Licensee’s Warranties. The Licensee warrants and represents that:
(a) it has the resources, skills, knowledge and abilities necessary to perform its obligations under this Agreement;
(b) all Products on which the Licensed Xxxx is applied are Eligible Products; and
(c) it will comply with this Agreement, all Applicable Laws and Standards, in its promotion, marketing and supply of the Products.
Licensee’s Warranties. Licensee warrants that (i) its use of the Property and adjacent waters covered by this License shall not endanger health, create a nuisance, or otherwise be incompatible with overall Project recreational use, and (ii) it shall take all reasonable precautions to ensure that the construction, operation and maintenance of all structures, improvements and facilities authorized by this License will occur in a manner that protects the scenic, recreational, and other environmental values of the Project, and (iii) it shall not unduly restrict public access to Project lands and/or waters; and (iv) it will undertake all reasonable measures to ensure that debris, litter, bottles and any other materials are not thrown, dumped or otherwise deposited into the Project waters and will promptly clean up any such items that are in the Project waters and are traceable to its operations.
Licensee’s Warranties. The Licensee warrants, at the date of this Agreement and at the Determination of each Authorised Lottery, that:
(1) it will be able to demonstrate (to the reasonable satisfaction of the Minister) at all times that it will be able to, pay all prizes (whether claimed or unclaimed) upon Determination of an Authorised Lottery and refund the price of all Authorised Lottery entries in respect of any Authorised Lottery if it is not drawn or Determined;
(2) it is duly incorporated and is validly existing under the laws of its jurisdiction of incorporation, with full power and authority to enter into this Agreement and to perform its obligations under this Agreement and comply with the conditions of the Licence;
(3) this Agreement has been duly authorised, executed and delivered by the Licensee and constitutes a legal, valid and binding obligation of the Licensee enforceable against it in accordance with its terms, and no other proceedings on the part of the Licensee are necessary to authorise this Agreement;
(4) the execution and delivery of this Agreement and the performance by the Licensee of its obligations do not:
(a) conflict with the constitution or by-laws of the Licensee;
(b) constitute a violation of or a default under any agreements or arrangements to which the Licensee is a party (in particular, any Bloc Agreements); or
(c) contravene any law;
(5) there are no Encumbrances over any part of the Lottery Assets;
(6) the Licensee is not the subject of a Financial Default;
(7) the Licensee has not breached any laws relating to the Conduct of the Authorised Lotteries in other States or Territories;
(8) the Licensee has not committed any offence relating to the conduct of public lotteries whether in Victoria or elsewhere; and
(9) all information provided in writing by or on behalf of the Licensee to the Minister and Commission (including the Registration of Interests and Application to Apply for a Public Lottery submitted by the Licensee) was in all material respects true and accurate and not misleading by omission.
Licensee’s Warranties. Fiserv and ITI each warrant that it has the right and authority to enter into this Agreement and that it has no knowledge of any claim that the Licensees' products, which will be used in connection with the Licensed Check Products, infringe any patent or copyright or constitutes a misappropriation of any trade secret, and that this Agreement is not in conflict with existing agreements of Licensees. Fiserv and ITI warrant that any private label tradenames or marks that any Licensee directs Hyland to use to customize the Licensed Check Products do not infringe on the property rights of third parties.
Licensee’s Warranties. 13.1 Without prejudice to any other provisions in the Agreed Terms, the Licensee warrants to and for the benefit of the Licensor that:
(a) it has the power to enter into, exercise its rights under and perform and comply with its obligations under the Agreed Terms;
(b) it has the power and authority to hold the proposed Event and carry out the activities which are proposed to be carried out at the Event;
(c) all action, conditions, consents and things required to be taken, fulfilled and done in order:
(i) to enable it lawfully to enter into, exercise its rights under and perform and comply with its obligations under the Agreed Terms;
(ii) to ensure that those obligations are legally binding and enforceable; and
(iii) to make the Agreed Terms admissible in evidence in the courts of Singapore, have been taken, fulfilled and done;
(d) all necessary consents, including (but not limited to) consents from the relevant authorities, franchise owners, trademark and copyright proprietors have been obtained and are valid to enable it to hold the proposed Event;
(e) no music, literary or artistic work or other property protected by copyright will be performed, reproduced or used, nor will the name of any entity protected by trademark be reproduced or used during the Event unless the Licensee has obtained prior written permission from copyright owner(s) or trademark holder(s);
(f) it shall comply strictly with all laws and regulations regarding intellectual property rights;
(g) it shall not infringe on any statutory law, common law, by-law, governmental guidelines, policies and regulations or other rights of any person during its use of the Centre and/or, the Licence Area;
(h) no litigation or administrative proceedings are threatened or pending (whether or not against it) which would prevent it from holding the proposed Event;
(i) it has fully disclosed to the Licensor all material information regarding the Event which is necessary in order to enable the Licensor to grant the Licence and permit it to hold the Event at the Licence Area during the Licence Period in respect of the Licence Area; and
(j) each of the above warranties will be correct and complied with in all respects from the date of the Licence Agreement until the termination of the Licence Agreement or the Event Last Date (whichever is later) as if repeated then by reference to the then existing circumstances.
Licensee’s Warranties. Licensee hereby represents and warrants that Licensee (i) is free to enter into this Agreement, (ii) is not subject to any obligation which will or might hinder or prevent the full completion and performance by Licensee of any of the covenants and conditions to be kept and performed by Licensee hereunder, and (iii) will ensure that all uses of the Licensed Assets comply with the terms of this Agreement.
Licensee’s Warranties. Licensee represents and warrants to and covenants with Licensor that:
(i) Licensee is a Delaware limited liability company and the person executing this Agreement on its behalf is duly authorized to do so, and Licensee is authorized and has the power to enter into and perform its obligations under this Agreement; and
(ii) Licensee has the power and authority to cause the exhibitors of the Programs hereunder, including without limitation, the Affiliated Systems, to comply with the terms hereof applicable to such exhibitors and to perform their obligations hereunder.
Licensee’s Warranties. 9.6.1 The Licensee acknowledges and agrees that the Licensee, its Affiliates, and its Sub-licensees exploit the Licensed IP at their own risk.
9.6.2 The Licensee warrants to UCD that each sub-licence agreement will be enforceable in accordance with its terms.
Licensee’s Warranties. The Licensee represents and warrants to the Licensor that:
(a) it is a corporation duly formed and validly existing under the laws of Belgium.
(b) it does not lack the necessary corporate power and authority to enter into this Agreement and perform obligations under it and its execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate actions;
(c) neither the execution and delivery of this Agreement nor the performance by it of this Agreement will violate any provision of its Certificate of Incorporation and by-laws;
(d) the Licensee has not taken any action which would preclude or adversely affect the Licensee's full performance of this Agreement nor failed to take any action necessary in order to authorize or enable such performance;
(e) it has the capacity, ability and all property, including intellectual property, necessary to perform its obligations under the Agreement
Licensee’s Warranties. The Licensee represents and warrants and it is a condition of this Agreement that:
(a) The Licensee is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own, lease and operate its property and to carry on its business as now being conducted;
(b) The Licensee has the right to enter into this Agreement, and has full power and authority to enter into, execute and deliver this Agreement and perform its respective obligations hereunder. This Agreement has been duly authorized by all necessary corporate action of the Licensor. This Agreement has been duly executed and delivered by the Licensee and, assuming this Agreement is duly executed and delivered by the Licensor, constitutes a valid and legally binding obligation of the Licensee enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors’ rights generally, or the availability of equitable remedies;
(c) The execution and delivery by the Licensee of this Agreement do not, and compliance by the Licensee with the provisions of this Agreement will not, (a) conflict with or result in a breach or default under any of the terms, conditions or provisions of any agreement to which the Licensee is a party or otherwise bound, or to which any property or asset of the Licensee is subject; (b) violate any law applicable to the Licensee; or (c) result in the creation or imposition of any lien on any assets of the Licensee;
(d) The Licensee has obtained all authorisations, registrations, approvals or permits required by any governmental body or under any government legislation in connection with the Licensee's entry into and performance of this Agreement.
