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: 14.1 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. 14.2 The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action. 14.3 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. 14.4 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. 14.5 Licensee shall be responsible for and pay the music performance rights and mechanical reproduction fees and royalties, if any, as set forth in Section 13.4 above. 14.6 No Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be transmitted or exhibited to any person other than a Customer within the Territory in the medium of Video-On-Demand (with respect to VOD Included Programs) or DHE (with respect to DHE Included Programs), or transmitted other than by Approved Transmission Means in an Approved Format to Approved Devices on the Licensed Service for a Personal Use, subject at all times to the Usage Rules. 14.7 Licensee shall not permit, and shall use commercially reasonable efforts to prevent, the reception of the Included Programs for anything other than Personal Uses. 14.8 Licensee shall comply with all laws and regulations applicable to the operation of the Licensed Service.

Licensee’s Representations and Warranties. Without limiting any other representation, warranty or covenant of Licensee herein, Licensee hereby represents, warrants and covenants to Licensor that: 14.1 14.1. 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. 14.2 14.2. The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action. 14.3 14.3. 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, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles. 14.4 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. 14.5 Licensee shall be responsible for and pay the music performance rights and mechanical reproduction fees and royalties, if any, as set forth in Section 13.4 above. 14.6 14.4. No Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be transmitted or exhibited to any person other than a Customer Registered User within the Territory as part of the SVOD Service in the medium of Subscription Video-On-Demand (with respect to VOD Included Programs) or DHE (with respect to DHE Included Programs)Demand, or transmitted other than by Approved Transmission Means Delivery in an Approved Format to Approved Devices on the Licensed Service for a Personal Use. Notwithstanding the foregoing, subject Licensor acknowledges that Licensee cannot guarantee that current geofiltering technology as at all times the date of this Agreement shall be effective in every instance. 14.5. Licensee shall indemnify and hold harmless Licensor and its Representatives from and against any third party claims arising from or in connection with any failure by Licensee to make payments to the Usage Rules. 14.7 Licensee shall not permit, and shall use commercially reasonable efforts applicable PRO in the Territory for Communication to prevent, the reception Public Rights of the music compositions contained in each of the Included Programs described in Clause 13.4(a) for anything other than Personal UsesLicensee’s exploitation of same via the Approved Delivery in an Approved Format to Approved Devices as contemplated herein. 14.8 Licensee shall comply with all laws and regulations applicable to the operation of the Licensed Service.

Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that: 14.1 13.1 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. 14.2 13.2 The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action. 14.3 13.3 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. 14.4 13.4 There are no existing or threatened claims or litigation which would adversely affect or impair Licensee’s ability to perform under this Agreement. 13.5 It will maintain accurate books of account in connection with all distribution and sales pursuant to this Agreement. 13.6 It is not now, nor during the Term will it be, under any obligation, contractual or otherwise, to any other person or entity that conflicts, interferes or is inconsistent with any of the provisions of this Agreement or any of the rights granted to Licensee hereunder. 13.7 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 12.4 above; 13.8 No Licensed Film will be distributed or otherwise exploited by Licensee except in accordance with the terms and conditions of this Agreement. 13.9 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. 14.5 Licensee shall be responsible for hereunder and pay the music performance rights and mechanical reproduction fees and royalties, if any, as set forth in Section 13.4 above. 14.6 No Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be transmitted or exhibited to any person other than a Customer within the Territory in the medium of Video-On-Demand (with respect to VOD Included Programs) or DHE (with respect to DHE Included Programs), or transmitted other than by Approved Transmission Means in an Approved Format to Approved Devices on the Licensed Service for a Personal Use, subject at all times to the Usage Rules. 14.7 Licensee shall not permit, and shall use commercially reasonable efforts to prevent, the reception of the Included Programs for anything other than Personal Uses. 14.8 Licensee it shall comply with all laws applicable federal, state and local laws, ordinances, rules and regulations applicable to the operation of the Licensed Servicein exercising its rights and performing its obligations hereunder.

Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that: 14.1 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.; 14.2 The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action. 14.3 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.; 14.4 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, including without limitation, the Children’s Online Privacy Protection Act and any laws, ordinances, rules and regulations relating to children. 14.5 The Licensed Service does not infringe any third party intellectual property rights; 14.6 Licensee shall be responsible for and pay the music performance rights and and/or mechanical reproduction fees and royalties, if any, as set forth in Section 13.4 above.; 14.6 14.7 No Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be transmitted or exhibited to any person other than a Customer Subscriber within the Territory in the medium of Video-On-Demand (with respect to VOD Included Programs) SVOD or DHE (with respect to DHE Included Programs)FVOD, as applicable, or transmitted other than by Approved Transmission Means in an Approved Format to Approved Devices on the Licensed Service for a Personal Useto Approved Devices, subject at all times to the Usage Rules.; and 14.7 14.8 Licensee shall not permit, and shall use commercially reasonable efforts take all precautions to prevent, the reception of the Included Programs for anything other than Personal UsesUse. 14.8 Licensee shall comply with all laws and regulations applicable to the operation of the Licensed Service.

Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that: 14.1 : 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. 14.2 ; The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action. 14.3 . 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. 14.4 ; 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. 14.5 , including without limitation, the Children’s Online Privacy Protection Act and any laws, ordinances, rules and regulations relating to children. The Licensed Service does not infringe any third party intellectual property rights; Licensee shall be responsible for and pay the music performance rights and and/or mechanical reproduction fees and royalties, if any, as set forth in Section 13.4 above. 14.6 ; No Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be transmitted or exhibited to any person other than a Customer Subscriber within the Territory in the medium of Video-On-Demand (with respect to VOD Included Programs) SVOD or DHE (with respect to DHE Included Programs)FVOD, as applicable, or transmitted other than by Approved Transmission Means in an Approved Format to Approved Devices on the Licensed Service for a Personal Useto Approved Devices, subject at all times to the Usage Rules. 14.7 ; and Licensee shall not permit, and shall use commercially reasonable efforts take all precautions to prevent, the reception of the Included Programs for anything other than Personal UsesUse. 14.8 Licensee shall comply with all laws and regulations applicable to the operation of the Licensed Service.

Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that: 14.1 13.1 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.; 14.2 13.2 The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action. 14.3 13.3 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., except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; 14.4 13.4 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 itLicensee shall comply with all applicable Laws in operating the Licensed Service, exercising its rights and performing its obligations hereunder. 14.5 13.5 The Licensed Service does not infringe any third party intellectual property rights; 13.6 Licensee shall be responsible for and pay the music performance rights and and/or mechanical reproduction fees and royalties, if any, as set forth in Section 13.4 above.; 14.6 13.7 No Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be transmitted or exhibited to any person other than a Customer Subscriber within the Territory in the medium of Video-On-Demand (with respect to VOD Included Programs) SVOD or DHE (with respect to DHE Included Programs)FVOD, as applicable, or transmitted other than by Approved Transmission Means in an Approved Format to Approved Devices on the Licensed Service for a to Approved Personal UseComputers, subject at all times to the Usage Rules.; and 14.7 13.9 Licensee shall not permit, and shall use commercially reasonable efforts take all precautions to prevent, authorize the reception of the Included Programs for anything other than Personal UsesUse. 14.8 Licensee shall comply with all laws and regulations applicable to the operation of the Licensed Service.

Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that: 14.1 15.1 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.; 14.2 15.2 The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action. 14.3 15.3 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.; 14.4 15.4 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 Laws in operating the Licensed Service, exercising its rights and performing its obligations hereunder. 14.5 15.5 The Licensed Service does not infringe any third party intellectual property rights; 15.6 Licensee shall be responsible for and pay the music performance rights and and/or mechanical reproduction fees and royalties, if any, as set forth in Section 13.4 12.4 above.; 14.6 15.7 No Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be transmitted or exhibited to any person other than a Customer Subscriber within the Territory in the medium of Video-On-Demand (with respect to VOD Included Programs) SVOD or DHE (with respect to DHE Included Programs)FVOD, as applicable, or transmitted other than by Approved Transmission Means in an Approved Format to Approved Devices on the Licensed Service for a to Approved Personal UseComputers, subject at all times to the Usage Rules.; and 14.7 15.8 Licensee shall not permit, and shall use commercially reasonable efforts take all precautions to prevent, the reception of the Included Programs for anything other than Personal UsesUse. 14.8 Licensee shall comply with all laws and regulations applicable to the operation of the Licensed Service.

Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that: 14.1 15.1 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.; 14.2 15.2 The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action. 14.3 15.3 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., except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; 14.4 15.4 Licensee has obtained and shall maintain maintain, and its Authorized Distribution Partners 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 (not including any licenses or approval that are the responsibility of theand Licensee and its Authorized Distribution Partners), and Licensee shall comply with all applicable Laws in operating the Licensed Service, exercising its rights and performing its obligations hereunder.. [WE CANNOT MAKE THESE WARRANTIES ON BEHALF OF AUTHORIZED DISTRIBUTION PARTNERS, BUT HAVE PROVIDED INDEMNITY] 14.5 15.5 The Licensed Service does not infringe any third party intellectual property rights; 15.6 Licensee shall be responsible for and pay the music performance rights royalties[ and mechanical reproduction fees and royalties, if any, as set forth in Section 13.4 1314.4 above.]; 14.6 No Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be transmitted or exhibited to any person other than a Customer within the Territory in the medium of Video-On-Demand (with respect to VOD Included Programs) or DHE (with respect to DHE Included Programs), or transmitted other than by Approved Transmission Means in an Approved Format to Approved Devices on the Licensed Service for a Personal Use, subject at all times to the Usage Rules. 14.7 15.7 Licensee shall not permit, and shall use commercially reasonable efforts to prevent, authorize the reception of the Included Programs for anything other than Personal UsesUse. 14.8 Licensee shall comply with all laws and regulations applicable to the operation of the Licensed Service.

Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that: 14.1 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. 14.2 The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action. 14.3 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. 14.4 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. 14.5 Licensee shall be responsible for and pay the music performance rights and mechanical reproduction fees and royalties, if any, as set forth in Section 13.4 above. 14.6 No Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be transmitted or exhibited to any person other than a Customer within the Territory in the medium of Video-On-On- Demand (with respect to VOD Included Programs) or DHE (with respect to DHE Included Programs), or transmitted other than by Approved Transmission Means in an Approved Format to Approved Devices on the Licensed Service for a Personal Use, subject at all times to the Usage Rules. 14.7 Licensee shall not permit, and shall use commercially reasonable efforts to prevent, the reception of the Included Programs for anything other than Personal Uses. 14.8 Licensee shall comply with all laws and regulations applicable to the operation of the Licensed Service.

Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that: 14.1 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. 14.2 The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action. 14.3 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. 14.4 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, including the necessary registrations with the Brazilian Cinema Agency and the payment of the Condecine tax if applicable to Licensee under Brazilian law as a result of the exhibition of the Included Programs under this Agreement. 14.5 Licensee shall be responsible for and pay the music performance rights and mechanical reproduction fees and royalties, if any, as set forth in Section 13.4 above. 14.6 No Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be transmitted or exhibited to any person other than a Customer within the Territory in the medium of Video-On-Demand (with respect to VOD Included Programs) VOD, DHE or DHE (with respect to DHE Included Programs)SVOD, or transmitted other than by Approved Transmission Authorized Delivery Means in an Approved Format to Approved Devices on the Licensed Service for a Personal Use, subject at all times to the Usage Rules. 14.7 14.6 Licensee shall not permit, and shall use commercially reasonable efforts to prevent, the reception of the Included Programs for anything other than Personal Uses. 14.8 14.7 Licensee shall comply with all laws and regulations applicable to the operation of the Licensed Service.

Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that: 14.1 : 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. 14.2 ; The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action. 14.3 . 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. 14.4 ; 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. 14.5 . The Licensed Service does not infringe any third party intellectual property rights; Licensee shall be responsible for and pay the music performance rights and and/or mechanical reproduction fees and royalties, if any, as set forth in Section 13.4 above. 14.6 ; No Included Licensed Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Licensed Program shall be transmitted or exhibited to any person other than a Customer Subscriber within the Territory in the medium of Video-On-Demand (with respect to VOD Included Programs) or DHE (with respect to DHE Included Programs), SVOD or transmitted other than by Approved Transmission Means in an Approved Format to Approved Devices on the Licensed Service for a Personal Useto Approved Devices, subject at all times to the Usage Rules. 14.7 ; and Licensee shall not permit, and shall use commercially reasonable efforts take all precautions to prevent, the reception of the Included Licensed Programs for anything other than Personal UsesUse. 14.8 Licensee shall comply with all laws and regulations applicable to the operation of the Licensed Service.