Common use of Representations and Warranties of Licensor Clause in Contracts

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor has the power and authority to enter into and perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; (ii) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has not and will not enter into any agreement that would prevent it from performing or would violate any of obligations hereunder; (iii) Licensor is the author and creator of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnel.

Representations and Warranties of Licensor. Licensor hereby LICENSOR represents and warrants to Licensee that NSC that (ia) Licensor LICENSOR has as of the Effective Date, and will have during the Term, sufficient rights and power and authority to enter into and perform the obligations according to the terms of this Agreement and to grant the licenses to NSC which it purports to grant herein free and clear of any and all rights contemplated by this Agreement; liens and any requirements of charges, fees, rights, conditions or restrictions of any kind and, as of the Effective Date; (iib) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has not and will not enter into grant; license, convey, assign, and/or transfer to any agreement that would prevent it from performing or would violate Third Party any of obligations rights to Technology (as defined in Exhibits A and B), inconsistent with the licenses and other rights granted hereunder; ; (iiic) Licensor is the author sole owner, and creator has the entire right, title and interest in the Technology; (d) there are, as of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secretsEffective Date, and other third party proprietary rightsduring the Term shall be, to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all outstanding liens, encumbrances, and claims agreements or demands understandings of third parties and any kind, requirements of charges, fees, rights, conditions or restrictions of any kind, either written, oral or implied, regarding the Technology to which LICENSOR or its Affiliates is a party or which are binding upon LICENSOR its Affiliates which are inconsistent or in all material respectsconflict with any provision of this Agreement; (e) as of the Effective Date, free from defectsLICENSOR or its Affiliates has received no written claim or accusation that the practice of the Licensed Products or the manufacture, errors, and malfunctionsuse or sale of Licensed Products infringes or may infringe any Third Party patent; and (x) thus it should not matter but should be in the License Software and master agreement as of the delivery thereof will be free from Effective Date, LICENSOR or its Affiliates has not received a written notification of any error(s) interference proceeding, opposition proceeding, cancellation proceeding or defect(s) other protest proceeding relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output Licensed Patents being instituted against LICENSOR or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnelits Affiliates.

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee the following as of the Effective Date (except for any representations and warranties that are expressly stated to have been made as of a specified date, which shall have been true and correct as of such specified date): (a) Sections 3.12 (Compliance with Laws, Permits and Court Orders), 3.15 (Intellectual Property), and 3.23 (Regulatory Matters) of the Stock Purchase Agreement are hereby incorporated by reference as though set forth herein, mutatis mutandis. (b) Licensor is entitled to grant to Licensee the licenses herein and for the purposes set forth herein including the Development, Manufacture, or Commercialization, or other Exploitation of the Licensed Products and without any known conflict with, or infringement of, the rights of others, including prior employees or consultants, or academic or medical institutions with which Licensor or its Affiliates or (sub)licensees may be affiliated now or may have been affiliated in the past. Without limiting the foregoing, Licensor has not assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest in the Licensed IP or Licensed Products in a manner that conflicts with any rights or licenses granted to Licensee hereunder. (c) To Licensor’s knowledge, the exercise of the licenses and rights granted hereunder to Licensee under the Licensed IP will not infringe on any rights of any Third Party. (d) There are no claims, judgments, or settlements against, or amounts with respect thereto, owed by Licensor or any of its Affiliates relating to the Licensed IP. (e) To Licensor’s Knowledge, each of the Patents in the Territory in the Licensed IP properly identifies each and every inventor of the claims thereof as determined in accordance with the applicable Laws of the jurisdiction in which such Patent is issued (or, if the such Patent is an application, in which such application is pending). To Licensor’s Knowledge, each Person who has or has had any rights in or to any Patent in the Territory in the Licensed IP has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Patent to Licensor. To Licensor’s Knowledge, no current officer, employee, agent, or consultant of Licensor is in violation of any term of any assignment or other agreement regarding the protection of the Patents in the Territory in the Licensed IP. (f) Other than the Existing Upstream Agreements, there is no agreement between Licensor or its Affiliates with any other Third Party pursuant to which Licensor or any of its Affiliates obtains any license to Licensed IP. Licensor and its Affiliates are in material compliance with each Upstream Agreement, and to Licensor’s Knowledge, no Third Party that is a party to any Upstream Agreement has materially breached or is in default of any Upstream Agreement. No written notice of default or termination has been received or given under any Upstream Agreement, and to its Knowledge, there is no act or omission by Licensor or its Affiliates that would provide a right to terminate any Upstream Agreement. (g) The [ * ] Patents and Know-How are neither necessary nor reasonably useful for the Development, Manufacturing, or Commercialization, or other Exploitation of any Licensed Product in or for the Territory. (h) The Licensed Products, as well as any Know-How in the Licensed IP, do not require a license or other authorization for export to China under any Export Controls and Economic Sanctions Laws, and Licensor does not produce, design, test, manufacture, fabricate, or develop a “critical technology,” as that term is defined in 31 C.F.R. 801.204 and, therefore, is not a “pilot program U.S. business,” as that term is defined in 31 C.F.R. 801.213. Without limiting the foregoing, the transaction contemplated in this Agreement is not subject to the jurisdiction of CFIUS or any CFIUS Requirement. (i) To the Knowledge of Licensor, the representations and warranties of Licensor has the power and authority to enter into and perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; (ii) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has not and will not enter into any agreement that would prevent it from performing or would violate any of obligations hereunder; (iii) Licensor is the author and creator of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services information, documents and materials furnished by or on behalf of Licensor to Licensee in accordance connection with Licensee’s period of diligence prior to the highest professional and industry standards and this AgreementEffective Date, do not, taken as a whole, (i) contain any untrue statement of a material fact, or (ii) omit to state any material fact necessary to make the statements or facts contained therein, in timely manner using qualified personnellight of the circumstances under which they were made, not misleading.

Representations and Warranties of Licensor. 3.1 In order to induce the Licensee to enter into this Agreement, the Licensor hereby represents and warrants to the Licensee that as follows: (ia) the Licensor is a validly existing corporation, duly continued under the University Act of British Columbia with full corporate power, authority and legal right to carry on its business as it is now being conducted; (b) the Licensor has the capacity, power and authority to enter into and execute this Agreement, and to carry out the transactions contemplated in this Agreement in accordance with the terms and conditions contained herein and to observe and perform its obligation contained in this Agreement; (c) the obligations according to execution of this Agreement has been duly authorized by the Licensor and this Agreement is binding on and enforceable against the Licensor; (d) neither the execution and delivery of this Agreement, nor the performance of the terms of this Agreement will conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under the corporate commitments of the Licensor or any instrument, agreement, judgment, order, award, decree, license, permit, or approval or other restriction to which the Licensor is a party or by which it is bound; (e) as of the Effective Date, to the best of Licensor’s knowledge the Licensor has disclosed to Licensee (i) all notices it has received that use of any of the Technology infringes any intellectual property rights of third parties, and to grant all rights contemplated by this Agreement; (ii) Licensor has no restrictions that all relevant prior art and patents of which it is aware which would impair its ability to perform its obligations under likely be infringed by any device built in accordance with any claims in the Agreement and has not and will not enter into any agreement that would prevent it from performing or would violate any of obligations hereunder; patent applications listed in Schedule B.; (iiif) Licensor is the author and creator as of the Licensed Product or has obtained and currently holds valid and sufficient rightsEffective Date, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, Licensor had not licensed Technology to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, nor any portion or such right and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third partylicense, or any entity from which right to obtain such right or interest; (g) to the best of Licensor’s knowledge, all documents filed with the US Patent and Trademark Office, and equivalent foreign and international offices, are complete and correct, as required by the applicable law and regulation, and to the best of Licensor’s knowledge, all patent applications included in the Patent Rights, and any patents issuing therefrom, are and will be valid and enforceable; (h) to the best of its knowledge, the Licensor has obtained rightsacquired the entire right, have been made that title and interest in and to the Licensed Product violates or infringes any copyrightTechnology, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply together with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects rights relating to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personneltransferability thereof.

Representations and Warranties of Licensor. 7.1 Licensor hereby agrees, warrants and represents and warrants as follows: (a) Subject to Licensee that (i) Section 1.4 hereof Licensor has the power and authority is free to enter into and fully perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; ; (iib) Licensor has no restrictions that would impair its ability or will have the right to perform its obligations under grant to Licensee the Agreement broadcast rights to the Accepted Programs in the Territory set forth in this Agreement, including but not limited to the necessary literary, artistic, technological and intellectual property rights and has not secured or will secure all necessary written consents, permissions and approvals for incorporation into such Programs of the names, trademarks, likenesses and/or biographies of all persons, firms, products, companies and organizations depicted or displayed in such Programs, and any preexisting film or video footage produced by third parties; (c) There are no and will not enter into be any agreement pending claims, liens, charges, restrictions or encumbrances on the Accepted Programs that would prevent it from performing or would violate any of obligations hereunder; conflict with the broadcast rights granted hereunder to such Programs in the Territory; (iiid) Licensor is the author and creator of the Licensed Product has paid or has obtained and currently holds valid and sufficient rightswill pay all compensation, including the rights under all patentsresiduals, trademarksreuse fees, trade names, inventions, copyrights, know-how, trade secretssynchronization royalties, and other third party proprietary rights, to license payments which must be made in connection with the Accepted Programs and in connection with exploitation of the rights herein granted to Licensee hereinto any third parties including, but not limited to, musicians, directors, writers, producers, announcers, publishers, composers, on-camera and off-camera performers and other persons who participated in production of such Programs, and to any applicable unions, guilds or other labor organizations; PROVIDED, HOWEVER, that Licensor has not acquired performing rights for performance in the Territory of the music contained in such Programs, which rights shall be obtained by Licensee; PROVIDED, FURTHER, however, that Licensor warrants and represents that all music is available for licensing through ASCAP, BMI or SESAC (ivor any successor or similar entity in the United States) or is in the Licensed Product does not public domain or is owned or controlled by Licensor to the extent necessary to permit broadcasts hereunder in the Territory and shall no additional clearance or payment is required for such broadcast; (e) The main and end titles of the Accepted Programs and all publicity, promotion, advertising and packaging information and materials supplied by Licensor will contain all necessary and proper credits for the actors, directors, writers and all other persons appearing in or connected with the production of such Programs who are entitled to receive credit and comply with all applicable contractual, guild, union and statutory requirements and agreements; (f) Exercise of the broadcast rights to the Accepted Programs in the Territory will not infringe upon, violate, or constitute misappropriation of on any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any including but not limited to copyright, trade secret, patent, trademark, unfair competition, contract, property, defamation, privacy, publicity or any other intellectual property right of any third party; "moral rights" (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specificationsextent such moral rights are recognized by U.S. law); (g) Except to the extent expressly permitted by this Agreement, (viii) the Licensed Software does Licensor has not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair grant or license to others, and will not itself exercise, any rights to broadcast the performanceAccepted Programs in or to the Territory; (h) Each and every one of the representations and warranties made by Licensor herein shall survive the Broadcast Period for each Accepted Program; (i) To the extent Section 507 (as defined in Section 4.6 above) is applicable, output no Accepted Program includes or accuracy of Licensee’s will include any matter for which any money, service or productsother valuable consideration is directly or indirectly paid or promised to Licensor by a third party, or accepted from or charged to a third party by Licensor, unless such is disclosed in accordance with Section 507. Licensor shall exercise reasonable diligence to inform its employees, and other persons with whom it deals directly in connection with such programs, of the requirements of Section 507; provided, however, that no act of any such employee or of any independent contractor connected with any of the programs, in contravention of the provisions of Section 507, shall constitute a breach of the provisions of this paragraph unless Licensor has actual notice thereof and fails promptly to disclose such act to Licensee. As used in this paragraph, the term "service or other valuable consideration" shall not include any service or property furnished without charge or at a nominal charge for use in, or in connection with, any of the programs "unless it is so furnished in consideration for an identification in a broadcast of any person, product, service, trademark or brand name beyond an identification which is reasonably related to the use of such service or property on the broadcast," as such terms are used in Section 507. No inadvertent failure by Licensor to comply with this paragraph shall be deemed a breach of this Agreement; and (j) For purposes of this Section 7.1 only, "Accepted Programs" shall be deemed to include Venevision Produced U.S. Special Programs to the extent broadcast by Licensee. 7.2 Licensor further agrees that, while it has no obligation to do so, if it secures a producer's (Errors and Omissions) liability policy covering the Programs, or any part thereof, it will cause Licensee to be named as an additional insured on such policy and will cause a certificate of insurance to be promptly furnished to Licensee, provided, however, that the inclusion of Licensee as an additional insured does not result in any additional cost or expense to Licensor. Licensor will notify Licensee when such insurance is obtained and, after obtained if canceled. Any such insurance as to which Licensee is an additional insured shall be primary as to Licensee and not in excess of or contributory to any other insurance provided for the benefit of or by Licensee. 7.3 Licensor warrants that the amount of Programs made available throughout the term hereunder for license hereunder, when aggregated with (i) the amount of Programs (as defined in the Univisa Agreement) made available for license by Univisa pursuant to the Univisa Agreement, (ii) any local-produced programming by the Stations to the extent such locally produced programming is used on either of the Networks, (iii) any programs produced by Licensee, and (xiiv) Licensor has the facilitiesany programs purchased by Licensee other than from Licensor, experience and expertise necessary will be sufficient (when including an estimated six hours of repeat broadcasting) to perform all fill a twenty-four hour a day, seven day a week time schedule for each of the services provided for in this AgreementUnivision Network and the Galavision Network (as currently operated), which such time schedules as between the two networks shall be separate and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnelnon-duplicative.

Representations and Warranties of Licensor. Licensor hereby LICENSOR represents and warrants to Licensee EDESA that as of the Effective Date: (ia) Licensor LICENSOR has the full right, power and authority to enter into and perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; (ii) Licensor has no restrictions that would impair its ability , to perform its obligations under the Agreement and has not and will not enter into any agreement that would prevent it from performing or would violate any of obligations hereunder; (iii) Licensor is the author and creator of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secretsthis Agreement, and other third party proprietary rightsto grant the license granted under Section ‎7.1, to license and the rights granted to Licensee herein; (iv) the Licensed Product does fulfillment of its obligations and performance of its activities hereunder do not and shall not infringe uponmaterially conflict with, violate, or breach or constitute misappropriation a default under any material contractual obligation or court or administrative order by which LICENSOR is bound; (b) there are no legal claims, judgments or settlements against or owed by LICENSOR or to the Knowledge of LICENSOR, pending legal claims or litigation, in each case relating to the Product, the LICENSOR or Licensed Technology; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by LICENSOR as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) LICENSOR is the exclusive legal and beneficial owner of the Patents listed in Appendix A. (e) LICENSOR Controls the right, title and interest in and to the Licensed Technology that it purports to Control, and has the right to grant to EDESA the licenses that it purports to grant hereunder and has not granted any copyrightThird Party rights that would interfere or be inconsistent with EDESA’s rights hereunder; (f) there is no action, trademarksuit, trade secretinquiry, right of publicity, right of privacy, moral rightsinvestigation or other proceeding ongoing, or to the Knowledge of LICENSOR, threatened or pending, brought by any other proprietary Third Party that alleges the use of the Licensed Technology or the Development and/or Commercialization of the Product would infringe or misappropriate the intellectual property or intellectual property rights of any third partyThird Party (and it has not received any notice alleging such an infringement or misappropriation). In the event that LICENSOR becomes aware of any such action or proceeding, and no third party patent rightsit shall promptly notify EDESA in writing; (g) to the Knowledge of LICENSOR, trademark rights, the use of the Licensed Technology or other the Development and/or Commercialization of the Product will not infringe or misappropriate the intellectual property or intellectual property rights of any Third Party; (h) LICENSOR does not have any current knowledge that would cause any of its representations or warranties to EDESA to be infringed by any act contemplated by this Agreement; (v) no claims, allegations, incorrect or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personneluntrue.

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor has or its affiliates are the power sole owners of the Licensed Xxxx in the Territory and authority the Licensor possesses sufficient powers and rights to enter into grant the rights and perform the obligations according license granted to the terms of this Agreement and to grant all rights contemplated by this AgreementLicensee herein; (ii) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has best of Licensor’s knowledge, there are not and will not enter into any agreement that would prevent it from performing adverse or would violate concurrent rights of any third party with respect to the use of obligations hereunderthe Licensed Xxxx in the Territory; (iii) Licensor is to the author and creator best of Licensor’s knowledge, Licensee may use the Licensed Product or has obtained Xxxx in accordance with this Trademark License Agreement and currently holds valid and sufficient rightsthe License Agreement in the Territory, including the without breaching any rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (iv) Licensee may advertise the Licensed Xxxx on the Products in the Territory without thereby infringing any rights of any third party; (v) Licensor is duly authorized to execute and deliver this Trademark License Agreement and to perform its obligations hereunder, and the person or persons executing this Trademark License Agreement on its behalf has been duly authorized to do so by all requisite corporate action; (vi) Licensor is aware of no action, suit or inquiry or investigation instituted by or before any court or governmental agency which questions or threatens the validity of this Trademark License Agreement or the Licensed Product Xxxx; and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) Licensor shall not take (or cause any other person to take) any action which will conflict with, contravene or otherwise limit or restrict the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all rights of the services Licensee hereunder or the right of the Licensee to enjoy the benefits of this Trademark License Agreement (other than as expressly provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnelherein).

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that as of the Effective Date that: (ia) to Licensor’s knowledge, the Patent Rights and Know-How exist and are not invalid or unenforceable, in whole or in part; (b) Licensor is duly organized and validly existing under the laws of the State of Nevada; (c) Licensor has the full corporate right, power and authority to enter into and perform the obligations according to the terms of this Agreement and to grant all rights contemplated the license granted under Section 2.1; provided, however, that any Licensor representation or warranty pertaining to the Patent Rights or to the infringement of Third Party Patent Rights is made exclusively by Licensor in Sections 11.1(f) and not this Agreement; Section 11.1(c); (iid) to Licensor’s knowledge, this Agreement is legally binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery, and performance of this Agreement by Licensor 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 material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; (e) Licensor has no restrictions that would impair not previously assigned, transferred, conveyed or otherwise encumbered its ability right, title and interest in the Patent Rights or the Know-How; (f) to perform its obligations under the Agreement and has not and will not enter into any agreement that would prevent Licensor’s knowledge, it from performing or would violate any of obligations hereunder; (iii) Licensor is the author sole and creator exclusive owner or licensee of the Licensed Product or has obtained Patent Rights and currently holds valid and sufficient rightsKnow-How, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all any liens, charges and encumbrances, and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has any claim of ownership whatsoever with respect to the Patent Rights and the Know-How; (g) to Licensor’s knowledge, there are no claims, judgments or settlements against or owed by Licensor and no pending or written threatened claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) litigation relating to the License Software Patent Rights and the delivery thereof will be free from any error(s) or defect(s) relating to date data Know-How; and (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xih) Licensor has disclosed to Licensee all reasonably relevant information regarding the facilities, experience Patent Rights and expertise necessary to perform all of the services provided for in Know-How licensed under this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnel.

Representations and Warranties of Licensor. 11.1 Licensor hereby represents and warrants to Licensee that (i) as follows, which representations and warranties are made as of the date first set forth above, and which shall continue through the Term: A. Licensor has the power and authority lawful right to grant the license granted pursuant hereto; B. No consents of any third party, including but not limited to shareholders, are required for Licensee to enter into this Agreement and/or to grant the license and perform the obligations according to the terms other rights thereunder; C. The execution of this Agreement by Licensor and the fulfillment of its duties and obligations hereunder and thereunder has been authorized by all required corporate action on the part of Licensor and will not cause Licensor to be in default under any agreement, arrangement or understanding with any third party with or without the passage of time, or otherwise; D. Licensor has not granted any licensing or other rights in the Licensed Products, Patent Rights, Technology, Related Technology and Components and/or the Radios to any third party prior to the date hereof except to the extent set forth on Schedule 11.1 attached hereto and made a part hereof; E. Prior to the date hereof, Licensor has not, and through the expiration of the Term, Licensor will not grant all any licensing or other rights contemplated in the Licensed Products, Patent Rights, Technology, Related Technology and Components and/or the Radios to any third party (unless Licensee is in Default as defined in Paragraph 6.1 herein ); F. Since the date of execution of the binding letter of intent by and between Licensor and Licensee concerning this Agreement; , as extended (ii) the "Letter of Intent"), Licensor has no restrictions that would impair not, and from the date first set forth above through the termination of the Term, Licensor shall not sell, transfer, hypothecate, pledge or otherwise encumber, directly or indirectly, or allow or cause to be sold, transferred, hypothecated, pledged or otherwise encumbered, directly or indirectly, the Licensed Products, Patent Rights, Technology, Related Technology and Components and/or the Radios other than to the extent hypothecated, pledged or otherwise encumbered as of the date of execution of the Letter of Intent (the full extent of which is accurately disclosed by Licensor on Schedule 11.1 attached hereto), in which case Licensor has not since the date of execution of the Letter of Intent and will not during the Term extend or increase any of such encumbrances without Licensee's prior written consent, which may be withheld in its ability to perform its obligations under sole and absolute discretion. G. To the Agreement best of Licensor's knowledge, the Licensed Products and has the Related Technology and Components do not and will not enter into infringe any agreement that would prevent it from performing patent, trademark or would violate any copyrights of obligations hereunder; (iii) Licensor is the author others and creator of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; (iv) the Licensed Product does do not and shall will not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed others. H. The warranties given above constitute the only warranties made by any act contemplated by Licensor with respect to this Agreement; (v) no claims. Licensee hereby waives all other warranties or guarantees of Licensor, allegationswhether express or implied, or notifications from including any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, implied warranties of merchantability and fitness for a particular purpose or any other intellectual property right warranty with respect to the quality, accuracy or freedom from error for the operation, use, and function of any third party; (vi) the Licensed Product Products, Patent Rights, Technology, Related Technology and Components and/or the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnelRadios.

Representations and Warranties of Licensor. 6.1 Licensor hereby agrees, warrants and represents and warrants to Licensee that as follows: (ia) Licensor has the power and authority is free to enter into and fully perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; ; (iib) Licensor has no restrictions that would impair its ability or will have the right to perform its obligations under grant to Licensee the Agreement broadcast rights to the Accepted Programs in the Territory set forth in this Agreement, including but not limited to the necessary literary, artistic, technological and intellectual property rights and has not secured or will secure all necessary written consents, permissions and approvals for incorporation into such Programs of the names, trademarks, likenesses and/or biographies of all persons, firms, products, companies and organizations depicted or displayed in such Programs, and any preexisting film or video footage produced by third parties; (c) There are no and will not enter into be any agreement pending claims, liens, charges, restrictions or encumbrances on the Accepted Programs that would prevent it from performing or would violate any of obligations hereunder; conflict with the broadcast rights granted hereunder to such Programs in the Territory; (iiid) Licensor is the author and creator of the Licensed Product has paid or has obtained and currently holds valid and sufficient rightswill pay all compensation, including the rights under all patentsresiduals, trademarksreuse fees, trade names, inventions, copyrights, know-how, trade secretssynchronization royalties, and other third party proprietary rights, to license payments which must be made in connection with the Accepted Programs and in connection with exploitation of the rights herein granted to Licensee hereinto any third parties including, but not limited to, musicians, directors, writers, producers, announcers, publishers, composers, on-camera and off-camera performers and other persons who participated in production of such Programs, and to any applicable unions, guilds or other labor organizations; provided, however, that Licensor has not acquired performing rights for performance in the Territory of the music contained in such Programs, which rights shall be obtained by Licensee; provided, further, however, that Licensor warrants and represents that all music is available for licensing through ASCAP, BMI or SESAC (ivor any successor or similar entity in the United States) or is in the Licensed Product does not public domain or is owned or controlled by Licensor to the extent necessary to permit broadcasts hereunder in the Territory and shall no additional clearance or payment is required for such broadcast; (e) The main and end titles of the Accepted Programs and all publicity, promotion, advertising and packaging information and materials supplied by Licensor will contain all necessary and proper credits for the actors, directors, writers and all other persons appearing in or connected with the production of such Programs who are entitled to receive credit and comply with all applicable contractual, guild, union and statutory requirements and agreements; (f) Exercise of the broadcast rights to the Accepted Programs in the Territory will not infringe upon, violate, or constitute misappropriation of on any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any including but not limited to copyright, trade secret, patent, trademark, unfair competition, contract, property, defamation, privacy, publicity or any other intellectual property right of any third party; "moral rights" (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specificationsextent such moral rights are recognized by U.S. law); (g) Except to the extent expressly permitted by this Agreement, (viii) the Licensed Software does Licensor has not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair grant or license to others, and will not itself exercise, any rights to broadcast any Program in or to the performanceTerritory, output including, but not limited to, by way of any broadcast over the radio of any audio portion of any Accepted Program that is a novela in the Territory (other than spill-over from Licensor's border radio stations). (h) Each and every one of the representations and warranties made by Licensor herein shall survive the Broadcast Period for each Accepted Program; (i) To the extent Section 507 (as defined in Section 3.6 above) is applicable, no Accepted Program includes or accuracy of Licensee’s will include any matter for which any money, service or productsother valuable consideration is directly or indirectly paid or promised to Licensor by a third party, and (xi) Licensor has the facilitiesor accepted from or charged to a third party by Licensor, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services unless such is disclosed in accordance with Section 507. Licensor shall exercise reasonable diligence to inform its employees, and other persons with whom it deals directly in connection with such programs, of the highest professional requirements of Section 507; provided, however, that no act of any such employee or of any independent contractor connected with any of the programs, in contravention of the provisions of Section 507, shall constitute a breach of the provisions of this paragraph unless Licensor has actual notice thereof and industry standards and fails promptly to disclose such act to Licensee. As used in this paragraph, the term "service or other valuable consideration" shall not include any service or property furnished without charge or at a nominal charge for use in, or in connection with, any of the programs "unless it is so furnished in consideration for an identification in a broadcast of any person, product, service, trademark or brand name beyond an identification which is reasonably related to the use of such service or property on the broadcast," as such terms are used in Section 507. No inadvertent failure by Licensor to comply with this paragraph shall be deemed a breach of this Agreement; and (j) For purposes of this Section 6.1 only, "Accepted Programs" shall be deemed to include Venevision Produced U.S. Special Programs to the extent broadcast by Licensee. 6.2 Licensor further agrees that, while it has no obligation to do so, if it secures a producer's (Errors and Omissions) liability policy covering the Programs, or any part thereof, it will cause Licensee to be named as an additional insured on such policy and will cause a certificate of insurance to be promptly furnished to Licensee, provided, however, that the inclusion of Licensee as an additional insured does not result in timely manner using qualified personnelany additional cost or expense to Licensor. Licensor will notify Licensee when such insurance is obtained and, after obtained if canceled. Any such insurance as to which Licensee is an additional insured shall be primary as to Licensee and not in excess of or contributory to any other insurance provided for the benefit of or by Licensee.

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor is the sole owner of the right, title and interest in and to the Compound and the Property (ii) Licensor is entitled to grant the licenses contemplated hereunder to Licensee, (iii) the Property does not constitute an infringement of any existing intellectual property rights when used on the Products; (iv) the Compound is suitable for the purposes for which it will be used by Licensee; (v) the Compound as delivered by Licensor to Licensee will be free of defects, will be manufactured in accordance with good manufacturing practices and conform to the description of the Compound ordered by Licensee; (vi) the Compound as delivered by Licensor to Licensee shall continue to be the same qualitative and quantitative formula as the Compound tested in any clinical studies; (vii) Licensor has the power full power, capacity and authority right to enter into this Agreement, including, but not limited to, the ability and perform wherewithal to provide for the obligations according to manufacture of the terms of this Agreement Compound in compliance with the quality and to grant all rights quantity standards contemplated by this Agreement; (iiviii) Licensor has no restrictions that would impair its ability to perform its obligations under not licensed the Agreement and has not and will not enter into Compound or Property or any agreement that would prevent it from performing or would violate aspect thereof in any of obligations manner inconsistent with the licenses granted hereunder; (iiiix) Licensor is shall convey good, clear and unencumbered title to the author and creator of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee hereinCompound supplied; (ivx) Licensor has not granted any rights relating to the Licensed Product does not Compound or the Property to any other person or entity in the Authorized Channels of Trade in the Territories for the Purposes for which Licensor has granted Licensee exclusive rights; (xi) neither the execution and shall not infringe upondelivery of this Agreement nor compliance with the obligations of Licensor hereunder, violatewill violate any law or regulation, or any order or decrees of any court or government instrumentality, or will conflict with, or result in the breach of, or constitute misappropriation of a default under, any copyrightcontract, trademarkagreement, trade secretinstrument or judgment to which Licensor is a party; and (xii) no action, right of publicityapproval or consent, right of privacyincluding but not limited to, moral rightsany action, approval or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed consent by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable United States federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses municipal or other computer programming routines governmental agency, commission, board, bureau or defects that are intended instrumentality is necessary in order to damageconstitute this Agreement as a valid, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free binding and clear enforceable obligation of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnelits terms.

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor is the sole owner of the right, title and interest in and to the Compound and the Property (ii) Licensor is entitled to grant the licenses contemplated hereunder to Licensee, (iii) the Property does not constitute an infringement of any existing intellectual property rights when used on the Products; (iv) the Compound is suitable for the purposes for which it will be used by Licensee; (v) the Compound as delivered by Licensor to Licensee will be free of defects, will be manufactured in accordance with good manufacturing practices and conform to the Specifications; (vi) the Compound as delivered by Licensor to Licensee shall continue to be the same qualitative and quantitative formula as the Compound tested in any clinical studies conducted by or at the direction of Licensor as of the Effective Date; (vii) Licensor has the power full power, capacity and authority right to enter into this Agreement, including, but not limited to, the ability and perform wherewithal to provide for the obligations according to manufacture of the terms of this Agreement Compound in compliance with the quality and to grant all rights quantity standards contemplated by this Agreement; (iiviii) Licensor has no restrictions that would impair its ability to perform its obligations under not licensed the Agreement and has not and will not enter into Compound or Property or any agreement that would prevent it from performing or would violate aspect thereof in any of obligations manner inconsistent with the licenses granted hereunder; (iiiix) Licensor is shall convey good, clear and unencumbered title to the author and creator of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee hereinCompound supplied; (ivx) neither the Licensed Product does not execution and shall not infringe upondelivery of this Agreement nor compliance with the obligations of Licensor hereunder, violatewill violate any law or regulation, or any order or decrees of any court or government instrumentality, or will conflict with, or result in the breach of, or constitute misappropriation of a default under, any copyrightcontract, trademarkagreement, trade secretinstrument or judgment to which Licensor is a party; and (xi) no action, right of publicityapproval or consent, right of privacyincluding but not limited to, moral rightsany action, approval or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed consent by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable United States federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses municipal or other computer programming routines governmental agency, commission, board, bureau or defects that are intended instrumentality is necessary in order to damageconstitute this Agreement as a valid, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free binding and clear enforceable obligation of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnelits terms.

Representations and Warranties of Licensor. Licensor hereby LICENSOR represents and warrants to Licensee that NSC that (ia) Licensor LICENSOR has as of the Effective Date, and will have during the Term, sufficient rights and power and authority to enter into and perform the obligations according to the terms of this Agreement and to grant the licenses to NSC which it purports to grant herein free and clear of any and all rights contemplated by this Agreement; liens and any requirements of charges, fees, rights, conditions or restrictions of any kind and, as of the Effective Date; (iib) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has not and will not enter into grant; license, convey, assign, and/or transfer to any agreement that would prevent it from performing or would violate Third Party any of obligations rights to Technology (as defined in Exhibit B), inconsistent with the licenses and other rights granted hereunder; ; (iiic) Licensor is the author sole owner, and creator has the entire right, title and interest in the Technology; (d) there are, as of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secretsEffective Date, and other third party proprietary rightsduring the Term shall be, to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all outstanding liens, encumbrances, and claims agreements or demands understandings of third parties and any kind, requirements of charges, fees, rights, conditions or restrictions of any kind, either written, oral or implied, regarding the Technology to which LICENSOR or its Affiliates is a party or which are binding upon LICENSOR its Affiliates which are inconsistent or in all material respectsconflict with any provision of this Agreement; (e) as of the Effective Date, free from defectsLICENSOR or its Affiliates has received no written claim or accusation that the practice of the Licensed Products or the manufacture, errors, and malfunctionsuse or sale of Licensed Products infringes or may infringe any Third Party patent; and (x) thus it should not matter but should be in the License Software and master agreement as of the delivery thereof will be free from Effective Date, LICENSOR or its Affiliates has not received a written notification of any error(s) interference proceeding, opposition proceeding, cancellation proceeding or defect(s) other protest proceeding relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output Licensed Patents being instituted against LICENSOR or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnelits Affiliates.

Representations and Warranties of Licensor. 6.1 Licensor hereby agrees, warrants and represents and warrants to Licensee that as follows: (ia) Licensor has the power and authority is free to enter into and fully perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; ; (iib) Licensor has no restrictions that would impair its ability or will have the right to perform its obligations under grant to Licensee the Agreement broadcast rights to the Accepted Programs in the Territory set forth in this Agreement, including but not limited to the necessary literary, artistic, technological and intellectual property rights and has not secured or will secure all necessary written consents, permissions and approvals for incorporation into such Programs of the names, trademarks, likenesses and/or biographies of all persons, firms, products, companies and organizations depicted or displayed in such Programs, and any preexisting film or video footage produced by third parties; (c) There are no and will not enter into be any agreement pending claims, liens, charges, restrictions or encumbrances on the Accepted Programs that would prevent it from performing or would violate any of obligations hereunder; conflict with the broadcast rights granted hereunder to such Programs in the Territory; (iiid) Licensor is the author and creator of the Licensed Product has paid or has obtained and currently holds valid and sufficient rightswill pay all compensation, including the rights under all patentsresiduals, trademarksreuse fees, trade names, inventions, copyrights, know-how, trade secretssynchronization royalties, and other third party proprietary rights, to license payments which must be made in connection with the Accepted Programs and in connection with exploitation of the rights herein granted to Licensee hereinto any third parties including, but not limited to, musicians, directors, writers, producers, announcers, publishers, composers, on-camera and off-camera performers and other persons who participated in production of such Programs, and to any applicable unions, guilds or other labor organizations; provided, however, that Licensor has not acquired performing rights for performance in the Territory of the music contained in such Programs, which rights shall be obtained by Licensee; provided, further, however, that Licensor warrants and represents that all music is available for licensing through ASCAP, BMI or SESAC (ivor any successor or similar entity in the United States or in Puerto Rico, as applicable) or is in the Licensed Product does not public domain or is owned or controlled by Licensor to the extent necessary to permit broadcasts hereunder in the Territory and shall no additional clearance or payment is required for such broadcast; (e) The main and end titles of the Accepted Programs and all publicity, promotion, advertising and packaging information and materials supplied by Licensor will contain all necessary and proper credits for the actors, directors, writers and all other persons appearing in or connected with the production of such Programs who are entitled to receive credit and comply with all applicable contractual, guild, union and statutory requirements and agreements; (f) Exercise of the broadcast rights to the Accepted Programs in the Territory will not infringe upon, violate, or constitute misappropriation of on any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any including but not limited to copyright, trade secret, patent, trademark, unfair competition, contract, property, defamation, privacy, publicity or any other intellectual property right of any third party; "moral rights" (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specificationsextent such moral rights are recognized by U.S. law and Puerto Rican law, as applicable); (viiig) Except to the Licensed Software does extent expressly permitted by this Agreement, Licensor has not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair grant or license to others, and will not itself exercise, any rights to broadcast any Program in or to the performanceTerritory, output including, but not limited to, by way of any broadcast over the radio of any audio portion of any Accepted Program that is a novela in the Territory (other than spill-over from Licensor's border radio stations in Mexico). (h) Each and every one of the representations and warranties made by Licensor herein shall survive the Broadcast Period for each Accepted Program; (i) To the extent Section 507 (as defined in Section 3.6 above) is applicable, no Accepted Program includes or accuracy of Licensee’s will include any matter for which any money, service or productsother valuable consideration is directly or indirectly paid or promised to Licensor by a third party, and (xi) Licensor has the facilitiesor accepted from or charged to a third party by Licensor, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services unless such is disclosed in accordance with Section 507. Licensor shall exercise reasonable diligence to inform its employees, and other persons with whom it deals directly in connection with such programs, of the highest professional requirements of Section 507; provided, however, that no act of any such employee or of any independent contractor connected with any of the programs, in contravention of the provisions of Section 507, shall constitute a breach of the provisions of this paragraph unless Licensor has actual notice thereof and industry standards and fails promptly to disclose such act to Licensee. As used in this paragraph, the term "service or other valuable consideration" shall not include any service or property furnished without charge or at a nominal charge for use in, or in connection with, any of the programs "unless it is so furnished in consideration for an identification in a broadcast of any person, product, service, trademark or brand name beyond an identification which is reasonably related to the use of such service or property on the broadcast," as such terms are used in Section 507. No inadvertent failure by Licensor to comply with this paragraph shall be deemed a breach of this Agreement; and (ii) For purposes of this Section 6.1 only, "Accepted Programs" shall be deemed to include Televisa Produced Puerto Rico Special Programs to the extent broadcast by Licensee. 6.2 Licensor further agrees that, while it has no obligation to do so, if it secures a producer's (Errors and Omissions) liability policy covering the Programs, or any part thereof, it will cause Licensee to be named as an additional insured on such policy and will cause a certificate of insurance to be promptly furnished to Licensee, provided, however, that the inclusion of Licensee as an additional insured does not result in timely manner using qualified personnelany additional cost or expense to Licensor. Licensor will notify Licensee when such insurance is obtained and, after obtained if cancelled. Any such insurance as to which Licensee is an additional insured shall be primary as to Licensee and not in excess of or contributory to any other insurance provided for the benefit of or by Licensee.

Representations and Warranties of Licensor. 7.1 Licensor hereby agrees, warrants and represents and warrants as follows: (a) Subject to Licensee that (i) Section 1.4 hereof Licensor has the power and authority is free to enter into and fully perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; ; (iib) Licensor has no restrictions that would impair its ability or will have the right to perform its obligations under grant to Licensee the Agreement broadcast rights to the Accepted Programs in the Territory set forth in this Agreement, including but not limited to the necessary literary, artistic, technological and intellectual property rights and has not secured or will secure all necessary written consents, permissions and approvals for incorporation into such Programs of the names, trademarks, likenesses and/or biographies of all persons, firms, products, companies and organizations depicted or displayed in such Programs, and any preexisting film or video footage produced by third parties; (c) There are no and will not enter into be any agreement pending claims, liens, charges, restrictions or encumbrances on the Accepted Programs that would prevent it from performing or would violate any of obligations hereunder; conflict with the broadcast rights granted hereunder to such Programs in the Territory; (iiid) Licensor is the author and creator of the Licensed Product has paid or has obtained and currently holds valid and sufficient rightswill pay all compensation, including the rights under all patentsresiduals, trademarksreuse fees, trade names, inventions, copyrights, know-how, trade secretssynchronization royalties, and other third party proprietary rights, to license payments which must be made in connection with the Accepted Programs and in connection with exploitation of the rights herein granted to Licensee hereinto any third parties including, but not limited to, musicians, directors, writers, producers, announcers, publishers, composers, on-camera and off-camera performers and other persons who participated in production of such Programs, and to any applicable unions, guilds or other labor organizations; PROVIDED, HOWEVER, that Licensor has not acquired performing rights for performance in the Territory of the music contained in such Programs, which rights shall be obtained by Licensee; PROVIDED, FURTHER, however, that Licensor warrants and represents that all music is available for licensing through ASCAP, BMI or SESAC (ivor any successor or similar entity in the United States) or is in the Licensed Product does not public domain or is owned or controlled by Licensor to the extent necessary to permit broadcasts hereunder in the Territory and shall no additional clearance or payment is required for such broadcast; (e) The main and end titles of the Accepted Programs and all publicity, promotion, advertising and packaging information and materials supplied by Licensor will contain all necessary and proper credits for the actors, directors, writers and all other persons appearing in or connected with the production of such Programs who are entitled to receive credit and comply with all applicable contractual, guild, union and statutory requirements and agreements; (f) Exercise of the broadcast rights to the Accepted Programs in the Territory will not infringe upon, violate, or constitute misappropriation of on any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any including but not limited to copyright, trade secret, patent, trademark, unfair competition, contract, property, defamation, privacy, publicity or any other intellectual property right of any third party; "moral rights" (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specificationsextent such moral rights are recognized by U.S. law); (g) Except to the extent expressly permitted by this Agreement, (viii) the Licensed Software does Licensor has not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair grant or license to others, and will not itself exercise, any rights to broadcast the performanceAccepted Programs in or to the Territory; (h) Each and every one of the representations and warranties made by Licensor herein shall survive the Broadcast Period for each Accepted Program; (i) To the extent Section 507 (as defined in Section 4.6 above) is applicable, output no Accepted Program includes or accuracy of Licensee’s will include any matter for which any money, service or productsother valuable consideration is directly or indirectly paid or promised to Licensor by a third party, or accepted from or charged to a third party by Licensor, unless such is disclosed in accordance with Section 507. Licensor shall exercise reasonable diligence to inform its employees, and other persons with whom it deals directly in connection with such programs, of the requirements of Section 507; provided, however, that no act of any such employee or of any independent contractor connected with any of the programs, in contravention of the provisions of Section 507, shall constitute a breach of the provisions of this paragraph unless Licensor has actual notice thereof and fails promptly to disclose such act to Licensee. As used in this paragraph, the term "service or other valuable consideration" shall not include any service or property furnished without charge or at a nominal charge for use in, or in connection with, any of the programs "unless it is so furnished in consideration for an identification in a broadcast of any person, product, service, trademark or brand name beyond an identification which is reasonably related to the use of such service or property on the broadcast," as such terms are used in Section 507. No inadvertent failure by Licensor to comply with this paragraph shall be deemed a breach of this Agreement; and (j) For purposes of this Section 7.1 only, "Accepted Programs" shall be deemed to include Televisa Produced U.S. Special Programs to the extent broadcast by Licensee. 7.2 Licensor further agrees that, while it has no obligation to do so, if it secures a producer's (Errors and Omissions) liability policy covering the Programs, or any part thereof, it will cause Licensee to be named as an additional insured on such policy and will cause a certificate of insurance to be promptly furnished to Licensee, provided, however, that the inclusion of Licensee as an additional insured does not result in any additional cost or expense to Licensor. Licensor will notify Licensee when such insurance is obtained and, after obtained if cancelled. Any such insurance as to which Licensee is an additional insured shall be primary as to Licensee and not in excess of or contributory to any other insurance provided for the benefit of or by Licensee. 7.3 Licensor warrants that the amount of Programs made available throughout the term hereunder for license hereunder, when aggregated with (i) the amount of Programs (as defined in the Venevision Agreement) made available for license by Venevision pursuant to the Venevision Agreement, (ii) any local-produced programming by the Stations to the extent such locally produced programming is used on either of the Networks, (iii) any programs produced by Licensee, and (xiiv) Licensor has the facilitiesany programs purchased by Licensee other than from Licensor, experience and expertise necessary will be sufficient to perform all fill a twenty-four hour a day, seven day a week time schedule for each of the services provided for in this AgreementUnivision Network and the Galavision Network, which such time schedules as between the two networks shall be separate and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnelnon-duplicative.

Representations and Warranties of Licensor. 6.1 Licensor hereby agrees, warrants and represents and warrants to Licensee that as follows: (ia) Licensor has the power and authority is free to enter into and fully perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; ; (iib) Licensor has no restrictions that would impair its ability or will have the right to perform its obligations under grant to Licensee the Agreement broadcast rights to the Accepted Programs in the Territory set forth in this Agreement, including but not limited to the necessary literary, artistic, technological and intellectual property rights and has not secured or will secure all necessary written consents, permissions and approvals for incorporation into such Programs of the names, trademarks, likenesses and/or biographies of all persons, firms, products, companies and organizations depicted or displayed in such Programs, and any preexisting film or video footage produced by third parties; (c) There are no and will not enter into be any agreement pending claims, liens, charges, restrictions or encumbrances on the Accepted Programs that would prevent it from performing or would violate any of obligations hereunder; conflict with the broadcast rights granted hereunder to such Programs in the Territory; (iiid) Licensor is the author and creator of the Licensed Product has paid or has obtained and currently holds valid and sufficient rightswill pay all compensation, including the rights under all patentsresiduals, trademarksreuse fees, trade names, inventions, copyrights, know-how, trade secretssynchronization royalties, and other third party proprietary rights, to license payments which must be made in connection with the Accepted Programs and in connection with exploitation of the rights herein granted to Licensee hereinto any third parties including, but not limited to, musicians, directors, writers, producers, announcers, publishers, composers, on-camera and off-camera performers and other persons who participated in production of such Programs, and to any applicable unions, guilds or other labor organizations; provided, however, that Licensor has not acquired performing rights for performance in the Territory of the music contained in such Programs, which rights shall be obtained by Licensee; provided, further, however, that Licensor warrants and represents that all music is available for licensing through ASCAP, BMI or SESAC (ivor any successor or similar entity in the United States) or is in the Licensed Product does not public domain or is owned or controlled by Licensor to the extent necessary to permit broadcasts hereunder in the Territory and shall no additional clearance or payment is required for such broadcast; (e) The main and end titles of the Accepted Programs and all publicity, promotion, advertising and packaging information and materials supplied by Licensor will contain all necessary and proper credits for the actors, directors, writers and all other persons appearing in or connected with the production of such Programs who are entitled to receive credit and comply with all applicable contractual, guild, union and statutory requirements and agreements; (f) Exercise of the broadcast rights to the Accepted Programs in the Territory will not infringe upon, violate, or constitute misappropriation of on any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any including but not limited to copyright, trade secret, patent, trademark, unfair competition, contract, property, defamation, privacy, publicity or any other intellectual property right of any third party; "moral rights" (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specificationsextent such moral rights are recognized by U.S. law); (g) Except to the extent expressly permitted by this Agreement, (viii) the Licensed Software does Licensor has not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair grant or license to others, and will not itself exercise, any rights to broadcast any Program in or to the performanceTerritory, output including, but not limited to, by way of any broadcast over the radio of any audio portion of any Accepted Program that is a novela in the Territory (other than spill-over from Licensor's border radio stations in Mexico). (h) Each and every one of the representations and warranties made by Licensor herein shall survive the Broadcast Period for each Accepted Program; (i) To the extent Section 507 (as defined in Section 3.6 above) is applicable, no Accepted Program includes or accuracy of Licensee’s will include any matter for which any money, service or productsother valuable consideration is directly or indirectly paid or promised to Licensor by a third party, and (xi) Licensor has the facilitiesor accepted from or charged to a third party by Licensor, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services unless such is disclosed in accordance with Section 507. Licensor shall exercise reasonable diligence to inform its employees, and other persons with whom it deals directly in connection with such programs, of the highest professional requirements of Section 507; provided, however, that no act of any such employee or of any independent contractor connected with any of the programs, in contravention of the provisions of Section 507, shall constitute a breach of the provisions of this paragraph unless Licensor has actual notice thereof and industry standards and fails promptly to disclose such act to Licensee. As used in this paragraph, the term "service or other valuable consideration" shall not include any service or property furnished without charge or at a nominal charge for use in, or in connection with, any of the programs "unless it is so furnished in consideration for an identification in a broadcast of any person, product, service, trademark or brand name beyond an identification which is reasonably related to the use of such service or property on the broadcast," as such terms are used in Section 507. No inadvertent failure by Licensor to comply with this paragraph shall be deemed a breach of this Agreement; and (ii) For purposes of this Section 6.1 only, "Accepted Programs" shall be deemed to include Televisa Produced U.S. Special Programs to the extent broadcast by Licensee. 6.2 Licensor further agrees that, while it has no obligation to do so, if it secures a producer's (Errors and Omissions) liability policy covering the Programs, or any part thereof, it will cause Licensee to be named as an additional insured on such policy and will cause a certificate of insurance to be promptly furnished to Licensee, provided, however, that the inclusion of Licensee as an additional insured does not result in timely manner using qualified personnelany additional cost or expense to Licensor. Licensor will notify Licensee when such insurance is obtained and, after obtained if cancelled. Any such insurance as to which Licensee is an additional insured shall be primary as to Licensee and not in excess of or contributory to any other insurance provided for the benefit of or by Licensee.

Representations and Warranties of Licensor. Licensor hereby represents represents, warrants and warrants to Licensee that agrees during the term of this Agreement that: (ia) Licensor it has the right, power and authority to enter into and perform the fully discharge its obligations according to the terms of under this Agreement and Agreement; (b) it has all right to grant all rights contemplated by this Agreement; (ii) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has not and will not enter into any agreement that would prevent it from performing or would violate any of obligations hereunder; (iii) Licensor is the author and creator of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; under this Agreement and that no consent of any third party is required for the grant of such rights by Licensor under this Agreement; (ivc) to the Licensed Product does not and shall best of its knowledge, the Covered Products do not infringe upon, violate, upon the intellectual property or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third partyother party or contain any design or other product defects, and that there are no claims, judgments, settlements, claims or pending claims or litigation relating to any Covered Products; (d) this Agreement has been authorized by all necessary corporate or limited liability company action and constitutes the legal, valid and binding obligation of Licensor, enforceable in accordance with its terms, subject to limitations on enforceability imposed by bankruptcy or similar laws or public policies and principals of equity; (e) neither this Agreement (or any term hereof) nor the performance of or exercise of rights under this Agreement, is restricted by, contrary to or in conflict with, any agreement to which Licensor is a party or by which it is bound; (f) all testing and other requirements under the Third Party License Agreements or Production and Talent Agreements that were required to be completed and accepted in order for Licensor to have the rights to manufacture, market, distribute and/or sell the Covered Products subject to such Third Party License Agreements or Production and Talent Agreements have been completed and accepted; (g) Except with regard to certain payment breaches which shall be cured upon Licensor’s receipt of the Advance, Licensor is not in material breach of or default under any of the Third Party License Agreements or Production and Talent Agreements, and no third party patent rightscircumstance or event exists that with the passage of time or the giving of notice will constitute such a breach or default; and (h) to the best of Licensor’s knowledge, trademark rights, none of the other parties to the Third Party License Agreements or other intellectual property rights that would be infringed by Production and Talent Agreements are in material breach of or default under any act contemplated by this Agreement; (v) no claims, allegations, of the Third Party License Agreements or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product Production and the distribution thereof shall comply with all applicable federal, stateTalent Agreements, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses no circumstance or other computer programming routines or defects event exists that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnelpassage of time or the giving of notice will constitute such a breach or default.