Representations and Warranties of the Licensor. 9.1 The Licensor represents and warrants to the Licensee, with the intent that the Licensee will rely thereon in entering into this License Agreement and in concluding the transactions contemplated hereby, as follows:
(a) Licensor warrants that to the best of its knowledge the use of the IP Rights as intended through this License Agreement, does not infringe upon the rights of third parties;
(b) Licensor warrants that to the best of its knowledge the IP Rights is valid, maintained and enforceable towards third parties worldwide and that the IP Rights shall be properly maintained during the term of this License Agreement.
(c) the execution and delivery of this License Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of the Licensor, and this License Agreement constitutes a valid and binding obligation of the Licensor enforceable against the Licensor in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
(d) neither the execution and delivery of this License Agreement nor the performance of the Licensor’s obligations hereunder will:
(i) violate or constitute default under any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to the Licensor, the IP Rights, or any contract, agreement, instrument, covenant, mortgage, or security, to which the Licensor is a party or which are binding upon the Licensor,
(ii) to the knowledge of the Licensor, result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable by the Licensee under any sales tax legislation.
(iii) give rise to the creation or imposition of any encumbrance on the IP Rights,
(iv) violate or constitute default under any license, permit, approval, consent or authorization held by the Licensor, or
(v) violate or trigger any liability on behalf of the Licensee pursuant to any legislation governing the licensing of the IP Rights by the Licensor;
(e) the Licensor owns and possesses and has good and marketable title to the IP Rights free and clear of all encumbrances of every kind and nature whatsoever;
(f) no person other than the Licensee has any written or oral agreement or option or any right or privilege (whether ...
Representations and Warranties of the Licensor. To induce the LICENSEE to acquire the License rights, the LICENSOR hereby makes the following representations and warranties:
Representations and Warranties of the Licensor. The Licensor represents and warrants to the Licensee that:
Representations and Warranties of the Licensor. The Licensor represents and warrants as follows:
Representations and Warranties of the Licensor. The Licensor hereby represents and warrants to Licensee as follows:
Representations and Warranties of the Licensor. 16.1 The Licensor represents and warrants to The Licensee that:
(A) The execution and delivery of this Agreement by The Licensor has been duly authorized. The person executing this Agreement on behalf of The Licensor has full and proper authorization to execute same, and this Agreement is the valid and binding agreement of The Licensor and is enforceable against The Licensor in accordance with its terms.
(B) The Licensor warrants that the Cool Can Patent and the Trademarks are valid and subsisting , that it has sole title to them, and full right, authority and power to enter into this Agreement, and that it shall indemnify and save harmless the Licensee against any and all rights and contracts that may be held or claimed by others.
Representations and Warranties of the Licensor. The Licensor represents and warrants that (i) it is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act; (ii) it is acquiring the Shares for investment for the Licensor’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, without prejudice, however, to Licensor’s right to at all times to sell or otherwise dispose of any or all of the Shares so issued in compliance with applicable federal and state securities laws and (iii) it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of such Shares.
Representations and Warranties of the Licensor. As of the date hereof and as of each Loan Funding Date, the Licensor warrants and represents to the Company and each Service Provider as follows:
Representations and Warranties of the Licensor. Licensor hereby warrants and represents to CSB as follows:
11.1. Licensor owns all appropriate and necessary rights in and to the Pictures which are the subject hereof to permit CSB to peacefully exercise each of the Rights granted hereunder without interference from any third party and without claim that such exercise constitutes a violation of the rights of any third party, except for the pre-existing rights of certain third parties with respect to cable and satellite distribution and certain identified Pictures for which Licensor may not have acquired the Interact Rights. Licensor represents and warrants that when it delivers to CSB the updated schedule of Pictures contemplated by Section 5.1 above, the schedule will contain a listing of all available rights and that it will indicate that no less than 2,250 Pictures shall have been licensed hereunder to CSB with complete video on demand and Internet Rights. The Licensor guarantees to CSB that each of the Pictures was produced in compliance with all applicable laws, that all actors and actresses in the Pictures were over 18 years of age when they rendered their performance, and that all Documentation, including but not limited to, proper age/consent documents are maintained on file as required by law and may be inspected by CSB or its designated agent during normal business hours upon request with 24-hour notice.
11.2. Licensor is the sole owner of all Rights granted to Licensee hereunder; Licensor has not previously assigned, pledged, or otherwise encumbered the same; the Pictures do not violate any fights of privacy; the Pictures are not defamatory; neither the Titles, the Documentation, nor any parts thereof, nor any materials contained therein or synchronized therewith, nor the exercise of any right, violated or will violate, or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, dramatic, personal, private, civil, or other property fight or right of privacy or any similar law or regulation or other fight whatsoever of, or slanders or libels, any person, firm, corporation, or association whatsoever. Notwithstanding the foregoing, Licensor makes no representation or warranties with respect to the laws or regulations of any state, country or territory outside of the United States and/or the States of Alabama, Kentucky, Mississippi, Oklahoma, Utah, North Carolina, South Carolina, Tennessee or West Virginia, or Northern F...
Representations and Warranties of the Licensor. The Licensor hereby represents and warrants to Issuer as of the Closing as follows:
a. The Licensor has the requisite power, capacity and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All action on the part of the Licensor necessary for the authorization, execution, delivery and performance of this Agreement has been taken.
b. This Agreement constitutes the valid and binding obligation of the Licensor, enforceable against the Licensor in accordance with its terms, except as may be limited by principles of equity or by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally.
c. Licensor is acquiring the shares of Issuer to be received by it, for investment, for its own account, and not with a view to the distribution of the Issuer shares. In such connection, Licensor further represents and warrants that it understands that Issuer is issuing the Issuer shares that it is designated to receive, to it in reliance upon an exemption from the registration requirements pursuant to Section 5 of the Securities Act (as hereinafter defined) and the rules and regulations thereunder. Licensor agrees that the Issuer Shares (other than those shares to be registered pursuant to this paragraph following such registration) may not be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of by it unless Issuer shall have been supplied with evidence reasonably satisfactory to it and its counsel that such transfer is not in violation of the Securities Act. Furthermore, Licensor understands that the certificates for the Issuer shares shall bear an appropriate restrictive legend to reflect the foregoing restrictions and that stop transfer instructions will be placed against the Issuer shares with respect thereto. Licensor consents to the placing of such legend on the certificates for the Issuer shares.
d. Licensor is capable of fulfilling the requirements of the Development Agreement.
