General Warranties of Sponsor Sample Clauses

General Warranties of Sponsor. Sponsor represents, warrants, and covenants that: (a) it has the full power and legal authority to enter into and perform this Agreement in accordance with its terms; (b) all necessary approvals for the execution, delivery, and performance by Sponsor of this Agreement have been obtained (including any governmental permits or approvals necessary to conduct business in the City of Orlando or the State of Florida, territory of Brazil, territory of Mexico, or any applicable country); (c) this Agreement has been duly executed and delivered by Sponsor and constitutes a legal, valid, and binding obligation of Sponsor enforceable in accordance with its terms; (d) the Sponsor Marks and the Magic Parties’ use thereof in connection with this Agreement shall not violate or infringe upon any rights of any Person; and (e) none of the Sponsor Marks or any promotional materials provided by Sponsor to the Magic Parties is or will be libelous, slanderous, obscene, or defamatory. Sponsor shall comply in all material respects with all Laws applicable to the exercise of its rights under this Agreement.
Sample 1
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Related to General Warranties of Sponsor

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Governing Law THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

  • Definitions For purposes of this Agreement:

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • WHEREAS the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

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