Common use of Riverdeep Clause in Contracts

Riverdeep. Riverdeep represents and warrants that (i) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and that it has the full rights, power, legal capacity and authority to enter into this Agreement, and to carry out the terms hereof; (ii) this Agreement has been executed by its duly authorized representative and is a valid, legally binding and enforceable obligation of Riverdeep; (iii) Riverdeep is either the owner of the Products and all Intellectual Property Rights therein or has procured all necessary rights and licenses from the owners of such rights to enter into and carry out the terms of this Agreement; (iv) the Products have not been sold, assigned, leased, licensed or in any other way disposed of or mortgaged, pledged or encumbered in a manner that would violate the license granted to Distributor hereunder, and that it is under no contractual or other legal obligation which would interfere in any way with the full, prompt, and complete performance of its obligations pursuant to this Agreement (including with regard to Riverdeep's contracts with COKeM that relate to the Products); (v) no consent of any person or entity not a party to this Agreement is required or necessary for Riverdeep to carry out its obligations hereunder other than the licensors under the license agreements (the "Consent-Required Contracts") pursuant to which Riverdeep procures the rights to the Products listed on Exhibit F (the "Consent-Required Products") and only then until a Third Party Consent is received in respect of any such Consent-Required Product upon the occurrence of which this representation shall be deemed true and correct with respect to the third party licensors under any such Consent-Required Contracts; (vi) there is no litigation, claim or proceeding of any nature pending or threatened in writing against or relating to the Products or any Intellectual Property Rights related thereto which would have any material adverse effect on the rights granted to Licensee hereunder; (vii) no default has occurred under any agreement or contract to which Riverdeep is a party pursuant to which Riverdeep licenses any Product from a third party, nor has any event occurred, which, with the giving of notice or the passage of time, would constitute a default under any such agreement or contract; and (viii) neither the Products, nor any of the deliverables, nor the use of the Products or such deliverables by Distributor in the manner specifically authorized hereunder, nor the grant of the rights under this Agreement, is or will be an infringement of or otherwise in violation of the rights of any third party in the Territory, including, without limitation, the Intellectual Property Rights, or will violate any applicable laws, rules, or regulations.

Riverdeep. Riverdeep represents and warrants that (i) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and that it has the full rights, power, legal capacity and authority to enter into this Agreement, and to carry out the terms hereof; (ii) this Agreement has been executed by its duly authorized representative and is a valid, legally binding and enforceable obligation of Riverdeep; (iii) Riverdeep is either the owner of the Products and all Intellectual Property Rights therein or has procured all necessary rights and licenses from the owners of such rights to enter into and carry out the terms of this Agreement; (iv) the Products have not been sold, assigned, leased, licensed or in any other way disposed of or mortgaged, pledged or encumbered in a manner that would violate the license granted to Distributor hereunder, and that it is under no contractual or other legal obligation which would interfere in any way with the full, prompt, and complete performance of its obligations pursuant to this Agreement (including with regard to Riverdeep's contracts with COKeM that relate to the Products); (v) no consent of any person or entity not a party to this Agreement is required or necessary for Riverdeep to carry out its obligations hereunder other than the licensors under the license agreements (the "Consent-Required Contracts") pursuant to which Riverdeep procures the rights to the Products listed on Exhibit F (the "Consent-Required Products") and only then until a Third Party Consent is received in respect of any such Consent-Required Product upon the occurrence of which this representation shall be deemed true and correct with respect to the third party licensors under any such Consent-Required Contractshereunder; (vi) there is no litigation, claim or proceeding of any nature pending or threatened in writing against or relating to the Products or any Intellectual Property Rights related thereto which would have any material adverse effect on the rights granted to Licensee hereunder; (vii) no default has occurred under any agreement or contract to which Riverdeep is a party pursuant to which Riverdeep licenses any Product from a third party, nor has any event occurred, which, with the giving of notice or the passage of time, would constitute a default under any such agreement or contract; and (viii) neither the Products, nor any of the deliverables, nor the use of the Products or such deliverables by Distributor in the manner specifically authorized hereunder, nor the grant of the rights under this Agreement, is or will be an infringement of or otherwise in violation of the rights of any third party in the Territory, including, without limitation, the Intellectual Property Rights, or will violate any applicable laws, rules, or regulations.

Riverdeep. Riverdeep represents and warrants that (i) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and that it has the full rights, power, legal capacity and authority to enter into this Agreement, and to carry out the terms hereof; (ii) this Agreement has been executed by its duly authorized representative and is a valid, legally binding and enforceable obligation of Riverdeep; (iii) Riverdeep is either the owner of the Products and all Intellectual Property Rights therein or has procured all necessary rights and licenses from the owners of such rights to enter into and carry out the terms of this Agreement; (iv) the Products have not been sold, assigned, leased, licensed or in any other way disposed of or mortgaged, pledged or encumbered in a manner that would violate the license granted to Distributor hereunder, and that it is under no contractual or other legal obligation which would interfere in any way with the full, prompt, and complete performance of its obligations pursuant to this Agreement (including with regard to Riverdeep's contracts with COKeM that relate to the Products); (v) no consent of any person or entity not a party to this Agreement is required or necessary for Riverdeep to carry out its obligations hereunder other than the licensors under the license agreements (the "Consent-Required Contracts") pursuant to which Riverdeep procures the rights to the Products listed on Exhibit F (the "Consent-Required Products") and only then until a Third Party Consent is received in respect of any such Consent-Required Product upon the occurrence of which this representation shall be deemed true and correct with respect to the third party licensors under any such Consent-Required Contracts; (vi) there is no litigation, claim or proceeding of any nature pending or threatened in writing against or relating to the Products or any Intellectual Property Rights related thereto which would have any material adverse effect on the rights granted to Licensee hereunder; (vii) no default has occurred under any agreement or contract to which Riverdeep is a party pursuant to which Riverdeep licenses any Product from a third party, nor has any event occurred, which, with the giving of notice or the passage of time, would constitute a default under any such agreement or contract; and (viii) neither the Products, nor any of the deliverables, nor the use of the Products or such deliverables by Distributor in the manner specifically authorized hereunder, nor the grant of the rights under this Agreement, is or will be an infringement of or otherwise in violation of the rights of any third party in the Territory, including, without limitation, the Intellectual Property Rights, or will violate any applicable laws, rules, or regulations. 7.1.1 In this regard, Riverdeep hereby acknowledges and agrees that Distributor shall be entitled to use and exploit in connection with its rights under this Agreement all artwork and features and elements thereof and all other materials provided by Riverdeep to Distributor under this Agreement without being obligated to independently verify that, to the extent the same has or may have been provided to Riverdeep by a third party, Riverdeep has cleared all rights to Distributor's use and exploitation of such materials. Without limiting the generality of the preceding sentence, Distributor at any time shall have the right in its sole discretion to require that Riverdeep provide to it evidence satisfactory to Distributor that all such rights to any such materials have been cleared with all third parties, and upon receipt of such request, Riverdeep shall promptly do so. In no event shall any such request for verification by Distributor or disclosure by Riverdeep concerning the impairment of such rights be deemed to abrogate or otherwise limit or affect the protections afforded to Distributor under this Agreement in respect of Distributor's use or exploitation of such materials. 7.2 Riverdeep further represents and warrants the goldmaster candidate for each Product shall (i) correspond to, and perform in all material respects in accordance with, any relevant 9 <PAGE> specifications, functional or other descriptions contained in the written materials accompanying the Products and in all of Riverdeep's advertising and promotional materials (including, any final demonstration versions of the Products, produced, released or approved by Riverdeep), without interruption or error, (ii) function in all respects on the hardware and software specified, (iii) be free from viruses, bugs, and operational limiting routines, the effect of which would materially impair the ability of the end-user to use and enjoy the Product as so intended, (iv) not contain any viruses, worms, date bombs, time bombs, or other code designed to cause the Products to cease operating or to damage, interrupt, or interfere with any end-user's hardware, software or data, and (v) be free of other material defects. If any goldmaster candidate fails to comply with Riverdeep's representation and warranty under this Section, without limiting any right or remedy in this Agreement, Riverdeep shall provide patches or fixes to such Product that prevents it from functioning as represented to Distributor or otherwise keeps it from satisfying the requirements of this Section, any such patches or fixes to be provided as soon as commercially reasonable following Distributor's request therefor, but in no event later than 15 days thereafter for any material bug attributable to Riverdeep's product coding and 30 days for all other Products, it being understood that any such patch or fix so provided shall be deemed to cure Riverdeep's breach of the foregoing representation so long as such patch or fix, taken together with the Product itself, would not have resulted in a breach of such representation, and other than for any out-of-pocket losses, costs, or expenses incurred or owed by Distributor as a result of such breach. Distributor shall notify Riverdeep of crash bugs promptly after becoming aware of the existence thereof and of any other impairment event in a commercially reasonable period of time thereafter. 7.3 Riverdeep shall pay all amounts due under each of its licenses for the Products and shall otherwise maintain the same in effect through the term thereof. Riverdeep shall not grant any waiver or forebearance with respect thereto if the effect of such waiver or forebearance would be to accelerate the date of the expiration or termination thereof from the original term. EXCEPT AS SET FORTH IN THIS SECTION, RIVERDEEP MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY PRODUCT OR THE RELATED DOCUMENTATION AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW THE PRODUCTS ARE DELIVERED "AS IS." THE WARRANTY STATED HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND SUCH WARRANTY CONSTITUTES THE ONLY WARRANTY MADE BY Riverdeep WITH RESPECT TO THIS AGREEMENT OR THE PRODUCTS, ARTICLES, MATERIALS, REPLACEMENT PARTS OR SERVICES TO BE SUPPLIED HEREBY. 7.4 Distributor. Distributor covenants, represents and warrants that (i) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and that it has the full rights, power, legal capacity and authority to enter into this Agreement, and to carry out the terms hereof; (ii) this Agreement has been executed by its duly authorized representative and is a valid, legally binding and enforceable obligation of Riverdeep; (iii) Distributor's exercise of its rights and performance of its obligations hereunder will not violate any laws or other legal requirements; (iv) Distributor will not create, incur or permit any encumbrance, lien, security interest, mortgage, pledge, assignment or other hypothecation upon the License or Products or permit the commencement of any proceeding or foreclosure action on a lien created by Distributor or any of its agents or contractors on the License or Products, or to obtain any assignment thereof, whether or not involving any judicial or nonjudicial foreclosure sales. 10 <PAGE> 8.