Common use of Licensee’s Warranties Clause in Contracts

Licensee’s Warranties. 13.1 Licensee hereby warrants represents and agrees to and with Licensor that: (a) Licensee is now and shall continue to be engaged during the Term in the manufacture, sale, distribution and exploitation of Records in the Territory; (b) Licensee shall use its best efforts in accordance with these Terms and Conditions to promote the manufacture, sale, distribution and exploitation in the Territory of the Titled Album; (c) Licensee shall release a minimum of seventy five (75) Titled Albums hereunder within twelve (12) months from the date hereof; (d) Licensee possesses the full right power and authority to enter into and to perform these Terms and Conditions; (e) subject to Section 5.2 all Records manufactured by Licensee hereunder shall be of the highest quality and shall be consistent with the standards of the record industry; (f) all Records manufactured by Licensee hereunder shall be manufactured, advertised, distributed and sold by Licensee in strict compliance with all of these Terms and Conditions and the trademark license agreement made between the parties dated the date hereof and the Canadian trademark license agreement made between the Licensee and K-tel International, Ltd. dated the date hereof and Licensee hereby expressly acknowledges that no such Records may be exported for advertisement and/or sale (directly or indirectly) outside the Territory and Licensee shall not knowingly sell any Records manufactured hereunder to any third party intending to advertise and resell such Records outside the Territory and Licensee acknowledges that it shall be deemed to be knowingly selling or otherwise permitting the sale of Records manufactured hereunder to a third party intending to advertise and re-sell such Records outside the Territory if such third party shall have to the knowledge of Licensee previously purchased Records embodying the Licensed Masters and advertised and/or sold them outside the Territory; (g) all copy master tapes and other materials supplied to Licensee by Licensor hereunder and all mothers, stampers, matrices, tapes and other copies derived therefrom shall be retained under conditions of strict security to minimize the risk of theft and/or unauthorized duplication and Licensee shall not allow or permit any unauthorized duplication, use, disclosure or publication thereof. In the event of a breach or threatened breach of the foregoing provision in this Section 13.1(g), the parties acknowledge that the harm suffered by Licensor may not be compensable by monetary damages alone, and accordingly Licensee agrees that Licensor shall, in addition to any other legal or equitable remedies, be entitled to an injunction against such breach or threatened breach; 13.2 Licensee shall promptly notify Licensor of any circumstances coming to its attention which may prejudice Licensor’s rights in Licensed Masters and shall give all possible assistance to Licensor in the enforcement and/or protection of Licensor’s rights in Licensed Masters.

Licensee’s Warranties. 13.1 The Licensee hereby warrants represents warrants, at the date of this Agreement and agrees to and with Licensor at the Determination of each Authorised Lottery, that: (a1) Licensee 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 now and shall continue to be engaged during the Term in the manufacture, sale, distribution and exploitation of Records in the Territorynot drawn or Determined; (b2) Licensee shall use it is duly incorporated and is validly existing under the laws of its best efforts in accordance jurisdiction of incorporation, with these Terms and Conditions to promote the manufacture, sale, distribution and exploitation in the Territory of the Titled Album; (c) Licensee shall release a minimum of seventy five (75) Titled Albums hereunder within twelve (12) months from the date hereof; (d) Licensee possesses the full right power and authority to enter into this Agreement and to perform these Terms its obligations under this Agreement and Conditionscomply with the conditions of the Licence; (e3) subject to Section 5.2 all Records manufactured this Agreement has been duly authorised, executed and delivered by the Licensee hereunder shall be and constitutes a legal, valid and binding obligation of the highest quality Licensee enforceable against it in accordance with its terms, and shall be consistent with no other proceedings on the standards part of the record industryLicensee are necessary to authorise this Agreement; (f4) all Records manufactured by Licensee hereunder shall be manufactured, advertised, distributed the execution and sold by Licensee in strict compliance with all delivery of these Terms and Conditions this Agreement and the trademark license agreement made between the parties dated the date hereof and the Canadian trademark license agreement made between performance by the Licensee and Kof its obligations do not: (a) conflict with the constitution or by-tel International, Ltd. dated laws of the date hereof and Licensee hereby expressly acknowledges that no such Records may be exported for advertisement and/or sale (directly or indirectly) outside the Territory and Licensee shall not knowingly sell any Records manufactured hereunder to any third party intending to advertise and resell such Records outside the Territory and Licensee acknowledges that it shall be deemed to be knowingly selling or otherwise permitting the sale of Records manufactured hereunder to a third party intending to advertise and re-sell such Records outside the Territory if such third party shall have to the knowledge of Licensee previously purchased Records embodying the Licensed Masters and advertised and/or sold them outside the TerritoryLicensee; (gb) 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 copy master tapes and other materials supplied to Licensee information provided in writing by Licensor hereunder and all mothers, stampers, matrices, tapes and other copies derived therefrom shall be retained under conditions of strict security to minimize the risk of theft and/or unauthorized duplication and Licensee shall not allow or permit any unauthorized duplication, use, disclosure or publication thereof. In the event of a breach or threatened breach on behalf of the foregoing provision 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 this Section 13.1(g), the parties acknowledge that the harm suffered all material respects true and accurate and not misleading by Licensor may not be compensable by monetary damages alone, and accordingly Licensee agrees that Licensor shall, in addition to any other legal or equitable remedies, be entitled to an injunction against such breach or threatened breach; 13.2 Licensee shall promptly notify Licensor of any circumstances coming to its attention which may prejudice Licensor’s rights in Licensed Masters and shall give all possible assistance to Licensor in the enforcement and/or protection of Licensor’s rights in Licensed Mastersomission.

Licensee’s Warranties. 13.1 8.1 Licensee hereby warrants represents and agrees to and with Licensor that: (a) Licensee is now and shall continue to be engaged during the Term in the manufacture, sale, distribution and exploitation of Records in the Territory; (b) Licensee shall use its best efforts in accordance with these Terms and Conditions to promote the manufacture, sale, distribution and exploitation in the Territory of the Titled Album; (c) Licensee shall release a minimum of seventy five (75) Titled Albums hereunder within twelve (12) months from the date hereof; (d) Licensee possesses warrants that it has the full right right, power and authority to enter into this Agreement. 8.2 Licensee hereby agrees to indemnify and to perform these Terms hold Licensor harmless from and Conditions; against any claims, liabilities, demands, actions, costs and expenses (eincluding reasonable attorney's fees) subject to Section 5.2 all Records manufactured asserted against or incurred by Licensor arising in whole or in part out of any breach or alleged breach by Licensee of this Agreement or the representations or warranties made by Licensee hereunder shall be or from any claims arising out of the highest quality and manufacture, sale, use or possession of any Exploited Property hereunder, which is reduced to a final non-appealable judgment or a settlement with Licensee's written consent, which consent shall not be consistent with the standards unreasonably withheld. Licensor shall give Licensee prompt notice of the record industry; (f) all Records manufactured by any such claim, liability, demand, action, cost or expense for which Licensee hereunder shall be manufacturedmay incur indemnity liability hereunder, advertised, distributed and sold by Licensee in strict compliance with all of these Terms and Conditions and the trademark license agreement made between the parties dated the date hereof and the Canadian trademark license agreement made between the Licensee and K-tel International, Ltd. dated the date hereof and Licensee hereby expressly acknowledges that no such Records may be exported for advertisement and/or sale (directly or indirectly) outside the Territory and Licensee shall not knowingly sell have the option, at its own cost, to undertake and conduct the defense of any Records manufactured hereunder claim made or suit so commenced. 8.3 Licensee agrees to give Licensor written notice of any third party intending claim, demand or action ("Claim") to advertise which the foregoing indemnity applies promptly after obtaining knowledge thereof and resell shall make available to Licensor all documents and information in possession of Licensee material to such Records outside the Territory and Licensee acknowledges that it shall be deemed to be knowingly selling claim. Promptly after receipt of such notice or otherwise permitting the sale of Records manufactured hereunder to a third party intending to advertise and re-sell such Records outside the Territory if such third party shall have to the upon obtaining knowledge of any such Claim, Licensee previously purchased Records embodying agrees to assume the Licensed Masters defense of the Claim on behalf of itself and advertised and/or sold them outside Licensor. Licensor shall thereafter have the Territory; right to participate in the defense of the Claim through counsel of its choice at its own expense; provided that the final control and disposition of same (gby settlement, compromise or otherwise) all copy master tapes and other materials supplied shall remain with Licensee. If Licensee fails to Licensee by promptly assume the defense of any Claim, Licensor hereunder and all mothers, stampers, matrices, tapes and other copies derived therefrom shall be retained under conditions of strict security to minimize the risk of theft and/or unauthorized duplication may do so and Licensee shall promptly reimburse Licensor for all reasonable costs and expenses (including but not allow or permit any unauthorized duplication, use, disclosure or publication thereof. In the event of a breach or threatened breach of the foregoing provision limited to attorney's fees) incurred in this Section 13.1(g), the parties acknowledge that the harm suffered by Licensor may not be compensable by monetary damages alone, and accordingly Licensee agrees that Licensor shall, in addition to any other legal or equitable remedies, be entitled to an injunction against connection therewith as such breach or threatened breach; 13.2 Licensee shall promptly notify Licensor of any circumstances coming to its attention which may prejudice Licensor’s rights in Licensed Masters and shall give all possible assistance to Licensor in the enforcement and/or protection of Licensor’s rights in Licensed Mastersare incurred.

Licensee’s Warranties. 13.1 Licensee hereby warrants represents and agrees undertakes to Licensor that:- 12.1 it has the full, unconditional and with Licensor that: (a) Licensee is now and shall continue to be engaged during the Term in the manufacture, sale, distribution and exploitation of Records in the Territory; (b) Licensee shall use its best efforts in accordance with these Terms and Conditions to promote the manufacture, sale, distribution and exploitation in the Territory of the Titled Album; (c) Licensee shall release a minimum of seventy five (75) Titled Albums hereunder within twelve (12) months from the date hereof; (d) Licensee possesses the full irrevocable right power and authority to enter into the Agreement and to fully perform these Terms and Conditionsall of its obligations hereunder; (e) 12.2 it is solvent and not subject to Section 5.2 all Records manufactured or threatened by Licensee hereunder shall be of the highest quality and shall be consistent with the standards of the record industryany Insolvency; 12.3 it will ensure that the Products carry all proper copyright notices and credits as notified to it by Licensor; 12.4 (fwithout prejudice to Licensor's warranties in Clause 11) all Records manufactured by Licensee hereunder the Products shall be manufactured, advertised, sold and distributed and sold by Licensee in strict compliance accordance with all of these Terms applicable laws and Conditions standards and the trademark license agreement made shall not be accompanied by any defamatory, malicious, false, licentious or blasphemous material or any actual firearms, tobacco, alcohol or drugs or so as to bring Licensor into disrepute; 12.5 (without prejudice to Licensor's warranties in Clause 11) it shall (as between the parties) be responsible for obtaining all certifications, registrations and approvals from statutory or regulatory authorities for release and distribution of the Products in the Territory (but for the avoidance of doubt excluding certifications, negotiations and approvals relating to Licensor Trade Marks and other Intellectual Property owned or controlled by Licensor); 12.6 (subject to Clause 9.6) it shall ensure that it has obtained and paid for all licences, clearances and authorisations from third parties dated to produce the date hereof Products; 12.7 it shall not do or omit to do or permit there to be done any act which may render invalid the Property or any right of copyright or other rights licensed under the Agreement; 12.8 it shall during the Term maintain at its own expense product liability insurance (which shall name Licensor as co-insured and co-payee) in the Canadian trademark license agreement made between amount of US$3,000,000 (three million US dollars) or sterling equivalent in the aggregate and for each claim to protect Licensee and K-tel International, Ltd. dated Licensor against any and all claims actions losses or damages arising out of any actual or alleged defects in the date hereof Product such product liability insurance being from a reputable recognised insurance company and prior to manufacturing the Products Licensee hereby expressly acknowledges shall supply for Licensor's retention a copy of all policy documentation relating thereto. In addition the policy shall be Promptly endorsed so that no such Records may be exported for advertisement and/or sale (directly cancellation or indirectly) outside material alteration shall not take place without the Territory and written consent of Licensor; 12.9 Licensee shall not knowingly sell manufacture or distribute any Records manufactured hereunder to any third party intending to advertise defective or sub-standard Products or publicity material relating thereto and resell such Records outside the Territory shall ensure that at its own expense all products and Licensee acknowledges that it shall be deemed to be knowingly selling or otherwise permitting the sale of Records manufactured hereunder to a third party intending to advertise and re-sell such Records outside the Territory if such third party shall have to the knowledge of Licensee previously purchased Records embodying the Licensed Masters and advertised and/or sold them outside the Territory; (g) all copy master tapes and other materials supplied to Licensee by Licensor hereunder and all mothers, stampers, matrices, tapes and other copies derived therefrom shall be retained under conditions of strict security to minimize the risk of theft and/or unauthorized duplication and Licensee shall not allow or permit any unauthorized duplication, use, disclosure or publication thereof. In the event of a breach or threatened breach said publicity material are of the foregoing provision in this Section 13.1(g), the parties acknowledge that the harm suffered by Licensor may not be compensable by monetary damages alone, and accordingly Licensee agrees that Licensor shall, in addition to any other legal or equitable remedies, be entitled to an injunction against such breach or threatened breach; 13.2 Licensee shall promptly notify Licensor of any circumstances coming to its attention which may prejudice Licensor’s rights in Licensed Masters and shall give all possible assistance to Licensor highest standards used in the enforcement and/or protection of industry and (without prejudice to Licensor’s rights 's warranties in Licensed MastersClause 11) shall conform with all applicable laws and standards.