Common use of Licensor’s Warranties Clause in Contracts

Licensor’s Warranties. 11.1. The Licensor represents warrants and undertakes to Licensee that: a. it has the right to enter into this Agreement and that once executed this Agreement will constitute its legal, valid and binding obligations; b. it will grant to the Licensee the License as contemplated by this Agreement and will have throughout the Term all necessary permits, licenses, authorisations, and consents to enter into this Agreement, provide the Deliverables and comply with its obligations under this Agreement; c. for a period of thirty (30) days from the Commencement Date: (i) the Licensed Software will perform substantially in accordance with the Documentation, and (ii) any media upon which the Licensed Software is delivered will be free of defects in materials and workmanship under normal use (“Warranty Period”); and d. the Licensed Materials and the media on which the Licensed Materials are delivered are, to the best knowledge of the Licensor, free from viruses and/or other malicious code and/or any license key (other than the activation keys provided hereunder) or other item or device that could impair the use of the Licensed Materials. 11.2. If, within the Warranty Period, the Licensee notifies the Licensor of any defect or fault in the Licensed Materials in consequence of which it fails to conform to the warranty in clause 11.1(c), the Licensor shall correct any material error reported by the Licensee in the Licensed Materials free of charge so as to comply with the warranty in clause 11.1(c). 11.3. If, within the Warranty Period, the Licensor is unable to make the Licensed Materials (or any part of them) operate as warranted, the Licensee will be entitled, upon uninstalling the Licensed Materials (or such part of it, as applicable) and any copies made, to a refund of the Fees paid by the Licensee to Licensor for those Licensed Software Components, and the License for those Licensed Software Components will then terminate. 11.4. The Licensor does not warrant that the Licensed Software will be uninterrupted, error-free or secure. 11.5. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED UNDER THIS AGREEMENT AND TO THE EXTENT POSSIBLE BY LAW, THE LICENSED MATERIALS AND ANY MEDIA ON WHICH THE LICENSED MATERIALS ARE DELIVERED ARE PROVIDED “AS IS” AND ALL CONDITIONS, WARRANTIES, TERMS AND OBLIGATIONS OTHER THAN IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXCLUDED, WHETHER ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION AND AS PERMITTED BY LAW, WARRANTIES AS TO SATISFACTORY QUALITY, MERCHANTABILITY, ACCURACY OF RESULTS, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

Licensor’s Warranties. 11.1. The 4.1 As the consideration of grant of the License by the Licensor represents to the Licensee, the Licensee hereby warrants and undertakes to Licensee that: a. it has the right to enter into this Agreement and Licensor that once executed this Agreement will constitute its legalduring the term hereof, valid and binding obligations; b. it will grant to without the Licensee the License as contemplated by this Agreement and will have throughout the Term all necessary permits, licenses, authorisations, and consents to enter into this Agreement, provide the Deliverables and comply with its obligations under this Agreement; c. for a period of thirty (30) days from the Commencement Date: (i) the Licensed Software will perform substantially in accordance with the Documentation, and (ii) any media upon which the Licensed Software is delivered will be free of defects in materials and workmanship under normal use (“Warranty Period”); and d. the Licensed Materials and the media on which the Licensed Materials are delivered are, to the best knowledge of prior written consent form the Licensor, free from viruses and/or other malicious code and/or any license key (other than the activation keys provided hereunder) or other item or device that could impair the use of the Licensed Materials. 11.2. If, within the Warranty Period, the Licensee notifies the Licensor of any defect or fault in the Licensed Materials in consequence of which it fails to conform to the warranty in clause 11.1(c), the Licensor shall correct any material error reported by the Licensee in the Licensed Materials free of charge so as to comply with the warranty in clause 11.1(c). 11.3. If, within the Warranty Period, the Licensor is unable to make the Licensed Materials (or any part of them) operate as warranted, the Licensee will not: (1) use its own resources, or outsource or purchase any recourse from any party other than the Licensor, for provision of technical services; (2) enter into any agreement, or make any arrangement, or become liable to any third party; (3) be entitled, upon uninstalling engaged in any business competitive with the Licensed Materials business the Licensor is engaged in (including with limitation the technical services provided by the Licensor); (4) engage or such part of it, as applicable) and intend to engage any copies made, to a refund employee of the Fees paid Licensor or its affiliate; (5) adopt or amend its budget or operation plan; however, the Licensee shall provide its budget and operation plan draft for each fiscal year at least sixty (60) days before the beginning of each fiscal year to the Licensor for the Licensor’s approval; or (6) enter into any agreement with any third party for any matter same with or similar to the subject matter hereof. 4.2 As the consideration of grant of the License by the Licensor to the Licensee, the Licensee hereby warrants to the Licensor that during the term hereof: (1) the Licensee will obtain from or renew with related governmental and administrative authorities any related approval, consent, license, registration and permit necessary for those Licensed Software Componentsits establishment and valid existing (including without limitation the establishment approval certificate and business license), or any approval, consent, license, registration and permit in relation to the existing and operation of the value-added telecommunication permit, value-added telecommunication business or any other Internet content provider business, and maintain the License for those Licensed Software Components will then terminatevalidity of above mentioned approval, consent, license, registration and permit. 11.4. The Licensor does (2) the Licensee will not warrant that cease or change the Licensed Software current scope of Business, or be engaged in or incur any business or expenses beyond the approved and valid budget and operation plan, or cease the value-added telecommunication business; (3) the Licensee with not change the nature of Internet content provider business it is currently engaged in; or (4) the Licensee will be uninterruptedoperate Business lawfully, error-free or secureand will not engage in any business in violation of related laws. 11.5. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED UNDER THIS AGREEMENT AND TO THE EXTENT POSSIBLE BY LAW, THE LICENSED MATERIALS AND ANY MEDIA ON WHICH THE LICENSED MATERIALS ARE DELIVERED ARE PROVIDED “AS IS” AND ALL CONDITIONS, WARRANTIES, TERMS AND OBLIGATIONS OTHER THAN IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXCLUDED, WHETHER ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION AND AS PERMITTED BY LAW, WARRANTIES AS TO SATISFACTORY QUALITY, MERCHANTABILITY, ACCURACY OF RESULTS, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

Licensor’s Warranties. 11.1. The Licensor represents and warrants and undertakes to the Licensee thatas follows: a. it (a) The Licensor 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 Licensor has the right to enter into this Agreement, and has full power and authority to enter into, execute and deliver this Agreement and that once 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 Licensor and, assuming this Agreement is duly executed and delivered by the Licensee, constitutes a valid and legally binding obligation of the Licensor 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 Licensor has obtained all authorizations, registrations, approvals or permits required by any governmental body or under any government legislation in connection with the Licensor's entry into and performance of this Agreement, including without limitation the consent of the Commonwealth of Australia. (d) The execution and delivery by the Licensor of this Agreement do not, and compliance by the Licensor with the provisions of this Agreement will constitute its legalnot, (i) conflict with or result in a breach or default under any of the terms, conditions or provisions of any contract to which the Licensor is a party or otherwise bound, or to which any property or asset of the Licensor is subject; (ii) violate any law applicable to the Licensor; or (iii) result in the creation or imposition of any lien on any assets of the Licensor including without limitation the IP; (e) The Licensor has good, valid and binding obligations; b. it will grant marketable title to the Licensee IP, free and clear of any lien, claim or encumbrance of any kind, except as that may be set forth in the License Commonwealth Loan Agreement. (f) The schedule of patents and patent applications set forth in Schedule 1 is true and correct as contemplated by this Agreement and will have throughout of the Term all necessary permits, licenses, authorisations, and consents to enter into date of this Agreement, provide and sets forth the Deliverables and comply with its obligations under this Agreementcomplete rights held by or on behalf of the Licensor. (g) The exercise by Licensee of the rights granted hereunder will not infringe any intellectual property rights of any person, including without limitation any patent right, trade xxxx, or service xxxx, nor give rise to the obligation to pay any sums by the Licensee to any third party; c. for a period (h) The Licensor has not received any written notice of thirty (30or is otherwise aware of any) days from infringement or other written complaint to the Commencement Date: effect that Licensor has violated or infringed the intellectual property or any other proprietary rights of others. Licensor has full right and authority to utilize the Patent Rights. No person has interfered with, infringed upon, misappropriated, or otherwise violated any intellectual property right of Licensor; (i) the Licensed Software will perform substantially in accordance with the Documentation, and (ii) any media upon which the Licensed Software There is delivered will be free of defects in materials and workmanship under normal use (“Warranty Period”); and d. the Licensed Materials and the media on which the Licensed Materials are delivered areno pending or, to the best knowledge of the Licensor, free from viruses and/or other malicious code and/or threatened action (or basis for any license key (other than the activation keys provided hereunderaction) or other item or device that could impair the use of the Licensed Materials. 11.2. If, within the Warranty Period, the Licensee notifies the Licensor of any defect or fault in the Licensed Materials in consequence of to which it fails to conform to the warranty in clause 11.1(c), the Licensor shall correct any material error reported by the Licensee in the Licensed Materials free of charge so as to comply with the warranty in clause 11.1(c). 11.3. If, within the Warranty Period, the Licensor is unable a party or involving any of the IP or which could materially affect the Licensor’s ability to execute and deliver this Agreement or to perform its respective obligations contemplated hereby; (j) Other than as set forth in Schedule 4, none of the IP is subject to any license, agreement, contract, distribution agreement, commercialization agreement or any other contract, agreement or other understanding of any kind or nature whatsoever; (k) The Licensor is not obligated or under any liability whatsoever to make any payments by way of royalties, fees, or otherwise with respect to the IP, except as required by the Commonwealth Loan; (l) The Licensor is not using any confidential or trade secrets of others; (m) The parties to the Australian Distribution and License Agreement are not Affiliates of each other; (n) The documents, data and computer programs describing the IP supplied to the Licensee by the Licensor are true, accurate, reliable and up to date; and (o) None of the representations and warranties by the Licensor in this Agreement contains any untrue statement of material fact or omits to state any material fact necessary to make the Licensed Materials (or any part statements made therein, in light of them) operate as warranted, the Licensee will be entitled, upon uninstalling the Licensed Materials (or such part of it, as applicable) and any copies circumstances under which they were made, to a refund of the Fees paid by the Licensee to Licensor for those Licensed Software Components, and the License for those Licensed Software Components will then terminatenot misleading. 11.4. The Licensor does not warrant that the Licensed Software will be uninterrupted, error-free or secure. 11.5. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED UNDER THIS AGREEMENT AND TO THE EXTENT POSSIBLE BY LAW, THE LICENSED MATERIALS AND ANY MEDIA ON WHICH THE LICENSED MATERIALS ARE DELIVERED ARE PROVIDED “AS IS” AND ALL CONDITIONS, WARRANTIES, TERMS AND OBLIGATIONS OTHER THAN IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXCLUDED, WHETHER ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION AND AS PERMITTED BY LAW, WARRANTIES AS TO SATISFACTORY QUALITY, MERCHANTABILITY, ACCURACY OF RESULTS, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

Licensor’s Warranties. 11.1. The Licensor represents and warrants to, and undertakes covenants with, Licensee with respect to Licensee each Program that: a. it (i) Licensor is a California corporation and the person executing this Agreement on its behalf is duly authorized to do so, and Licensor is authorized and has the right power to enter into this Agreement and that once executed this Agreement will constitute its legal, valid and binding obligations; b. it will grant to the Licensee the License as contemplated by this Agreement and will have throughout the Term all necessary permits, licenses, authorisations, and consents to enter into this Agreement, provide the Deliverables and comply with perform its obligations under this Agreement;, including, without limitation, the power to prohibit the Exhibitions to Affiliated Systems (other than by Licensee) as contemplated by Section 2(c) of these Standard Terms and Conditions; Licensor owns or controls the right to Exhibit, publicize, reproduce, and otherwise derive revenue from such Program in the manner and form provided in this Agreement, free and clear of any and all liens, claims or encumbrances; Licensor has the right to grant the rights granted herein; and such Program has not been licensed and will not be licensed for Exhibition contrary to the provisions of this Agreement; and Licensor is not and will not be subject to any agreement or obligation which is or might be inconsistent herewith or interfere with Licensee’s full enjoyment of the rights granted to Licensee hereunder; and c. for a period (ii) Licensee shall have no obligation with respect to any fees or commissions to any agent or representative of thirty Licensor or any performer; and payment to Licensor shall fully discharge Licensee of any payment obligation regarding each performer’s services hereunder; and (30iii) days from the Commencement Date: (i) the Licensed Software will perform substantially Such Program has been produced in accordance with all applicable laws, regulations and collective bargaining agreements; and such Program (and each of the Documentationperformances contained therein) is in all respects in compliance with all applicable laws, regulations and (ii) any media upon which the Licensed Software is delivered will be free of defects in materials and workmanship under normal use (“Warranty Period”)collective bargaining agreements; and d. the Licensed Materials and the media (iv) Licensor shall on a timely basis make all payments which the Licensed Materials are delivered are, to the best knowledge may become due or payable under any applicable guild or union collective bargaining agreement or under any other contract by reason of the exhibition of such Program hereunder; and neither Licensee nor any Affiliated System or service with which Licensee does business shall have any responsibility or liability for any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any Person in connection with such Program, nor any responsibility or liability for the making of payments to or on behalf of any Person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of such Program hereunder, any trailer or other elements supplied by Licensor or any non-film material supplied by Licensor, free from viruses and/or all residual and other malicious code and/or payments to any license key such Person being the sole responsibility and obligation of Licensor; and (other v) Other than the activation keys provided music performance rights licenses as addressed in clause (vi) below, Licensor has obtained all necessary music clearances and licenses in connection with the production of the Programs (including, without limitation, music publishing and synchronization rights and licenses) and has made all payments required in connection therewith; and Licensor has obtained any and all necessary releases from the performers in such Program, and shall also be responsible for having adequately informed the audience, if any, that such Program is being recorded for commercial exploitation and distribution (and/or being distributed live for commercial exploitation and distribution, as the case may be), and for obtaining from any and all performers and participants (including audience members, if any) all required releases of any right to be excluded from the final production; and (vi) The non-dramatic music performance rights necessary for the uses of such Program licensed hereunder (and for the uses of the advertising or publicity materials supplied by Licensor in connection therewith) are: (A)(I) controlled by American Society of Composers, Authors and Publishers, Broadcast Music, Inc., or SESAC, Inc. and (II) available for direct license by Licensee from the publisher(s) controlling such rights; (B) owned by or licensed to Licensor so that no additional clearance of, or payment with respect to, such rights is required for the uses of such Program licensed hereunder; or (C) in the public domain; and (vii) Such Program is validly registered for copyright protection in the U.S. and will remain so protected during its License Period; and (viii) There are no claims, litigation or other item legal proceedings pending or device threatened relating to such Program or the rights granted herein that could impair would adversely affect the use rights granted to Licensee hereunder; and (ix) The first day of the Licensed Materials. 11.2. If, within License Period for such Program is the Warranty Period, date of the Licensee notifies the Licensor first Exhibition of any defect or fault in the Licensed Materials in consequence of which it fails to conform to the warranty in clause 11.1(c), the Licensor shall correct any material error reported by the Licensee in the Licensed Materials free of charge such Program so as to comply with the warranty in clause 11.1(c). 11.3. If, be receivable within the Warranty Period, the Licensor is unable to make the Licensed Materials (Territory by any means or any part of them) operate as warranted, the Licensee will be entitled, upon uninstalling the Licensed Materials (or such part of it, as applicable) and any copies made, to a refund of the Fees paid by the Licensee to Licensor for those Licensed Software Components, and the License for those Licensed Software Components will then terminatemedia. 11.4. The Licensor does not warrant that the Licensed Software will be uninterrupted, error-free or secure. 11.5. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED UNDER THIS AGREEMENT AND TO THE EXTENT POSSIBLE BY LAW, THE LICENSED MATERIALS AND ANY MEDIA ON WHICH THE LICENSED MATERIALS ARE DELIVERED ARE PROVIDED “AS IS” AND ALL CONDITIONS, WARRANTIES, TERMS AND OBLIGATIONS OTHER THAN IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXCLUDED, WHETHER ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION AND AS PERMITTED BY LAW, WARRANTIES AS TO SATISFACTORY QUALITY, MERCHANTABILITY, ACCURACY OF RESULTS, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

Licensor’s Warranties. 11.1The Licensor warrants that it is the entire legal and beneficial owner of or it is duly authorise to sub-licence, as the case may be, certain software products listed in Schedule 1 and is willing to license and/or sub-licence the Participant to use these products. The Licensor represents warrants and undertakes to Licensee that: a. it has that the right to enter into this Agreement and that once executed this Agreement Software will constitute its legal, valid and binding obligations; b. it will grant conform in all material respects to the Licensee the License as contemplated by this Agreement and will have throughout the Term all necessary permits, licenses, authorisations, and consents to enter into this Agreement, provide the Deliverables and comply with its obligations under this Agreement; c. User Guide for a period of thirty (30) 30 days from the Commencement Date: date of this licence (i) the Licensed Software will perform substantially in accordance with the Documentation, and (ii) any media upon which the Licensed Software is delivered will be free of defects in materials and workmanship under normal use (“Warranty Period”); and d. the Licensed Materials and the media on which the Licensed Materials are delivered are, to the best knowledge of the Licensor, free from viruses and/or other malicious code and/or any license key (other than the activation keys provided hereunder) or other item or device that could impair the use of the Licensed Materials. 11.2. If, within the Warranty Period, the Licensee Participant notifies the Licensor in writing of any defect or fault in the Licensed Materials Software in consequence of which it fails to conform in all material respects to the warranty User Guide, and such defect or fault does not result from the Participant, or anyone acting with the authority of the Participant, having amended the Software or used it outside the terms of this licence for a purpose or in clause 11.1(c)a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Licensor, or it has not been loaded onto Licensor-specified or suitably configured equipment, the Licensor shall correct any material error reported by shall, at the Licensee in the Licensed Materials free of charge so as to comply with the warranty in clause 11.1(c). 11.3. IfLicensor's option, within the Warranty Period, the Licensor is unable to make the Licensed Materials (or any part of them) operate as warranted, the Licensee will be entitled, upon uninstalling the Licensed Materials (or such part of it, as applicable) and any copies made, to a refund do one of the Fees following: a) repair the Software; b) replace the Software; or c) terminate this licence immediately by notice in writing to the Participant and refund any of the Fee paid by the Licensee Participant as at the date of termination (less a reasonable sum in respect of the Participant's use of the Software to the date of termination) on return of the Software and all copies thereof, provided the Participant provides all the information that may be necessary to assist the Licensor for those Licensed Software Componentsin resolving the defect or fault, and including a documented example of any defect or fault, or sufficient information to enable the License for those Licensed Software Components will then terminate. 11.4Licensor to re-create the defect or fault. The Licensor does not warrant that the Licensed use of the Software will be uninterrupted, uninterrupted or error-free free. The Participant accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Participant. All other conditions, warranties or secureother terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care. 11.5. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED UNDER THIS AGREEMENT AND TO THE EXTENT POSSIBLE BY LAW, THE LICENSED MATERIALS AND ANY MEDIA ON WHICH THE LICENSED MATERIALS ARE DELIVERED ARE PROVIDED “AS IS” AND ALL CONDITIONS, WARRANTIES, TERMS AND OBLIGATIONS OTHER THAN IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXCLUDED, WHETHER ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION AND AS PERMITTED BY LAW, WARRANTIES AS TO SATISFACTORY QUALITY, MERCHANTABILITY, ACCURACY OF RESULTS, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

Licensor’s Warranties. 11.1. The 4.1 As the consideration of grant of the License by the Licensor represents to the Licensee, the Licensee hereby warrants and undertakes to Licensee that: a. it has the right to enter into this Agreement and Licensor that once executed this Agreement will constitute its legalduring the term hereof, valid and binding obligations; b. it will grant to without the Licensee the License as contemplated by this Agreement and will have throughout the Term all necessary permits, licenses, authorisations, and consents to enter into this Agreement, provide the Deliverables and comply with its obligations under this Agreement; c. for a period of thirty (30) days from the Commencement Date: (i) the Licensed Software will perform substantially in accordance with the Documentation, and (ii) any media upon which the Licensed Software is delivered will be free of defects in materials and workmanship under normal use (“Warranty Period”); and d. the Licensed Materials and the media on which the Licensed Materials are delivered are, to the best knowledge of prior written consent form the Licensor, free from viruses and/or other malicious code and/or any license key (other than the activation keys provided hereunder) or other item or device that could impair the use of the Licensed Materials. 11.2. If, within the Warranty Period, the Licensee notifies the Licensor of any defect or fault in the Licensed Materials in consequence of which it fails to conform to the warranty in clause 11.1(c), the Licensor shall correct any material error reported by the Licensee in the Licensed Materials free of charge so as to comply with the warranty in clause 11.1(c). 11.3. If, within the Warranty Period, the Licensor is unable to make the Licensed Materials (or any part of them) operate as warranted, the Licensee will not: (1) use its own resources, or outsource or purchase any recourse from any party other than the Licensor, for provision of technical services; (2) enter into any agreement, or make any arrangement, or become liable to any third party; (3) be entitled, upon uninstalling engaged in any business competitive with the Licensed Materials business the Licensor is engaged in (including with limitation the technical services provided by the Licensor); (4) engage or such part of it, as applicable) and intend to engage any copies made, to a refund employee of the Fees paid Licensor or its affiliate; or (5) adopt or amend its budget or operation plan; however, the Licensee shall provide its budget and operation plan draft for each fiscal year at least sixty (60) days before the beginning of each fiscal year to the Licensor for the Licensor’s approval; or (6) enter into any agreement with any third party for any matter same with or similar to the subject matter hereof. 4.2 As the consideration of grant of the License by the Licensor to the Licensee, the Licensee hereby warrants to the Licensor that during the term hereof, unless the Licensor has refused to give its consent in writing in advance: (1) the Licensee will obtain from or renew with related governmental and administrative authorities any related approval, consent, license, registration and permit necessary for those Licensed Software Componentsits establishment and valid existing (including without limitation the establishment approval certificate and business license), or any approval, consent, license, registration and permit in relation to the existing and operation of the Internet content provider permit, ICP business or any other Internet content provider business, and maintain the License for those Licensed Software Components will then terminatevalidity of above mentioned approval, consent, license, registration and permit. 11.4. The Licensor does (2) the Licensee will not warrant that cease or change the Licensed Software current scope of Business, or be engaged in or incur any business or expenses beyond the approved and valid budget and operation plan, or cease the ICP business; (3) the Licensee with not change the nature of Internet content provider business it is currently engaged in; (4) the Licensee will be uninterruptedoperate Business lawfully, error-free or secureand will not engage in any business in violation of related laws. 11.5. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED UNDER THIS AGREEMENT AND TO THE EXTENT POSSIBLE BY LAW, THE LICENSED MATERIALS AND ANY MEDIA ON WHICH THE LICENSED MATERIALS ARE DELIVERED ARE PROVIDED “AS IS” AND ALL CONDITIONS, WARRANTIES, TERMS AND OBLIGATIONS OTHER THAN IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXCLUDED, WHETHER ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION AND AS PERMITTED BY LAW, WARRANTIES AS TO SATISFACTORY QUALITY, MERCHANTABILITY, ACCURACY OF RESULTS, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

Licensor’s Warranties. 11.1. The Licensor represents and warrants to, and undertakes covenants with, Licensee with respect to Licensee each Program (and all elements thereof, including the Vignettes) that: a. it : (i) Licensor is a California corporation and the person executing this Agreement on its behalf is duly authorized to do so, and Licensor is authorized and has the right power to enter into this Agreement and that once executed this Agreement will constitute its legal, valid and binding obligations; b. it will grant to the Licensee the License as contemplated by this Agreement and will have throughout the Term all necessary permits, licenses, authorisations, and consents to enter into this Agreement, provide the Deliverables and comply with perform its obligations under this Agreement; c. , including, without limitation, the power to pro-hibit the Exhibitions contemplated by Section 2(c) hereof; Licensor owns or controls the right to Exhibit, publicize, reproduce, and otherwise derive revenue from such Program in the manner and form provided in this Agreement, free and clear of any and all liens, claims or encumbrances; Licensor has the right to grant the rights granted herein; and such Program has not been licensed and will not be licensed for a period Exhibition contrary to the provi-sions of thirty (30) days from this Agreement; and Licensor is not and will not be subject to any agreement or obligation which is or might be inconsistent herewith or interfere with Licensee’s full enjoyment of the Commencement Date: (i) the Licensed Software will perform substantially in accordance with the Documentation, rights granted to Licensee hereunder; and (ii) Such Program (and all elements thereof), its title and any media upon advertising or publicity mate-rials supplied by Licensor in connection therewith, do not and will not contain any language or material which is obscene, libelous, slanderous or defamatory and will not, when used as permitted hereunder, violate or infringe upon, or give rise to any adverse claim with respect to, any common-law or other right whatsoever (including, with-out limitation, any copyright, trademark, service xxxx, literary, dramatic, music or motion picture right, right of privacy or publicity, contract right or moral rights of authors) of any Person, or violate any law; and (iii) Licensee shall have no obligation with respect to any fees or commissions to any agent or representative of Licensor or any performer; and payment to Licensor shall fully discharge Licensee of any payment obligation regarding each performer’s services hereunder; and (iv) Such Program has been produced in accordance with all applicable laws, regulations and collective bargaining agreements; and such Program (and each of the Licensed Software performances contained therein) is in all respects in compliance with all applicable laws, regulations and collective bargaining agreements; and (v) Licensor shall on a timely basis make all payments which may become due or payable under any applicable guild or union collective bargaining agreement or under any other contract by reason of the exhibition of such Program hereunder; and neither Licensee nor any Affiliated System or service with which Licensee does business shall have any responsibility or liability for any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any Person in connection with such Program, nor any responsibility or liability for the making of payments to or on behalf of any Person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of such Program hereunder, any trailer or other elements supplied by Licensor or any non-film material supplied by Licensor, all residual and other payments to any such Person being the sole responsibility and obligation of Licensor; and (vi) Licensor shall on a timely basis make all payments of all Program Taxes which may become due or payable; and neither Licensee nor any Affiliated System or service with which Licensee does business shall have any responsibility or liability for any Program Taxes in connection with such Program, nor any responsibility or liability for the making of payments to or on behalf of any governmental agency by virtue of the use made of such Program hereunder, any trailer or other elements supplied by Licensor or any non-film material supplied by Licensor, all such payments being the sole responsibility and obligation of Licensor; and (vii) Licensor has obtained all necessary music clearances and licenses (including, without limitation, music publishing and synchronization rights and licenses) and has made all payments required in connection therewith; and Licensor has obtained any and all necessary releases from the performers in such Program, and shall also be responsible for having adequately informed the audience that such Program is being recorded for commercial exploitation and distribution (and/or being distributed live for commercial exploitation and distribution, as the case may be), and for obtaining from any and all performers and participants (including audience members) all required releases of any right to be excluded from the final production; and (viii) The non-dramatic music performance rights necessary for the uses of such Program licensed hereunder (and for the uses of the advertising or publicity mate-rials suppliedby Licensor in connection therewith) are: (A)(I) controlled by American Society of Composers, Authors and Publishers or Broadcast Music, Inc. and (II) available for direct license by Licensee from the publisher(s) controlling such rights; (B) owned by or licensed to Licensor so that no additional clearance of, or payment with respect to, such rights is required for the uses of such Program licensed hereunder; or (C) in the public domain; and (ix) The title of such Program as set forth in the Deal Terms is the same as that which appears on the Physical Materials and/or Signal and Backup Signal and advertising materials delivered will be free of defects hereunder with respect thereto; and the rating and content advisories for such Program as set forth in the Deal Terms are the same as the rating and content advisories that appear on all physical materials and workmanship under normal use advertising materials used in connection with the Exhibition of such Program hereunder or otherwise; and (“Warranty x) Such Program is validly registered for copyright protection in the U.S. and will remain so protected during its License Period”); and d. and (xi) There are no claims, litigation or other legal proceedings pending or threatened relating to such Program or the Licensed Materials rights granted herein; and the media on which the Licensed Materials are delivered are, to the best knowledge (xii) The first day of the Licensor, free from viruses and/or other malicious code and/or any license key (other than License Period for such Program is the activation keys provided hereunder) or other item or device that could impair the use date of the Licensed Materials. 11.2. If, within the Warranty Period, the Licensee notifies the Licensor first Exhibition of any defect or fault in the Licensed Materials in consequence of which it fails to conform to the warranty in clause 11.1(c), the Licensor shall correct any material error reported by the Licensee in the Licensed Materials free of charge such Program so as to comply with the warranty in clause 11.1(c). 11.3. If, be receivable within the Warranty Period, the Licensor is unable to make the Licensed Materials (Territory by any means or any part of them) operate as warranted, the Licensee will be entitled, upon uninstalling the Licensed Materials (or such part of it, as applicable) and any copies made, to a refund of the Fees paid by the Licensee to Licensor for those Licensed Software Components, and the License for those Licensed Software Components will then terminatemedia. 11.4. The Licensor does not warrant that the Licensed Software will be uninterrupted, error-free or secure. 11.5. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED UNDER THIS AGREEMENT AND TO THE EXTENT POSSIBLE BY LAW, THE LICENSED MATERIALS AND ANY MEDIA ON WHICH THE LICENSED MATERIALS ARE DELIVERED ARE PROVIDED “AS IS” AND ALL CONDITIONS, WARRANTIES, TERMS AND OBLIGATIONS OTHER THAN IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXCLUDED, WHETHER ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION AND AS PERMITTED BY LAW, WARRANTIES AS TO SATISFACTORY QUALITY, MERCHANTABILITY, ACCURACY OF RESULTS, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

Licensor’s Warranties. 11.1. The Licensor represents and warrants to, and undertakes covenants with, Licensee with respect to Licensee each Program (and all elements thereof, including the Vignettes) that: a. it (i) Licensor is a California corporation and the person executing this Agreement on its behalf is duly authorized to do so, and Licensor is authorized and has the right power to enter into this Agreement and that once executed this Agreement will constitute its legal, valid and binding obligations; b. it will grant to the Licensee the License as contemplated by this Agreement and will have throughout the Term all necessary permits, licenses, authorisations, and consents to enter into this Agreement, provide the Deliverables and comply with perform its obligations under this Agreement;, including, without limitation, the power to pro-hibit the Exhibitions contemplated by Section 2(c) hereof; Licensor owns or controls the right to Exhibit, publicize, reproduce, and otherwise derive revenue from such Program in the manner and form provided in this Agreement, free and clear of any and all liens, claims or encumbrances; Licensor has the right to grant the rights granted herein; and such Program has not been licensed and will not be licensed for Exhibition contrary to the provi-sions of this Agreement; and Licensor is not and will not be subject to any agreement or obligation which is or might be inconsistent herewith or interfere with Licensee’s full enjoyment of the rights granted to Licensee hereunder; and c. for a period (ii) Such Program (and all elements thereof), its title and any advertising or publicity mate-rials supplied by Licensor in connection therewith, do not and will not contain any language or material which is obscene, libelous, slanderous or defamatory and will not, when used as permitted hereunder, violate or infringe upon, or give rise to any adverse claim with respect to, any common-law or other right whatsoever (including, with-out limitation, any copyright, trademark, service xxxx, literary, dramatic, music or motion picture right, right of thirty privacy or publicity, contract right or moral rights of authors) of any Person, or violate any law; and (30iii) days from the Commencement Date: Licensee shall have no obligation with respect to any fees or commissions to any agent or representative of Licensor or any performer; and payment to Licensor shall fully discharge Licensee of any payment obligation regarding each performer’s services hereunder; and (iiv) the Licensed Software will perform substantially Such Program has been produced in accordance with all applicable laws, regulations and collective bargaining agreements; and such Program (and each of the Documentationperformances contained therein) is in all respects in compliance with all applicable laws, regulations and (ii) any media upon which the Licensed Software is delivered will be free of defects in materials and workmanship under normal use (“Warranty Period”)collective bargaining agreements; and d. (v) Licensor shall on a timely basis make all payments which may become due or payable under any applicable guild or union collective bargaining agreement or under any other contract by reason of the Licensed exhibition of such Program hereunder; and neither Licensee nor any Affiliated System or service with which Licensee does business shall have any responsibility or liability for any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any Person in connection with such Program, nor any responsibility or liability for the making of payments to or on behalf of any Person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of such Program hereunder, any trailer or other elements supplied by Licensor or any non-film material supplied by Licensor, all residual and other payments to any such Person being the sole responsibility and obligation of Licensor; and (vi) Licensor shall on a timely basis make all payments of all Program Taxes which may become due or payable; and neither Licensee nor any Affiliated System or service with which Licensee does business shall have any responsibility or liability for any Program Taxes in connection with such Program, nor any responsibility or liability for the making of payments to or on behalf of any governmental agency by virtue of the use made of such Program hereunder, any trailer or other elements supplied by Licensor or any non-film material supplied by Licensor, all such payments being the sole responsibility and obligation of Licensor; and (vii) Licensor has obtained all necessary music clearances and licenses (including, without limitation, music publishing and synchronization rights and licenses) and has made all payments required in connection therewith; and Licensor has obtained any and all necessary releases from the performers in such Program, and shall also be responsible for having adequately informed the audience that such Program is being recorded for commercial exploitation and distribution (and/or being distributed live for commercial exploitation and distribution, as the case may be), and for obtaining from any and all performers and participants (including audience members) all required releases of any right to be excluded from the final production; and (viii) The non-dramatic music performance rights necessary for the uses of such Program licensed hereunder (and for the uses of the advertising or publicity mate-rials suppliedby Licensor in connection therewith) are: (A)(I) controlled by American Society of Composers, Authors and Publishers or Broadcast Music, Inc. and (II) available for direct license by Licensee from the publisher(s) controlling such rights; (B) owned by or licensed to Licensor so that no additional clearance of, or payment with respect to, such rights is required for the uses of such Program licensed hereunder; or (C) in the public domain; and (ix) The title of such Program as set forth in the Deal Terms is the same as that which appears on the Physical Materials and/or Signal and Backup Signal and advertising materials delivered hereunder with respect thereto; and the media rating and content advisories for such Program as set forth in the Deal Terms are the same as the rating and content advisories that appear on which all physical materials and advertising materials used in connection with the Licensed Materials Exhibition of such Program hereunder or otherwise; and (x) Such Program is validly registered for copyright protection in the U.S. and will remain so protected during its License Period; and (xi) There are delivered areno claims, litigation or other legal proceedings pending or threatened relating to such Program or the best knowledge rights granted herein; and (xii) The first day of the Licensor, free from viruses and/or other malicious code and/or any license key (other than License Period for such Program is the activation keys provided hereunder) or other item or device that could impair the use date of the Licensed Materials. 11.2. If, within the Warranty Period, the Licensee notifies the Licensor first Exhibition of any defect or fault in the Licensed Materials in consequence of which it fails to conform to the warranty in clause 11.1(c), the Licensor shall correct any material error reported by the Licensee in the Licensed Materials free of charge such Program so as to comply with the warranty in clause 11.1(c). 11.3. If, be receivable within the Warranty Period, the Licensor is unable to make the Licensed Materials (Territory by any means or any part of them) operate as warranted, the Licensee will be entitled, upon uninstalling the Licensed Materials (or such part of it, as applicable) and any copies made, to a refund of the Fees paid by the Licensee to Licensor for those Licensed Software Components, and the License for those Licensed Software Components will then terminatemedia. 11.4. The Licensor does not warrant that the Licensed Software will be uninterrupted, error-free or secure. 11.5. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED UNDER THIS AGREEMENT AND TO THE EXTENT POSSIBLE BY LAW, THE LICENSED MATERIALS AND ANY MEDIA ON WHICH THE LICENSED MATERIALS ARE DELIVERED ARE PROVIDED “AS IS” AND ALL CONDITIONS, WARRANTIES, TERMS AND OBLIGATIONS OTHER THAN IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXCLUDED, WHETHER ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION AND AS PERMITTED BY LAW, WARRANTIES AS TO SATISFACTORY QUALITY, MERCHANTABILITY, ACCURACY OF RESULTS, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

Licensor’s Warranties. 11.1. The Licensor warrants represents warrants and undertakes to Licensee that:that:- a. 11.1 it has the full, unconditional and irrevocable right and authority to enter into this the Agreement and that once executed this Agreement will constitute to fully perform all of its legalobligations hereunder and (without prejudice to the generality of the foregoing) has (subject only to Clause 9.6) obtained all consents relating to the content of all Licensed Properties required under the Copyright, valid Designs and binding obligationsPatents Act 1988 and all other legislation which may be required for xxx Xxxxoitation of the Products by or on behalf of Licensee; b. 11.2 it will grant to the Licensee the License as contemplated by this Agreement is and will have be during the Term the sole and exclusive owner throughout the Term Territory of all necessary permits, licenses, authorisationsrights (including Intellectual Property rights) in and to all Licensed Properties and Licensed Rights and Licensor Trade Marks, and consents has not done or permitted and will not do or permit any act or omission which would impair or diminish the validity or duration of any such right; 11.3 it is solvent and not subject to enter into this Agreementor threatened by any Insolvency; 11.4 the Key Executives and all other Contributors employed or engaged by or on behalf of Licensor or any of its Affiliates are qualifying persons within the meaning of the Copyright, provide Designs and Patents Act 1988; 11.5 neither the Deliverables and comply with performance of its obligations under this Agreementhereundxx xxx xts agreement so to do is or shall be in breach of or prevented or restricted by or conditional on any express or implied obligation binding upon it or a breach, violation or infringement of any laws, rights or regulations, civil or criminal or otherwise, in any part of the world or give rise to any third party claim for compensation pursuant to any legal entitlement anywhere in the Territory (whether in force as at the Signature Date or at any time thereafter); c. for a period 11.6 all Licensed Properties will during the Term:- 11.6.1 be (a) wholly-owned original works of thirty authorship developed by it or its employees or (30b) days from works in respect of which Licensor enjoys all such licences and authorisations necessary to enable Licensee to Exploit them as if they were works falling within Clause 11.6.1 (a) without any further cost or expense and 11.6.2 be free and clear of any and all claims, liens, charges or encumbrances which may adversely affect any Licensed Right and 11.6.3 contain nothing which infringes any right of publicity, privacy or personality or which is obscene and/or libellous or which breaches any duty of confidence or constitutes any contempt of court anywhere in the Commencement Date: (i) Territory; 11.7 the exercise of the Licensed Software will perform substantially Rights by or on behalf of Licensee in accordance with the Documentationterms hereof will not (a) infringe any Intellectual Property or other proprietary right of any person anywhere in the Territory or (b) breach, violate or infringe any laws or regulations, civil or criminal or otherwise, in any part of the Territory or give rise to any third party claim for compensation pursuant to any legal entitlement anywhere in the Territory (whether in force at the Signature Date or at any time thereafter) or (c) oblige Licensee or any of its Affiliates or any licensee of the foregoing to make any payment to any person other than as specified herein and as referred to in the definition of "Cost of Manufacture"; 11.8 save as disclosed hereunder it has not entered into and will not during the Term enter into any agreement, arrangement or understanding (iiwhether legally enforceable or not) (a) for the assignment, transfer or licensing or otherwise permitting the Exploitation of any media upon Licensed Right or (b) which prevents, restricts or otherwise inhibits Licensee's freedom to Exploit any Licensed Right in accordance with the terms hereof or (c) which may conflict with any obligation of Licensor or any right of Licensee or Grantor hereunder; 11.9 to the best of its knowledge and belief:- 11.9.1 no Licensed Software Right is delivered will be free of defects in materials and workmanship under normal use (“Warranty Period”)currently being infringed, misused or used without authorisation by any third party or has been so infringed, misused or used without authorisation prior to the Signature Date; 11.9.2 no third party has threatened any such infringement, misuse or unauthorised use; and d. 11.9.3 there is no present or prospective IP Claim in respect of any Licensed Right; 11.10 it has neither by any act or omission caused or permitted anything to be done, nor has knowingly withheld from Licensee knowledge of any circumstances, that might endanger the validity of any Licensed Right or the ability of Licensee to enforce or Exploit it in accordance with the terms hereof; 11.11 the Licensed Materials Rights shall provide to Licensee any and the media on which all rights of Licensor to Exploit the Licensed Materials are delivered are, to Properties throughout the best knowledge of the Licensor, free from viruses and/or other malicious code and/or any license key (other than the activation keys provided hereunder) or other item or device that could impair the use of the Licensed MaterialsTerritory in interactive entertainment software format. 11.2. If, within the Warranty Period, the Licensee notifies the Licensor of any defect or fault in the Licensed Materials in consequence of which it fails to conform to the warranty in clause 11.1(c), the Licensor shall correct any material error reported by the Licensee in the Licensed Materials free of charge so as to comply with the warranty in clause 11.1(c). 11.3. If, within the Warranty Period, the Licensor is unable to make the Licensed Materials (or any part of them) operate as warranted, the Licensee will be entitled, upon uninstalling the Licensed Materials (or such part of it, as applicable) and any copies made, to a refund of the Fees paid by the Licensee to Licensor for those Licensed Software Components, and the License for those Licensed Software Components will then terminate. 11.4. The Licensor does not warrant that the Licensed Software will be uninterrupted, error-free or secure. 11.5. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED UNDER THIS AGREEMENT AND TO THE EXTENT POSSIBLE BY LAW, THE LICENSED MATERIALS AND ANY MEDIA ON WHICH THE LICENSED MATERIALS ARE DELIVERED ARE PROVIDED “AS IS” AND ALL CONDITIONS, WARRANTIES, TERMS AND OBLIGATIONS OTHER THAN IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXCLUDED, WHETHER ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION AND AS PERMITTED BY LAW, WARRANTIES AS TO SATISFACTORY QUALITY, MERCHANTABILITY, ACCURACY OF RESULTS, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.