Necessary Assurances Sample Clauses

Necessary Assurances. 1. Media Company represents and warrants that: (i) it has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO in accordance with this Agreement; (ii) it has the full right, power and authority to enter into and perform the Agreement; (iii) its performance of the Agreement does not breach its other agreements with Third Parties; and (iv) the Sites comply with Applicable Laws. 2. Advertiser represents and warrants that: (i) it has all necessary licenses and clearances to use and allow Media Company to use the content contained in the Ads and Advertising Materials in accordance with this Agreement, including any applicable Policies; and (ii) its Ad Materials comply with Applicable Laws.

Necessary Assurances. Subject to the terms and conditions of this Agreement, Parent, Newco, Acquisition and the Company, and following the Effective Time, the Surviving Corporation, shall cooperate with one another and use reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement, including the execution and delivery of such other documents, certificates, applications, agreements and other writings and the taking of such other actions as may be reasonably necessary or desirable to consummate the Merger or implement expeditiously the transactions contemplated under this Agreement.

Necessary Assurances. 1. Media Company represents and warrants that: i. it has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO in accordance with this Agreement; ii. it has the full right, power and authority to enter into and perform the Agreement; iii. its performance of the Agreement does not breach its other agreements with Third Parties; iv. the Sites comply with Applicable Laws; and v. the Personal Information used by Media Company to target Ads to Users (or segments of Users) in connection with the Campaign was and is obtained and is being used in compliance with Applicable Laws. In particular but without limitation, Media Company confirms that: (i) adequate and accurate disclosures were and are made to Users regarding the use of their Personal Information as contemplated under this Agreement (including disclosure about use for behavioral advertising) and regarding how a User can opt out of such collection and use; (ii) the Personal Information used does not include Personal Information of Users who have exercised their right to opt-out of such collection and use, and / or have requested for their Personal Information to be deleted. As between the parties, Media Company is the Business and / or the Controller (as such terms are defined under Data Protection Laws) of the Personal Information Media Company uses for targeting Campaigns. 2. Advertiser represents and warrants that: i. it has all necessary licenses and clearances to use and allow Media Company to use the content contained in the Ads and Advertising Materials in accordance with this Agreement, including any applicable Policies; and ii. its Ad Materials comply with Applicable Laws.