and deliver this Agreement to which it is a party and to perform fully its obligations hereunder. Agent has taken all necessary actions required to authorize the execution, delivery, and performance of this Agreement, and no further consent or approval is required on the part of the Agent for Agent to enter into and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Agent and constitute the legal, valid and binding obligation of the Agent enforceable in accordance with its terms. No court order or decree of any federal, state or local governmental authority or regulatory body is in effect that would prevent or impair or is required for the Agent’s consummation of the transactions contemplated by this Agreement, and no consent of any third party which has not been obtained is required therefor. 9.2.3 No action, arbitration, suit, notice, or legal, administrative or other proceeding before any court or governmental body has been instituted by or against the Agent, or has been settled or resolved, or to the Agent’s knowledge, is threatened against or effects the Agent, which if adversely determined, would result in or have an Agent Material Adverse Effect. 9.2.4 There are no agreements, contracts or other understandings in effect which would limit the ability of Agent to comply with its obligations set forth in this Agreement. Company covenants not to enter into any contract, agreement or other understanding with any third party that would or could be reasonably thought to have an adverse effect upon Agent’s representation of the Company Media Assets pursuant to this Agreement. The parties agree that the failure of Company to comply with its covenant under this Section shall be deemed a material breach by Company. 9.2.5 Agent shall during the Term, comply in all material respects with all laws, ordinances, rules, regulations and orders in meeting its obligations herein set forth. The Company is not bound by any contract, agreement or understanding, or subject to any charter or other corporate restriction that would be expected to have or result in a Company Material Adverse Effect.

Agent Representations and Warranties. Agent hereby represents, warrants and covenants in favor of the Company as follows: 9.2.1 Agent (i) is a corporation, duly organized, validly existing and in good standing under the laws of its state of its incorporation; (ii) has all requisite power and authority to operate its assets and properties and to consummate the transactions contemplated hereby; and (iii) is and during the Term will continue to be, duly authorized and qualified to do business and in good standing in each jurisdiction where the failure to be so qualified would result in or have an Agent Material Adverse Effect. 9.2.2 Agent has the right, power and authority to execute and deliver this Agreement to which it is a party and to perform fully its obligations hereunder. Agent has taken all necessary actions required to authorize the execution, delivery, and performance of this Agreement, and no further consent or approval is required on the part of the Agent for Agent to enter into and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Agent and constitute the legal, valid and binding obligation of the Agent enforceable in accordance with its terms. No court order or decree of any federal, state or local governmental authority or regulatory body is in effect that would prevent or impair or is required for the Agent’s consummation of the transactions contemplated by this Agreement, and no consent of any third party which has not been obtained is required therefortherefore. 9.2.3 No action, arbitration, suit, notice, or legal, administrative or other proceeding before any court or governmental body has been instituted by or against the Agent, or has been settled or resolved, or to the Agent’s knowledge, is threatened against or effects the Agent, which if adversely determined, would result in or have an Agent Material Adverse Effect. 9.2.4 There are no agreements, contracts or other understandings in effect which would limit the ability of Agent to comply with its obligations set forth in this Agreement. Company covenants not to enter into any contract, agreement or other understanding with any third party that would or could be reasonably thought to have an adverse effect upon Agent’s representation of the Company Media Assets pursuant to this Agreement. The parties agree that the failure of Company Agent to comply with its covenant under this Section shall be deemed a material breach by CompanyAgent. 9.2.5 Agent shall during During the Term, Agent shall comply in all material respects with all laws, ; ordinances, rules, regulations and orders in meeting its obligations herein set forthapplicable to Alloy Media Assets, the Alloy Websites and Alloy’s performance under this Agreement. The Company Subject to the actions contemplated by Section 14.11(c), Agent is not bound by any contract, agreement or understanding, or subject to any charter or other corporate restriction that restriction, nor is any Alloy Website or any of the Alloy Media Assets subject to any intent, agreement or understanding, in any event, which has resulted in, or would reasonably be expected to have or result in a Company in, an Agent Material Adverse Effect. Notwithstanding anything in this Agreement to the contrary, nothing herein shall preclude, limit or affect Alloy’s ability to transfer to a third party any Alloy business or any Alloy Affiliate business; provided, that and on the condition Alloy complies with the provisions set forth in Section 14.11(c) with respect to any such transfer.