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 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, 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; Licensee has obtained and shall maintain all licenses and other approvals necessary to own and operate the Licensed Service in the Territory Services and otherwise exploit the rights granted hereunder and it hereunder; Licensee shall comply with all applicable international, federal, state and local laws, ordinances, rules and regulations in exercising laws relating to its exploitation of the rights and performing its obligations granted 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 11.4 above; Licensee shall not permit, and shall take all precautions to prevent, the reception of the Included Programs other than in an Aircraft that is authorized to receive exhibitions of Included Programs or as otherwise expressly permitted hereunder; The Licensed Services do not infringe any third party intellectual property rights; and 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 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, 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/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. Without limiting the generality of the foregoing, no Included Program shall be transmitted or exhibited to any person other than a Subscriber within the Territory in the medium of SVOD or FVOD, as applicable, or transmitted other than by Approved Transmission Means on the Licensed Service to Approved Devices, subject at all times to the Usage Rules; 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 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 hereunder[, including the necessary registrations with the Brazilian Cinema Agency and it the payment of the Condecine tax if applicable to Licensee under Brazilian law as a result of the exhibition of Included Programs under this Agreement,]53 Licensee shall comply with all applicable federal, state and local laws, ordinances, rules and regulations in operating the Licensed Service and 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 12.4 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 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, 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; If applicable, 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 on Approved Devices for anything other than Personal UseUse or outside a Private Residence.

Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that: It is a company duly organized and in good standing 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; The Licensed Films shall be Exhibited only to Customers; No Licensed Film shall be delivered, and constitutes a valid and binding obligation of Licensee, enforceable against such party in accordance with transmitted or exhibited except by the terms and conditions set forth means provided in this Agreement; Licensee shall not permit, and shall take all precautions to prevent, the reception of the Licensed Films in any facility that is not a private dwelling unit in an Affiliated Hotel in the Territory that is authorized to receive Exhibitions of Licensed Films; Except for the promotion of the Licensed Films and other entertainment programs available on the Service or as otherwise provided herein, unless approved in writing in advance by Licensor, no advertising or home shopping will be permitted immediately prior to, during or immediately following the exhibition of Licensed Film or on the information page dedicated for each Licensed Film; and 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 hereunder, 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 , and the 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 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, 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; Licensee has obtained and shall maintain all licenses and other approvals necessary to own and operate the Licensed Service in Services and the Territory Aircraft, wherever operated, and otherwise exploit the rights granted hereunder and it hereunder; Licensee shall comply with all applicable international, federal, state and local laws, ordinances, rules and regulations in exercising laws relating to its exploitation of the rights and performing its obligations granted 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 11.4 above; Licensee shall not permit, and shall take all precautions to prevent, the reception of the Licensed Programs other than in an Aircraft that is authorized to receive exhibitions of Licensed Programs or as otherwise expressly permitted hereunder; The Licensed Services do not infringe any third party intellectual property rights; and No Included Licensed 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 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 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 Licensed Program shall be transmitted or exhibited to any person other than a Subscriber within the Territory in the medium of SVOD or transmitted other than by Approved Transmission Means on the Licensed Service to Approved Devices, subject at all times to the Usage Rules; and Licensee shall not permit, and shall take all precautions to prevent, the reception of the Included Licensed 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).