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, 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 Services and the Aircraft, wherever operated, and otherwise exploit the rights granted hereunder; Licensee shall comply with all applicable international, federal, state and local laws relating to its exploitation of the rights granted hereunder; Licensee shall be responsible for and pay the music performance rights fees and royalties, if any, as set forth in Section 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 Licensed Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement.

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 Services and the Aircraft, wherever operated, and otherwise exploit the rights granted hereunder; Licensee shall comply with all applicable international, federal, state and local laws relating to its exploitation of the rights granted hereunder; 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 11.4 above; Licensee shall not permit, and shall take all precautions to prevent, the reception of the Licensed Included Programs other than in an Aircraft that is authorized to receive exhibitions of Licensed Included Programs or as otherwise expressly permitted hereunder; The Licensed Services do not infringe any third party intellectual property rights; and No Licensed Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement.

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 Services and Service in the Aircraft, wherever operated, Territory and otherwise exploit the rights granted 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 Included Programs under this Agreement,]53 Licensee shall comply with all applicable international, federal, state and local laws relating to laws, ordinances, rules and regulations in operating the Licensed Service and exercising its exploitation of the rights granted 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 11.4 12.4 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 Licensed Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement.

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, 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 Services and the Aircraft, wherever operated, and otherwise exploit the rights granted hereunder; Licensee shall comply with all applicable international, federal, state and local laws relating to its exploitation of the rights granted hereunder; Licensee shall be responsible for and pay the music performance rights fees and royalties, if any, as set forth in Section 11.4 above; Licensee shall not permit, and shall take all precautions to prevent, the reception of the Licensed Programs other than Films in any facility that is not a private dwelling unit in an Aircraft Affiliated Hotel in the Territory that is authorized to receive exhibitions Exhibitions of Licensed Programs Films; Except for the promotion of the Licensed Films and other entertainment programs available on the Service or as otherwise expressly 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 Service in the Territory and otherwise exploit the rights granted hereunder; The Licensed Services do , it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations in exercising its rights and performing its obligations hereunder, and the Service does not infringe any third party intellectual property rights; and No Licensed Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement.

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 Services and Service in the Aircraft, wherever operated, Territory and otherwise exploit the rights granted hereunder; Licensee hereunder and it shall comply with all applicable international, federal, state and local laws relating to laws, ordinances, rules and regulations in exercising its exploitation of the rights granted 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 11.4 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 Licensed Included Programs on Approved Devices for anything other than in an Aircraft that is authorized to receive exhibitions of Licensed Programs Personal Use or as otherwise expressly permitted hereunder; The Licensed Services do not infringe any third party intellectual property rights; and No Licensed Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreementoutside a Private Residence.

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 Services and Service in the Aircraft, wherever operated, Territory and otherwise exploit the rights granted 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 Included Programs under this Agreement,] and Licensee shall comply with all applicable international, federal, state and local laws relating to laws, ordinances, rules and regulations in operating the Licensed Service and exercising its exploitation of the rights granted 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 11.4 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 Licensed Included Programs on Approved Devices for anything other than in an Aircraft that is authorized to receive exhibitions of Licensed Programs Personal Use or as otherwise expressly permitted hereunder; The Licensed Services do not infringe any third party intellectual property rights; and No Licensed Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreementoutside a Private Residence.

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 Services and Service in the Aircraft, wherever operated, Territory and otherwise exploit the rights granted hereunder; Licensee shall comply with all applicable international, federal, state and local laws relating to its exploitation of the rights granted hereunder; . Licensee shall be responsible for and pay the music performance rights and mechanical reproduction fees and royalties, if any, as set forth in Section 11.4 13.4 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 Licensed 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 to Approved Devices on the Licensed Service for a Personal Use, subject at all times to the Usage Rules. Licensee shall not permit, and shall use commercially reasonable efforts to prevent, the reception of the Included Programs for anything other than Personal Uses. Licensee shall comply with all laws and regulations applicable to the operation of the Licensed Service.