Common use of Assurances and Undertakings Clause in Contracts

Assurances and Undertakings. 3.1 Nothing herein shall be deemed, intended or implied to constitute a sale, transfer or assignment of the Licensed Materials for Photocopying and/or Licensed Materials for Scanning to the Licensees and no rights, title and interests (whether legal or beneficial) are conveyed hereunder to the Licensees except the rights as expressly provided for under the terms of this Licence Agreement. 3.2 The Licensor warrants, represents and undertakes to the Licensees that:- (a) the Licensor is a limited liability company duly incorporated, validly existing and in good standing under the laws of Hong Kong; (b) the Licensor has full capacity, power and authority to enter into this Licence Agreement and to perform all its obligations hereunder including without limitation the grant of licence referred to in Clause 2 upon the terms and conditions of this Licence Agreement; (c) the exercise of any rights by the Licensees and the Authorized Persons and successors- in-title of any of the rights granted under this Licence Agreement will not infringe any Intellectual Property Rights of any person; (d) the Licensor shall comply with all applicable laws in performing its obligations and exercising its rights granted under this Licence Agreement; and (e) in the event that the Licensor becomes aware of any information which might affect its ability to give the warranties, representations and undertakings set out above, it shall promptly notify the Licensees in writing. The provisions of this Clause 3.2 shall survive the completion, termination or expiration of this Licence Agreement (howsoever occasioned) and shall continue in full force and effect notwithstanding such completion, termination or expiration.

Assurances and Undertakings. 3.1 Nothing herein shall be deemed, intended or implied to constitute a sale, transfer sale or assignment of the Licensed Materials for Photocopying and/or Licensed Materials for Scanning to the Licensees and no rights, title and interests (whether legal or beneficial) rights are conveyed hereunder to the Licensees except the rights as expressly provided for right to make multiple Paper Copies and/or Scan Copies under the terms of this Licence Agreement. 3.2 The Licensor warrants, represents and undertakes to the Licensees that:- (a) that:- the Licensor is a limited liability company duly incorporated, validly existing and in good standing under the laws of Hong Kong; (b) ; the Licensor has full capacity, power and authority to enter into this Licence Agreement and to perform all its obligations hereunder including without limitation the grant of licence referred to in Clause 2 upon the terms and conditions of this Licence Agreement; (c) ; the exercise of any rights by the Licensees and the Authorized Persons their respective employees, staff, students and successors- successors-in-title of any of the rights granted under this Licence Agreement will not infringe any Intellectual Property Rights Rights1 of any person; (d) ; the Licensor shall comply with all applicable laws law in performing its obligations and exercising its rights granted under this Licence Agreement; and (e) and in the event that the Licensor becomes aware of any information which might affect its ability to give the warranties, representations and undertakings set out above, it shall promptly notify the Licensees Licensee in writing. The provisions of this Clause 3.2 shall survive the completion, termination or expiration of this Licence Agreement (howsoever occasioned) and shall continue in full force and effect notwithstanding such completion, termination or expiration.

Assurances and Undertakings. 3.1 Nothing herein shall be deemed, intended or implied to constitute a sale, transfer or assignment of the Licensed Materials for Photocopying and/or Licensed Materials for Scanning to the Licensees Licensee or the Licensee’s Members and no rights, title and interests (whether legal or beneficial) are conveyed hereunder to the Licensees Licensee or the Licensee’s Members except the rights as expressly provided for under the terms of this Licence Agreement. 3.2 The Licensor warrants, represents and undertakes to the Licensees Licensee that:- (a) the Licensor is a limited liability company duly incorporated, validly existing and in good standing under the laws of Hong Kong; (b) the Licensor has full capacity, power and authority to enter into this Licence Agreement and to perform all its obligations hereunder including without limitation the grant of licence referred to in Clause 2 upon the terms and conditions of this Licence Agreement; (c) the exercise of any rights by the Licensees Licensee’s Members and the Authorized Persons and successors- successors-in-title of any of the rights granted under this Licence Agreement will not infringe any Intellectual Property Rights of any person; (d) the Licensor shall comply with all applicable laws in performing its obligations and exercising its rights granted under this Licence Agreement; and (e) in the event that the Licensor becomes aware of any information which might affect its ability to give the warranties, representations and undertakings set out above, it shall promptly notify the Licensees Licensee in writing. The provisions of this Clause 3.2 shall survive the completion, termination or expiration of this Licence Agreement (howsoever occasioned) and shall continue in full force and effect notwithstanding such completion, termination or expiration.

Assurances and Undertakings. 3.1 Nothing herein shall be deemed, intended or implied to constitute a sale, transfer sale or assignment of the Licensed Materials for Photocopying and/or Licensed Materials for Scanning to the Licensees and no rights, title and interests (whether legal or beneficial) rights are conveyed hereunder to the Licensees except the rights as expressly provided for right to make multiple Paper Copies and/or Scan Copies under the terms of this Licence Agreement. 3.2 The Licensor warrants, represents and undertakes to the Licensees that:- (a) the Licensor is a limited liability company duly incorporated, validly existing and in good standing under the laws of Hong Kong; (b) the Licensor has full capacity, power and authority to enter into this Licence Agreement and to perform all its obligations hereunder including without limitation grant the grant of licence rights referred to in Clause 2 upon the terms and conditions of this Licence Agreement; (c) the exercise of any rights by the Licensees and the Authorized Persons and successors- in-title of any of the rights granted under this Licence Agreement will not infringe any Intellectual Property Rights of any person; (d) the Licensor shall comply with all applicable laws law in performing its obligations and exercising its rights granted under this Licence Agreement; and (ed) in the event that the Licensor becomes aware of any information which might affect its ability to give the warranties, representations and undertakings set out above, it shall promptly notify the Licensees Licensee in writing. The provisions of this Clause 3.2 shall survive the completion, termination or expiration of this Licence Agreement (howsoever occasioned) and shall continue in full force and effect notwithstanding such completion, termination or expiration.

Assurances and Undertakings. 3.1 Nothing herein shall be deemed, intended or implied to constitute a sale, transfer sale or assignment of the Licensed Materials for Photocopying and/or Licensed Materials for Scanning to the Licensees Licensee or the Licensee’s Members and no rights, title and interests (whether legal or beneficial) rights are conveyed hereunder to the Licensees Licensee or the Licensee’s Members except the rights as expressly provided for right to make multiple Paper Copies and/or Scan Copies under the terms of this Licence Agreement. 3.2 The Licensor warrants, represents and undertakes to the Licensees that:- (a) that:- the Licensor is a limited liability company duly incorporated, validly existing and in good standing under the laws of Hong Kong; (b) ; the Licensor has full capacity, power and authority to enter into this Licence Agreement and to perform all its obligations hereunder including without limitation the grant of licence referred to in Clause 2 upon the terms and conditions of this Licence Agreement; (c) ; the exercise of any rights by the Licensees Licensee’s Members and the Authorized Persons their respective employees, staff, students and successors- successors-in-title of any of the rights granted under this Licence Agreement will not infringe any Intellectual Property Rights Rights1 of any person; (d) ; the Licensor shall comply with all applicable laws law in performing its obligations and exercising its rights granted under this Licence Agreement; and (e) and in the event that the Licensor becomes aware of any information which might affect its ability to give the warranties, representations and undertakings set out above, it shall promptly notify the Licensees Licensee in writing. The provisions of this Clause 3.2 shall survive the completion, termination or expiration of this Licence Agreement (howsoever occasioned) and shall continue in full force and effect notwithstanding such completion, termination or expiration.