Common use of Representations and Warranties of Licensee Clause in Contracts

Representations and Warranties of Licensee. Licensee represents and ------------------------------------------ warrants that: (i) there is no threatened or pending action, suit, claim or proceeding alleging that the use by Licensee of all or any part of the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products infringes or otherwise violates any Intellectual Property Right or other right or interest of any kind whatsoever of any third party, or otherwise contesting any right, title or interest of Licensee in or to the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products; (ii) Licensee has the right, power and authority to enter into this License Agreement and to fully perform its obligations hereunder; (iii) the making of this License Agreement by Licensee does not violate any separate agreement, rights or obligations existing between Licensee and any other person or entity, and, throughout the term of this License Agreement, Licensee shall not make any separate agreement with any person or entity that is inconsistent with any of the provisions of this License Agreement; (iv) Licensee shall not make any representation or give any warranty to any person or entity expressly or impliedly on Sony's behalf, or to the effect that the Licensed Products are connected in any way with Sony (other than that the Licensed Products have been developed, marketed, manufactured, sold, and/or distributed under license from Sony), (v) the Executable Software shall be distributed by Licensee solely in object code form; (vi) each of the Licensed Products shall be marketed, sold, and distributed in an ethical manner and in accordance with all applicable laws and regulations; and (vii) Licensee's policies and practices with respect to the marketing, sale, and/or distribution of the Licensed Products shall in no manner reflect adversely upon the name, reputation or goodwill of Sony.

Representations and Warranties of Licensee. Licensee represents and ------------------------------------------ warrants that: (i) there is no threatened or pending action, suit, claim or proceeding alleging that the use by Licensee of all or any part of the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products infringes or otherwise violates any Intellectual Property Right or other right or interest of any kind whatsoever of any third party, or otherwise contesting any right, title or interest of Licensee in or to the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products; (ii) Licensee has the right, power and authority to enter into this License Agreement and to fully perform its obligations hereunder; (iii) the making of this License Agreement by Licensee does not violate any separate agreement, rights or obligations existing between Licensee and any other person or entity, and, throughout the term of this License Agreement, Licensee shall not make any separate agreement with any person or entity that is inconsistent with any of the provisions of this License Agreement; (iv) Licensee shall not make any representation or give any warranty to any person or entity expressly or impliedly on Sony's behalf, or to the effect that the Licensed Products are connected in any way with Sony (other than that the Licensed Products have been developed, marketed, manufactured, sold, and/or distributed under license from Sony), (v) the Executable Software shall be distributed by Licensee solely in object code form; (vi) each of the Licensed Products shall be marketed, sold, and distributed solely to the School Market and in an ethical manner and in accordance with all applicable laws and regulations; and (vii) Licensee's policies and practices with respect to the marketing, sale, and/or distribution of the Licensed Products shall in no manner reflect adversely upon the name, reputation or goodwill of Sony.

Representations and Warranties of Licensee. Licensee represents and ------------------------------------------ warrants that: (i) there is no threatened or pending action, suit, claim or proceeding alleging to Licensor that the use by Licensee of all or any part as of the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products infringes or otherwise violates any Intellectual Property Right or other right or interest of any kind whatsoever of any third party, or otherwise contesting any right, title or interest of Licensee in or to the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products; Effective Date: (iia) Licensee has the full right, power and authority to enter into this License Agreement; (b) Licensee is duly organized and validly existing under the laws of the State of Delaware; (c) to Licensee’s knowledge, this Agreement is legally binding upon Licensee and to fully perform enforceable in accordance with its obligations hereunder; (iii) terms, and the making execution, delivery, and performance of this License Agreement by Licensee does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any separate agreementmaterial law or regulation of any court, rights governmental body or obligations existing between administrative or other agency having jurisdiction over it; (d) Licensee and any other person or entity, and, throughout the term of shall at all time (i) comply with all Laws applicable to its performance pursuant to this License Agreement, including, without limitation, the development, manufacture, use, provision, and sale of the Technology in the Territory, and (ii) perform any work required under this Agreement safely and in a manner which shall present no threat of bodily injury or property damage, and shall enforce compliance with the highest standards of safety and accident prevention found in applicable Laws; (e) Licensee shall not make ensure that any separate agreement with any person or entity that is inconsistent with any use of the provisions of this License Agreement; Technology in the Territory complies with all applicable Environmental Laws, and shall obtain and maintain all licenses, authorizations, certifications and approvals required under any applicable Environmental Law in the Territory in connection with the Technology; (ivf) Licensee shall not make permit the Release of any representation Hazardous Material into the environment in the Territory and, in the event of any such Release, shall promptly perform any investigation, study, sampling, testing, cleanup, removal and remedial or give other action necessary to remove and clean up any warranty such Hazardous Materials in accordance with the requirements of all applicable Environmental Laws; (g) Licensee shall advise its Related Parties and Sublicensees that are not Related Parties of any hazard or toxic substance which is present in or may be encountered by them and their Affiliates in using or possessing the Technology, and Licensee shall use its best efforts to minimize the hazard or toxicity thereof; and (h) Licensee shall deliver the following notices to Licensor: (i) promptly upon obtaining knowledge of (x) any fact, circumstance, condition or occurrence that could form the basis of an Environmental Claim arising with respect to or against the Technology or Licensee in the Territory or (y) any pending or threatened Environmental Claim arising with respect to or against the Technology or Licensee in the Territory, a notice thereof describing the same in reasonable detail and, together with such notice or as soon thereafter as possible, a description of the action that such person or entity expressly has taken or impliedly on Sony's behalfproposes to take with respect thereto and, or thereafter, from time to the effect that the Licensed Products are connected in any way time such detailed reports with Sony (other than that the Licensed Products have been developed, marketed, manufactured, sold, and/or distributed under license from Sony), (v) the Executable Software shall be distributed by respect thereto as Licensee solely in object code form; (vi) each of the Licensed Products shall be marketed, sold, and distributed in an ethical manner and in accordance with all applicable laws and regulationsmay reasonably request; and (viiii) Licensee's policies and practices promptly upon their becoming available, copies of all written communications with respect any government authority relating to the marketing, sale, and/or distribution any Environmental Law or Environmental Claim arising out of the Licensed Products shall Technology in no manner reflect adversely upon the name, reputation or goodwill of SonyTerritory.

Representations and Warranties of Licensee. (a) Licensee represents and ------------------------------------------ warrants that: that Licensee: (i) there is no threatened or pending actionshall commence operation of the Business at the Location with 120 days of the execution of this Agreement and within that time obtain all permits, suitapprovals, claim or proceeding alleging and consents, including, but not limited to liquor license and zoning and use permits in order that the use by Licensee of all or any part of may lawfully operate the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used Business at the Location as an adult entertainment night club in conjunction with the Licensed Products infringes or otherwise violates any Intellectual Property Right or other right or interest of any kind whatsoever of any third party, or otherwise contesting any right, title or interest of Licensee in or to the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products; that manner contemplated herein; (ii) shall render all services of quality equal of other Licensees of the SCORES PRESENTS Trademarks; (iii) shall maintain facilities and trained personnel sufficient to perform its obligations under this Agreement. (iv) shall maintain a commercially reasonable inventory of merchandise bearing the SCORES PRESENTS Trademarks; (v) shall not promote or advertise during the Term of this Agreement, any services or items that are comparable and competitive with SLC and which bear the name or are associated with the name, of businesses that SLC deems to be directly competitive with SLC without SLC’s prior written consent or any other business which renders adult entertainment services, including but not limited to gentlemen’s clubs, whether live or online; (vi) shall not produce, distribute or sell any other products which are substantially similar in design to the Merchandise, and shall not “knock off” the Merchandise (which shall be determined by using a standard that is broader than that for determining whether a copyright has been infringed); and (vii) shall not take any action which creates any lien upon, mortgage or otherwise encumber the Licensee’s interest in this Agreement without the express prior written consent of SLC, which consent may be withheld in SLC’s ole and absolute discretion. (b) Licensee hereby represents and warrants that Licensee has the right, power and authority to enter into this License Agreement and to fully perform its obligations hereunder; (iii) receive the making of this License Agreement rights and license granted hereby and that all Promotional Materials used by Licensee does in connection with this Agreement will not violate infringe any separate agreementcopyright, rights trademark, trade dress or obligations existing between Licensee and other intellectual property of any other person or entity, and, throughout the term of this License Agreement, Licensee shall not make any separate agreement with any person or entity that is inconsistent with any of the provisions of this License Agreement; (iv) Licensee shall not make any representation or give any warranty to any person or entity expressly or impliedly on Sony's behalf, or to the effect that the Licensed Products are connected in any way with Sony (other than that the Licensed Products have been developed, marketed, manufactured, sold, and/or distributed under license from Sony), (v) the Executable Software shall be distributed by Licensee solely in object code form; (vi) each of the Licensed Products shall be marketed, sold, and distributed in an ethical manner and in accordance with all applicable laws and regulations; and (vii) Licensee's policies and practices with respect to the marketing, sale, and/or distribution of the Licensed Products shall in no manner reflect adversely upon the name, reputation or goodwill of Sonythird party.

Representations and Warranties of Licensee. Licensee represents and ------------------------------------------ warrants thatto Licensor as of the Effective Date as follows: 12.3.1 The execution and delivery of this Agreement by Licensee does not, and the consummation of the transactions contemplated by this Agreement will not, conflict with, or result in any material violation of or default under (with or without notice, lapse of time, or both), or give rise to a right of termination, cancellation, or acceleration of any obligation or loss of any benefit under, or require any consent, approval, or waiver from any Person pursuant to any provision of the organizational or governing documents of Licensee, as amended to date. 12.3.2 Neither the execution, delivery, and performance by Licensee of this Agreement, nor the consummation by Licensee of the transactions contemplated hereby, will require Licensee 12.3.3 There are no legal claims, judgments, or settlements against or owed by Licensee or any of its Affiliates, or pending or, to Licensee’s Knowledge, threatened, legal claims or litigation, in each case, relating to antitrust law, anti-competition law, Anti-Money Laundering Law, or Anti-Corruption Law violations. 12.3.4 Licensee has, or can readily obtain, sufficient technical, clinical, and regulatory expertise to perform all of its obligations pursuant to this Agreement, including its obligations relating to Development, performance of Medical Affairs, and Commercialization, in each case, of the Licensed Products as contemplated under this Agreement. 12.3.5 There is no agreement, instrument, or understanding, oral or written, to which Licensee or any of its Affiliates is a party or by which Licensee or any of its Affiliates may be bound that would preclude Licensee or any such Affiliate from Developing or promoting or otherwise Commercializing an approved Licensed Product in the Territory. 12.3.6 To its Knowledge, neither Licensee nor any of its Affiliates, nor its or their directors, officers, employees, distributors, consultants, agents, representatives, sales intermediaries, or other Third Parties acting on behalf of Licensee or any of its Affiliates: (a) has taken any action in violation of any applicable Anti-Corruption Laws, Anti-Money Laundering Laws, or Global Trade Laws and Regulations; (b) has conducted or initiated any internal investigation with respect to any alleged act or omission arising under or relating to any potential noncompliance with any Anti- Corruption Law, Anti-Money Laundering Law, or Global Trade Law and Regulation, or been the subject of current, pending, or threatened investigation, formal or informal inquiry, enforcement proceedings, or received any notice, request, or citation for alleged violations of such laws; (c) has engaged in any direct or indirect dealings or transactions in or with a Restricted Party or Restricted Country (at a time when such party or country was a Restricted Party or Restricted Country), or engaged in any direct or indirect dealings with Sudan, individuals ordinarily resident in Sudan, or entities incorporated under the laws of Sudan prior to October 12, 2017; or (d) has offered, paid, given, promised to pay or give, or authorized the payment or gift of, received, or solicited anything of value, directly or indirectly, to any Public Official, for the purposes of: (i) there is no threatened improperly influencing any act or pending action, suit, claim or proceeding alleging that the use by Licensee of all or any part of the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products infringes or otherwise violates any Intellectual Property Right or other right or interest decision of any kind whatsoever of any third party, Public Official in his or otherwise contesting any right, title or interest of Licensee in or to the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Productsher official capacity; (ii) Licensee has the right, power and authority inducing any Public Official to enter into this License Agreement and do or omit to fully perform its obligations hereunder; (iii) the making do any act in violation of this License Agreement by Licensee does not violate any separate agreement, rights his or obligations existing between Licensee and any other person or entity, and, throughout the term of this License Agreement, Licensee shall not make any separate agreement with any person or entity that is inconsistent with any of the provisions of this License Agreement; (iv) Licensee shall not make any representation or give any warranty to any person or entity expressly or impliedly on Sony's behalf, or to the effect that the Licensed Products are connected in any way with Sony (other than that the Licensed Products have been developed, marketed, manufactured, sold, and/or distributed under license from Sony), (v) the Executable Software shall be distributed by Licensee solely in object code form; (vi) each of the Licensed Products shall be marketed, sold, and distributed in an ethical manner and in accordance with all applicable laws and regulations; and (vii) Licensee's policies and practices with respect to the marketing, sale, and/or distribution of the Licensed Products shall in no manner reflect adversely upon the name, reputation or goodwill of Sony.her lawful duty;

Representations and Warranties of Licensee. (a) Licensee represents and ------------------------------------------ warrants that: that Licensee: (i) there is no threatened or pending actionhas obtained and will maintain all permits, suitapprovals, claim or proceeding alleging and consents, including, but not limited to liquor license and zoning and use permits in order that the use by Licensee of all or any part of may lawfully operate the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used Business at the Location as an adult entertainment night club in conjunction with the Licensed Products infringes or otherwise violates any Intellectual Property Right or other right or interest of any kind whatsoever of any third party, or otherwise contesting any right, title or interest of Licensee in or to the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products; manner contemplated herein; (ii) shall render all services of a quality equal to the quality of other Licensees of the SCORES Trademarks; (iii) shall maintain facilities and trained personnel sufficient to perform its obligations under this Agreement; (iv) shall maintain a commercially reasonable inventory of merchandise bearing the SCORES Trademarks; (v) shall not promote or advertise during the Term of this Agreement, any services or items that are comparable and competitive with SLC and which bear the name or are associated with the name, of businesses that SLC deems to be directly competitive with SLC without SLC’s prior written consent or any other business which renders adult entertainment services, including but not limited to gentlemen’s clubs, whether live or online; (vi) shall not produce, distribute or sell any other products which are substantially similar in design to the Merchandise, and shall not “knock off” the Merchandise (which shall be determined by using a standard that is broader than that for determining whether a copyright has been infringed); and (vii) shall not take any action which creates any lien upon, mortgage or otherwise encumber the Licensee’s interest in this Agreement without the express prior written consent of SLC, which consent may be withheld in SLC’s sole and absolute discretion. (b) Licensee hereby represents and warrants that Licensee has the right, power and authority to enter into this License Agreement and to fully perform its obligations hereunder; (iii) receive the making of this License Agreement rights and license granted hereby and that all Promotional Materials used by Licensee does in connection with this Agreement will not violate infringe any separate agreementcopyright, rights trademark, trade dress or obligations existing between Licensee and other intellectual property right of any other person or entity, and, throughout the term of this License Agreement, Licensee shall not make any separate agreement with any person or entity that is inconsistent with any of the provisions of this License Agreement; (iv) Licensee shall not make any representation or give any warranty to any person or entity expressly or impliedly on Sony's behalf, or to the effect that the Licensed Products are connected in any way with Sony (other than that the Licensed Products have been developed, marketed, manufactured, sold, and/or distributed under license from Sony), (v) the Executable Software shall be distributed by Licensee solely in object code form; (vi) each of the Licensed Products shall be marketed, sold, and distributed in an ethical manner and in accordance with all applicable laws and regulations; and (vii) Licensee's policies and practices with respect to the marketing, sale, and/or distribution of the Licensed Products shall in no manner reflect adversely upon the name, reputation or goodwill of Sonythird party.

Representations and Warranties of Licensee. Licensee represents and ------------------------------------------ warrants that: (i) there is no threatened or pending action, suit, claim or proceeding alleging that the use by Licensee of all or any part of the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products infringes or otherwise violates any Intellectual Property Right or other right or interest of any kind whatsoever of any third party, or otherwise contesting any right, title or interest of Licensee in or to the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products; (ii) Licensee has the right, power and authority to enter into this License Agreement and to fully perform its obligations hereunder; (iii) the making of this License Agreement by Licensee does not violate any separate agreement, rights or obligations existing between Licensee and any other person or entity, and, throughout the term of this License Agreement, Licensee shall not make any separate agreement with any person or entity that is inconsistent with any of the provisions of this License Agreement; (iv) Licensee shall not make any representation or give any warranty to any person CONFIDENTIAL or entity expressly or impliedly on Sony's behalf, or to the effect that the Licensed Products are connected in any way with Sony (other than that the Licensed Products have been developed, marketed, manufactured, sold, and/or distributed under license from Sony), (v) the Executable Software shall be distributed by Licensee solely in object code form; (vi) each of the Licensed Products shall be marketed, sold, and distributed in an ethical manner and in accordance with all applicable laws and regulations; and (vii) Licensee's policies and practices with respect to the marketing, sale, and/or distribution of the Licensed Products shall in no manner reflect adversely upon the name, reputation or goodwill of Sony.

Representations and Warranties of Licensee. Licensee hereby represents warrants and ------------------------------------------ warrants covenants that: : (ia) there is no threatened or pending action, suit, claim or proceeding alleging that the use by Licensee of all or any part of the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products infringes or otherwise violates any Intellectual Property Right or other right or interest of any kind whatsoever of any third party, or otherwise contesting any right, title or interest of Licensee in or to the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products; (ii) Licensee it has the full right, power and authority to enter into this License Agreement, and to perform all of its obligations hereunder; (b) it is financially capable of undertaking the business operations which it conducts and of performing its obligations hereunder; (c) it is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (d) all necessary acts have been effected by it to render this Agreement valid and binding upon it; and (e) in its negotiations relative to this Agreement, it has not utilized the services of any finder, broker or agent, and it owes no commission or fees to any such person in relation hereto. Licensee agrees to indemnify THL against, and hold it harmless from, any and all liabilities (including, without limitation, reasonable legal fees) to any person, firm or corporation claiming commissions or fees in connection with this Agreement or the transactions contemplated hereby as a result of an agreement with or services rendered to Licensee. . THL hereby represents, warrants and covenants that: (a) it has the right, power and authority to execute and deliver this Agreement and to fully perform grant the rights provided hereunder to Licensee; (b) it is a private company with limited liability, duly organized, validly existing and in good standing under the laws of the jurisdiction of its obligations hereunder; formation, (iiic) the making of all necessary company acts have been effected by it to render this License Agreement by Licensee does not violate any separate agreement, rights or obligations existing between Licensee valid and any other person or entity, and, throughout the term of binding upon it; (d) in its negotiations relative to this License Agreement, it has not utilized the services of any finder, broker or agent, and it owes no commission or fees to any such person in relation hereto. THL agrees to indemnify Licensee shall not make against, and hold it harmless from, any separate and all liabilities (including, without limitation, reasonable legal fees) to any person, firm or corporation claiming commissions or fees in connection with this Agreement or the transactions contemplated hereby as a result of an agreement with or services rendered to THL; and (e) no other persons or entities have or shall have any person right to sell or entity that is inconsistent with any of the provisions of this License Agreement; (iv) Licensee shall not make any representation or give any warranty to any person or entity expressly or impliedly on Sony's behalf, or to the effect that the market Licensed Products are connected in any way with Sony (other than that the Licensed Products have been developedTerritory during the License Period, marketed, manufactured, sold, and/or distributed under license from Sony), (v) the Executable Software shall be distributed by Licensee solely in object code form; (vi) each of the Licensed Products shall be marketed, sold, and distributed in an ethical manner and in accordance with all applicable laws and regulations; and (vii) Licensee's policies and practices with respect to the marketing, sale, and/or distribution of the Licensed Products shall in no manner reflect adversely upon the name, reputation or goodwill of Sonyexcept as otherwise provided for herein.

Representations and Warranties of Licensee. Licensee represents and ------------------------------------------ warrants that: to Licensor that during the term of this Agreement and thereafter: (i) there is no threatened or pending actionIt has, suitand will continue to have throughout the entire term of this Agreement, claim or proceeding alleging that the use by Licensee of all or any part of the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products infringes or otherwise violates any Intellectual Property Right or other legal right or interest of any kind whatsoever of any third party, or otherwise contesting any right, title or interest of Licensee in or to the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products; (ii) Licensee has the right, power and authority to enter into this License Agreement and to fully perform assume the obligations hereunder and that there are no, and Licensee shall not enter into during the term hereof, contracts, agreements or understandings with anyone which would in any way restrict or prevent it from performing its obligations under this Agreement. (ii) It will not attack the title of Licensor in and to the Licensed Mxxx or any copyright or trademark pertaining thereto, nor will it attack the validity of the license granted hereunder; ; (iii) It will not harm, misuse or bring into disrepute the making Licensed Mxxx, but on the contrary, will maintain the value and reputation thereof to the best of this License Agreement by Licensee does not violate any separate agreement, rights or obligations existing between Licensee and any other person or entity, and, throughout the term of this License Agreement, Licensee shall not make any separate agreement with any person or entity that is inconsistent with any of the provisions of this License Agreement; its ability; (iv) Licensee shall not make any representation or give any warranty to any person or entity expressly or impliedly on Sony's behalfIt will manufacture, or to sell, promote and distribute the effect that the Licensed Products are connected in any way with Sony (other than that the Licensed Products have been developed, marketed, manufactured, sold, and/or distributed under license from Sony), (v) the Executable Software shall be distributed by Licensee solely in object code form; (vi) each of the Licensed Products shall be marketed, sold, and distributed Articles in an ethical manner and in accordance with the terms and intent of this Agreement, and in compliance with all applicable material government regulations and industry standards; (v) It will not create any expenses chargeable to Licensor without the prior written approval of Licensor; (vi) It will at all times comply with all material government laws and regulations; , including but not limited to product safety, food, health, drug, cosmetic, sanitary or other similar laws, and (vii) Licensee's policies all industry standards relating or pertaining to the manufacture, sale, advertising or use of the Articles, and practices shall maintain its appropriate customary high quality standards. It shall comply with all material regulations of regulatory agencies which shall have jurisdiction over the Articles and shall procure and maintain in force any and all permissions, certifications and/or other authorizations from governmental and/or other official authorities that may be required in relation thereto. Each Article and component thereof distributed hereunder shall comply with all material applicable laws, regulations and industry standards. Licensee shall follow reasonable and proper procedures for testing that all Articles comply with such laws, regulations and standards. Upon reasonable notice, Licensee shall permit Licensor or its designees to inspect testing records and procedures with respect to the marketingArticles for compliance. Articles that do not comply with all material applicable laws, saleregulations and standards shall automatically be deemed unapproved and Licensee shall upon notification of noncompliance immediately cease manufacturing distributing, selling and marketing such Articles until Licensee and/or distribution the Articles complies with such laws, regulations and standards; (vii) It will provide Licensor with the date(s) of first use of the Articles in interstate and intrastate commerce, where appropriate; (viii) It will, pursuant to Licensor's instructions, duly take any and all necessary steps to secure execution of all necessary documentation for the recordation of itself as user of the Property in any jurisdiction where this is required or where Licensor reasonably requests that such recordation shall be effected. Licensee further agrees that it will at its own expense cooperate with Licensor in cancellation of any such recordation at the expiration of this Agreement or upon termination of Licensee's right to use the Property. Licensee hereby appoints Licensor its Attorney-in-fact for such purpose and for no other purpose; and (ix) It will not deliver or sell Articles outside the Territory or knowingly sell Articles to a third party for delivery outside the Territory. (x) Licensee agrees to attend at its sole expense and participate at the annual tradeshows in Las Vegas, known as the Magic Show, with Licensor for promotion of the Articles. Further, Licensee agrees to pay Licensor charges and expenses related to the booth space used to promote the Articles. (xi) Licensee shall at it's sole expense launch the introduction of the Articles with a fashion show reasonably acceptable to Licensor and at a cost reasonably acceptable to Licensee. (xii) Licensee shall hire or retain sales executives and fashion designers exclusively for the sale and design of the Articles. Prior to hiring fashion designer(s), Licensee shall confer with Licensor. Nothing herein shall limit Licensee's right to direct its regular sales personnel and designers from participating in the sale and design of the Articles, where appropriate. (xiii) Licensee shall maintain a separate showroom for the Articles which maintains the image of the Licensed Products shall in no manner reflect adversely upon Mxxx and is reasonably acceptable to the name, reputation or goodwill of SonyLicensor.

Representations and Warranties of Licensee. Licensee hereby represents and ------------------------------------------ warrants that: to Orion as of the Effective Date: (i) there Licensee is no threatened or pending actiona corporation duly incorporated, suit, claim or proceeding alleging that validly existing and in good standing under the use by Licensee of all or any part laws of the Licensee Software or any underlying work or content embodied thereinjurisdiction of its organization, or any name, designation or trademark used in conjunction with the Licensed Products infringes or otherwise violates any Intellectual Property Right or other right or interest of any kind whatsoever of any third party, or otherwise contesting any right, title or interest of Licensee in or to the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products; (ii) Licensee has the right, corporate power and authority to enter into this License Agreement and to fully perform its obligations hereunder; . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Licensee. This Agreement has been duly executed and delivered by Licensee and constitutes the valid, binding and enforceable obligation of Licensee, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity. (ii) Licensee and its Affiliates, licensees and partners will conduct or cause their respective contractors or consultants to conduct their Development and manufacturing of Recro Products in accordance with (i) applicable laws or regulations, (ii) the standards of the relevant Regulatory Authorities, and (iii) scientific standards applicable to the making conduct of this License Agreement by Licensee does such studies and activities; in each case of the country in which such studies are conducted, and to the extent not violate any separate agreementinconsistent therewith, rights or obligations existing between Licensee such laws, regulations and standards of the United States and any other person or entity, and, throughout ICH guidelines. During the term of this License Agreement, Licensee shall not, and shall cause its officers, employees and subcontractors not to, make any separate agreement with any person or entity that is inconsistent with any untrue statement of the provisions of this License Agreement; (iv) Licensee shall not make any representation or give any warranty material fact to any person or entity expressly or impliedly on Sony's behalf, or to the effect that the Licensed Products are connected in any way with Sony (other than that the Licensed Products have been developed, marketed, manufactured, sold, and/or distributed under license from Sony), (v) the Executable Software shall be distributed by Licensee solely in object code form; (vi) each of the Licensed Products shall be marketed, sold, and distributed in an ethical manner and in accordance with all applicable laws and regulations; and (vii) Licensee's policies and practices Regulatory Authority with respect to the marketingRecro Products, saleor knowingly fail to disclose a material fact required to be disclosed to any Regulatory Authority with respect to the Recro Product. (iii) Licensee is not subject to, and/or distribution or bound by, any provision of: 1) any articles or certificates of incorporation or by-laws; 2) any mortgage, deed of trust, lease, note, shareholders’ agreement, bond, indenture, license, permit, trust, custodianship, or other instrument, agreement or restriction, or 3) any judgment, order, writ, injunction or decree or any court, governmental body, administrative agency or arbitrator, 4) that would prevent, or be violated by, or under which there would be a default as a result of, nor is the consent of any Third Party required for, the execution, delivery and performance by Licensee of this Agreement and the obligations contained herein. (iv) To its knowledge, neither Licensee nor any of its Affiliates has employed, and Licensee and its Affiliates or Sublicensees will not knowingly employ, any personnel, and has not knowingly used and will not knowingly use in connection with a Recro Product a contractor or consultant, debarred by the FDA (or subject to a similar sanction of a Regulatory Authority outside the United States), or who is subject of an FDA debarment investigation or proceeding (or similar proceeding of a Regulatory Authority outside the United States). (v) Licensee has not entered into, and will not enter into, any agreement nor granted any third party any rights with respect to the Recro Clinical Data, Recro Grant-Back Patents, or Recro Know-How and that are inconsistent with or would limit the scope of the Licensed Products rights granted to Orion under Section 8.6 of this Agreement, or which would limit Licensee’s ability to perform all of the obligations undertaken by Licensee hereunder. (vi) No other warranties, express or implied, including without limitation, merchantability or fitness for any particular purpose, are made or shall be deemed to have been made by Licensee regarding Fadolmidine, Fadolmidine Products, Recro Patent Rights, Recro Clinical Data or Recro Know-How, except to the extent expressly stated in no manner reflect adversely upon the name, reputation this Section 11.2 or goodwill of Sonyelsewhere in writing.

Representations and Warranties of Licensee. (a) Licensee represents and ------------------------------------------ warrants that: that Licensee: (i) there is no threatened or pending actionshall commence operation of the Business at the Location within 90 days of the execution of this Agreement and within that time obtain all permits, suitapprovals, claim or proceeding alleging and consents, including, but not limited to liquor license and zoning and use permits in order that the use by Licensee of all or any part of may lawfully operate the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used Business at the Location as an adult entertainment night club in conjunction with the Licensed Products infringes or otherwise violates any Intellectual Property Right or other right or interest of any kind whatsoever of any third party, or otherwise contesting any right, title or interest of Licensee in or to the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products; manner contemplated herein; (ii) shall render all services of a quality equal to the quality of other Licensees of the SCORES Trademarks; (iii) shall maintain facilities and trained personnel sufficient to perform its obligations under this Agreement; (iv) shall maintain a commercially reasonable inventory of merchandise bearing the SCORES Trademarks; (v) shall not promote or advertise during the Term of this Agreement, any services or items that are comparable and competitive with SLC and which bear the name or are associated with the name, of businesses that SLC deems to be directly competitive with SLC without SLC’s prior written consent or any other business which renders adult entertainment services, including but not limited to gentlemen’s clubs, whether live or online; (vi) shall not produce, distribute or sell any other products which are substantially similar in design to the Merchandise, and shall not “knock off” the Merchandise (which shall be determined by using a standard that is broader than that for determining whether a copyright has been infringed); and (vii) shall not take any action which creates any lien upon, mortgage or otherwise encumber the Licensee’s interest in this Agreement without the express prior written consent of SLC, which consent may be withheld in SLC’s sole and absolute discretion. (b) Licensee hereby represents and warrants that Licensee has the right, power and authority to enter into this License Agreement and to fully perform its obligations hereunder; (iii) receive the making of this License Agreement rights and license granted hereby and that all Promotional Materials used by Licensee does in connection with this Agreement will not violate infringe any separate agreementcopyright, rights trademark, trade dress or obligations existing between Licensee and other intellectual property right of any other person or entity, and, throughout the term of this License Agreement, Licensee shall not make any separate agreement with any person or entity that is inconsistent with any of the provisions of this License Agreement; (iv) Licensee shall not make any representation or give any warranty to any person or entity expressly or impliedly on Sony's behalf, or to the effect that the Licensed Products are connected in any way with Sony (other than that the Licensed Products have been developed, marketed, manufactured, sold, and/or distributed under license from Sony), (v) the Executable Software shall be distributed by Licensee solely in object code form; (vi) each of the Licensed Products shall be marketed, sold, and distributed in an ethical manner and in accordance with all applicable laws and regulations; and (vii) Licensee's policies and practices with respect to the marketing, sale, and/or distribution of the Licensed Products shall in no manner reflect adversely upon the name, reputation or goodwill of Sonythird party.