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

Licensee’s Representations and Warranties. Licensee represents and warrants that: (a) The Licensee has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and the Certificate of Designation and to otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement and the Certificate of Designation and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Licensee and no further action is required by the Licensee, the Licensee’s Board of Directors or the Licensee’s stockholders in connection herewith or therewith. This Agreement and the Certificate of Designation has been (or upon delivery will have been) duly executed by the Licensee and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Licensee enforceable against the Licensee in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) The Preferred Stock is duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Licensee other than restrictions on transfer provided for in this Agreement. The Conversion Share, when issued in accordance with the terms of the Certificate of Designation, will be validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Licensee other than restrictions on transfer provided for in this Agreement. The Licensee has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of all of the Conversion Shares.

Licensee’s Representations and Warranties. At all times relevant hereto, Licensee represents represents, warrants and warrants covenants that: (a) The Licensee has the requisite corporate all right, power and authority to enter into and to consummate the transactions contemplated by this Agreement and the Certificate of Designation and to otherwise to carry out its obligations hereunder. The execution the terms and delivery provisions of this Agreement and the Certificate of Designation Order; (b) Licensee has secured all third party consents, licenses and/or permissions necessary to enter into and perform under this Agreement and the consummation by it of the transactions contemplated hereby Order and thereby have been duly authorized by all necessary no further action or authorization on the part of Licensee or any third party, or payment to any third party, is necessary to carry out the Licensee terms and no further action is required by the Licensee, the Licensee’s Board conditions of Directors this Agreement or the Licensee’s stockholders Order; (c) all information provided by Licensee in connection herewith or therewith. This Agreement and the Certificate of Designation has been (or upon delivery will have been) duly executed by the Licensee and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Licensee enforceable against the Licensee in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) The Preferred Stock is duly authorized and, when issued and paid for in accordance with this Agreement, will the Order, and Licensee’s account are complete and correct in all respects; (d) there is no agreement, understanding, license, right, restriction, settlement, consent, judgment, order, or pending or, to Licensee’s knowledge, threatened litigation, arbitration, injunction or administrative proceeding that restricts, impairs, limits or otherwise adversely affects, or which could be duly reasonably expected to restrict, impair, limit or otherwise adversely affect, the Order or Licensee’s ability to perform its obligations under this Agreement; (e) Licensee has consulted with legal, financial, tax and validly issuedother advisors regarding the implications of the Order or has knowingly waived its right to do so, fully paid and nonassessableLicensee enters into the Order with full knowledge and understanding of the legal, free financial, tax and clear other consequences of all liens imposed the Order; (f) Licensee warrants that the representations made by Licensee for the Order in which the Recording is to be used is accurate. In the event that the Licensee has misrepresented the Order or Territory or any other than restrictions on transfer provided for in this Agreement. The Conversion Share, when issued in accordance with the terms aspect of the Certificate of Designation, will be validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Licensee other than restrictions on transfer provided for in this Agreement. The Licensee has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of all use of the Conversion SharesRecording, Licensor shall be entitled to any additional fee to which Licensee is entitled under the rates stated on the website from which this license was produced, plus any legal fees or costs for collecting said fee. (g) Licensee shall comply with all applicable laws, rules, regulations and orders (as they may be amended from time to time); and (h) Licensee shall be solely and exclusively responsible for determining and complying with any parental advisory or warning required by any and all jurisdictions in the Territory.

Licensee’s Representations and Warranties. In addition to any express agreements of Licensee represents contained herein, the following constitute representations and warrants thatwarranties of Licensee to ART: (a) The 7.1 Licensee has all requisite partnership power and authority, and as of the date hereof has taken all requisite corporate power partnership action, to execute, deliver and perform this Agreement. 7.2 This Agreement has been duly authorized, executed and delivered by Licensee and constitutes the legal, valid and binding obligations of Licensee, enforceable in accordance with its terms. 7.3 All requisite partnership action has been taken by Licensee in connection with the entering into this Agreement, the instruments referenced herein, and the consummation of the transactions contemplated hereby by Licensee. No consent of any partner, shareholder, creditor, investor, judicial or administrative body, governmental authority or other party is, required on the part of Licensee. 7.4 The information contained in Exhibit 1 is true and correct to the best knowledge of Licensee. Licensee has full right and authority to enter into hold the Authorizations and is fully qualified under FCC rules and policies to consummate hold the transactions contemplated Authorizations. 7.5 The Authorizations (i) were duly issued by the FCC to Licensee, or if to a predecessor of Licensee authority for transfer to Licensee has been duly given, (ii) are in full force and effect, and (iii) contain no conditions other than those set forth in the Authorizations or contained in the rules and policies of the FCC and the Communication Act of 1934, as amended. 7.6 Licensee has filed, on a timely basis, all reports required by the FCC and all material reports required by other governmental agencies. There are no pending or, to Licensee's knowledge, threatened actions, orders or claims that would invalidate, void, cancel or rescind the Authorizations or that would materially interfere with or restrict ART's Use of the Authorizations. 7.7 Licensee has no knowledge of any reason or of any action or inaction or any threat of action that would interfere with ART's exercise of each of its rights under this Agreement and to Use of the Certificate Authorizations. 7.8 Licensee has not granted any other rights or entered into any other agreements that would interfere with or restrict ART's Use of Designation and the Authorizations, including, without limitation, any other contracts for the right to otherwise use or sale of the Authorizations, rights of first refusal or options to carry out its obligations hereunder. The purchase the Authorizations. 7.9 Neither the execution and delivery of this Agreement and Agreement, nor the Certificate incurrence of Designation and the obligations set forth herein, nor the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Licensee and no further action is required by the Licenseeherein contemplated, the Licensee’s Board of Directors or the Licensee’s stockholders in connection herewith or therewith. This Agreement and the Certificate of Designation has been (or upon delivery will have been) duly executed by the Licensee and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Licensee enforceable against the Licensee in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) The Preferred Stock is duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Licensee other than restrictions on transfer provided for in this Agreement. The Conversion Share, when issued in accordance nor compliance with the terms of this Agreement conflict with or result in the Certificate material breach of Designationany terms, conditions or provisions of, or constitute a default under, any agreements or instruments to which Licensee is a party. 7.10 To the best of Licensee's knowledge, there are no violations of governmental regulations relating to the Authorizations. To the best of Licensee's knowledge, ART's use of the Authorizations will be validly issuednot violate any Governmental Regulations. 7.11 Licensee shall promptly notify ART of any changes in any conditions or status with respect to the Authorizations or of any event or circumstance of which Licensee becomes aware, fully paid and nonassessablewhich makes any representations or warranty of Licensee under this Agreement materially untrue or misleading, free and clear or would materially interfere with ART's Use of all liens imposed the Authorizations or ART's performance of its obligations under this Agreement, it being understood that Licensee's obligation to provide notice to ART shall in no way relieve Licensee of any liability for a breach by the Licensee other than restrictions on transfer provided for of any of its representations, warranties or covenants under this Agreement. 7.12 No representation, warranty or statement of Licensee in this Agreement. The Licensee has reserved from its duly authorized capital stock Agreement or in any document, certificate or exhibit furnished to ART pursuant hereto contains any untrue statement of a number of shares of Common Stock for issuance of all of material fact or omits to state a material fact necessary to make the Conversion Sharesstatements or facts contained therein not misleading.

Licensee’s Representations and Warranties. In addition to any express agreements of Licensee represents contained herein, the following constitute representations and warrants thatwarranties of Licensee to ART: (a) The 7.1 Licensee has the all requisite corporate power and authority authority, and as of the date hereof has taken all requisite corporate action, to enter execute, deliver and perform this Agreement. 7.2 All requisite action (corporate, trust, partnership or otherwise) has been taken by Licensee in connection with the entering into this Agreement, the instruments referenced herein, and to consummate the consummation of the transactions contemplated hereby. No consent of any partner, shareholder, creditor, investor, judicial or administrative body, governmental authority or other party is, required. 7.3 Exhibit is true and correct to the best knowledge of Licensee. Licensee has full right and authority to be the licensee and is fully qualified under FCC rules and policies to be a licensee. ART expressly acknowledges that four (4) of these Authorizations (covering Santa Monica, Ventura, Palm Springs, and San Diego) have discrepancies between the applied for, coordinated and licensed service areas. These discrepancies currently are being evaluated by a subcontracted engineering firm with the intent to correct them at the FCC. ART understands that Licensee has no control over the subsequent action of the FCC regarding these particular Authorizations. 7.4 With the exception of the four Authorizations specifically identified in Section 7.3, the Authorizations (i) were duly issued by the FCC to Licensee, or if to a predecessor of Licensee authority for transfer to Licensee has been duly given, (ii) are in full force and effect, and (iii) contain all of the conditions placed upon them, except as found in the FCC rules. 7.5 Licensee has secured all governmental approvals, including without limitation approvals from the FCC, necessary for Licensee to be the holder of the Authorizations. Licensee is fully qualified to be a licensee of the FCC. Licensee has filed, on a timely basis, all reports required by the FCC and other governmental agencies. There are no pending or threatened actions, orders or claims that would invalidate, void, cancel or rescind the Authorizations or that would materially interfere with or restrict ART's Use of the Authorizations. 7.6 Licensee has no knowledge of any reason or of any action or inaction or any threat of action that would interfere with ART's exercise of each of its rights under this Agreement and to Use of the Certificate Authorizations. 7.7 There are no pending and, to the best of Designation and Licensee's knowledge, threatened or contemplated actions, suits, arbitrations, claims or proceedings, at law or in equity, affecting the Authorizations or in which Licensee is, or to otherwise the best of Licensee's knowledge will he, a party by reason of Licensee's holding the Authorizations. 7.8 Licensee has not granted any other rights or entered into any other agreements that would interfere with or restrict ART's use of the Authorizations, including, without limitation, any other contracts for the right to carry out its obligations hereunder. The use or sale of the Authorizations, rights of first refusal or options to purchase the Authorizations. 7.9 Neither the execution and delivery of this Agreement and Agreement, nor the Certificate incurrence of Designation and the obligations set forth herein, nor the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Licensee and no further action is required by the Licenseeherein contemplated, the Licensee’s Board of Directors or the Licensee’s stockholders in connection herewith or therewith. This Agreement and the Certificate of Designation has been (or upon delivery will have been) duly executed by the Licensee and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Licensee enforceable against the Licensee in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) The Preferred Stock is duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Licensee other than restrictions on transfer provided for in this Agreement. The Conversion Share, when issued in accordance nor compliance with the terms of this Agreement conflict with or result in the Certificate material breach of Designationany terms, conditions or provisions of, or constitute a default under, any agreements or instruments to which Licensee is a party. 7.10 To the best of Licensee's knowledge, there are no violations of governmental regulations relating to the Authorizations. To the best of Licensee's knowledge, ART's use of the Authorizations, subject to Licensee's full oversight and control as required by the FCC rules and policies, will be validly issuednot violate any Governmental Regulations. 7.11 Licensee shall promptly notify ART of any changes in any condition or status with respect to the Authorizations or of any event or circumstance which makes any representations or warranty of Licensee under this Agreement untrue or misleading, fully paid and nonassessableor any covenant or ART under this Agreement incapable or less likely of being performed, free and clear it being understood that Licensee's obligation to provide notice to ART shall in no way relieve Licensee of all liens imposed any liability for a breach by the Licensee other than restrictions on transfer provided for of any of its representations, warranties or covenants under this Agreement. 7.12 No representation, warranty or statement of Licensee in this Agreement. The Licensee has reserved from its duly authorized capital stock Agreement or in any document, certificate or exhibit furnished to ART pursuant hereto contains any untrue statement of a number of shares of Common Stock for issuance of all of material fact or omits to state a material fact necessary to make the Conversion Sharesstatements or facts contained therein not misleading.

Licensee’s Representations and Warranties. At all times relevant hereto, Licensee represents represents, warrants and warrants covenants that: (a) The Licensee has the requisite corporate all right, power and authority to enter into and to consummate the transactions contemplated by this Agreement and the Certificate of Designation and to otherwise to carry out its obligations hereunder. The execution the terms and delivery provisions of this Agreement and the Certificate of Designation Order; (b) Licensee has secured all third party consents, licenses and/or permissions necessary to enter into and perform under this Agreement and the consummation by it of the transactions contemplated hereby Order and thereby have been duly authorized by all necessary no further action or authorization on the part of Licensee or any third party, or payment to any third party, is necessary to carry out the Licensee terms and no further action is required by the Licensee, the Licensee’s Board conditions of Directors this Agreement or the Licensee’s stockholders Order; (c) all information provided by Licensee in connection herewith or therewith. This Agreement and the Certificate of Designation has been (or upon delivery will have been) duly executed by the Licensee and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Licensee enforceable against the Licensee in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) The Preferred Stock is duly authorized and, when issued and paid for in accordance with this Agreement, will the Order, and Licensee’s account are complete and correct in all respects; (d) there is no agreement, understanding, license, right, restriction, settlement, consent, judgment, order, or pending or, to Licensee’s knowledge, threatened litigation, arbitration, injunction or administrative proceeding that restricts, impairs, limits or otherwise adversely affects, or which could be duly reasonably expected to restrict, impair, limit or otherwise adversely affect, the Order or Licensee’s ability to perform its obligations under this Agreement; (e) Licensee has consulted with legal, financial, tax and validly issuedother advisors regarding the implications of the Order or has knowingly waived its right to do so, fully paid and nonassessableLicensee enters into the Order with full knowledge and understanding of the legal, free financial, tax and clear other consequences of all liens imposed the Order; (f) Licensee warrants that the representations made by Licensee for the Order in which the Recording is to be used is accurate. In the event that the Licensee has misrepresented the Order or Territory or any other than restrictions on transfer provided for in this Agreement. The Conversion Share, when issued in accordance with the terms aspect of the Certificate of Designation, will be validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Licensee other than restrictions on transfer provided for in this Agreement. The Licensee has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of all use of the Conversion SharesRecording, Licensor shall be entitled to any additional fee to which Licensee is entitled under the rates stated on the website from which this license was produced, plus any legal fees or costs for collecting said fee. (g) Licensee shall comply with all applicable laws, rules, regulations and orders (as they may be amended from time to time); and (h) Licensee shall be solely and exclusively responsible for determining and complying with any parental advisory or warning required by any and all jurisdictions in the Territory.

Licensee’s Representations and Warranties. Licensee represents and warrants to Licensor that: (a) The To the best of its Knowledge, Licensee has made available to Licensor all the requisite corporate power and authority information reasonably available to Licensee that Licensor has requested for deciding whether enter into and to consummate the transactions contemplated by this Agreement and the Certificate of Designation and to otherwise to carry out its obligations hereunder. Agreement; (b) The execution and delivery of this Agreement and the Certificate of Designation and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Licensee and no further action is required by the Licensee, the Licensee’s Board of Directors or the Licensee’s stockholders in connection herewith or therewith. This Agreement and the Certificate of Designation has been (or upon delivery will have been) duly executed by the Licensee andUpfront Shares, when issued, sold and delivered in accordance with the terms hereof and thereof, will constitute of this Agreement for the valid and binding obligation of the Licensee enforceable against the Licensee consideration described in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) The Preferred Stock is duly authorized and, when issued and paid for in accordance with this Agreement, will be duly authorized and validly issued, fully paid and nonassessablenon-assessable, and free and clear of all liens imposed by the Licensee any pledges, security interests, liens, encumbrances, claims, preemptive rights, rights of first refusal or other than restrictions on transfer provided for transfer, except as may be contained in this Agreement, as created by Licensor or under federal, state or provincial securities Laws; (c) Subject in part to the truth and accuracy of each of Licensor’s representations in this Section 9, the Licensee’s offer, sale and issuance of the Upfront Shares to Licensor is being made in reliance upon and in compliance with exemptions from registration provided under the Securities Act, and comparable state securities law; (d) Licensee has filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the U.S. Securities and Exchange Commission since December 31, 2020 through the date of this Agreement pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the forms, statements, reports and documents filed or furnished since December 31, 2020, the “Licensee SEC Reports”), except where the failure to so file or furnish would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Licensee. The Conversion ShareEach of the Licensee SEC Reports, at the time of its filing or being furnished, or, if amended, as of the date of the last such amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002, as amended (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Licensee SEC Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), no Licensee SEC Report, when issued filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in accordance with the terms light of the Certificate of Designationcircumstances in which they were made, will be validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Licensee other than restrictions on transfer provided for in this Agreement. The not misleading; and (e) Licensee has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of all of not, prior to the Conversion SharesEffective Date, entered into any agreements pursuant to which the Licensed Patents have been sublicensed.