Common use of Licensee’s Representations and Warranties Clause in Contracts

Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensee, enforceable against such party in accordance with the terms and conditions set forth in this Agreement; Licensee has obtained and shall maintain all licenses and other approvals necessary to own and operate the Licensed Service in the Territory and otherwise exploit the rights granted hereunder and it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations in exercising its rights and performing its obligations hereunder. The Licensed Service does not infringe any third party intellectual property rights; Licensee shall be responsible for and pay the music performance rights and/or mechanical reproduction fees and royalties, if any, as set forth in Section 13.4 above; No Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement; and Licensee shall not permit, and shall take all precautions to prevent, the reception of the Included Programs for anything other than Personal Use.

Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that: It that (a) Licensee is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The , (b) the execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action. This action and (c) this Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensee, enforceable against such party in accordance with the terms and conditions set forth in this Agreement; , (d) Licensee has obtained and shall maintain all licenses and other approvals necessary to own and operate the Licensed Service in the applicable Territory and otherwise exploit the rights granted hereunder hereunder, and it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations in exercising its rights and performing its obligations hereunder. The Licensed Service does not infringe any third party intellectual property rights; Licensee shall be responsible for hereunder and pay the music performance rights and/or mechanical reproduction fees and royalties, if any, as set forth in Section 13.4 above; No (e) no Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement; and Licensee shall not permit, and shall take all precautions to prevent, the reception of the Included Programs for anything other than Personal Use.

Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that: It that (a) Licensee is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The , (b) the execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action. This action and (c) this Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensee, enforceable against such party in accordance with the terms and conditions set forth in this Agreement; , (d) Licensee has obtained and shall maintain all licenses and other approvals necessary to own and operate the Licensed Service in the Territory and otherwise exploit the rights granted hereunder hereunder, and it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations in exercising its rights and performing its obligations hereunder. The Licensed Service does not infringe any third party intellectual property rights; Licensee shall be responsible for hereunder and pay the music performance rights and/or mechanical reproduction fees and royalties, if any, as set forth in Section 13.4 above; No (e) no Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement; and Licensee shall not permit, and shall take all precautions to prevent, Agreement (without limiting the reception generality of the foregoing, no Included Programs for anything Program shall be transmitted or exhibited to any person other than Personal Usea Customer in a Private Residence within the Territory in the medium of Video-on-Demand, or transmitted other than by Approved Transmission Means in an Approved Format, subject at all times to the Usage Rules).