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. 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.

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. 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.