Common use of SPECIFIC UNDERTAKINGS OF THE PARTIES Clause in Contracts

SPECIFIC UNDERTAKINGS OF THE PARTIES. (a) VDI warrants, represents and agrees that it has certain ownership rights in and has the right to grant licenses to utilize the names (including the name of the Property), characters, artists' portrayal of characters, likeness and visual representations as included in the Property and to grant the rights to the Property granted Licensee in this agreement. (b) Licensee warrants, represents and agrees that: (i) It will manufacture, sell and distribute the Licensed Products in an ethical manner and in accordance with the terms and intent of this Agreement; (ii) except as expressly provided herein, it will not create any expenses chargeable to VDI; (iii) It will not enter into any agreement relating to the Property for commercial tie-ups or promotions or otherwise, with any person or entity engaged, in whole or in part, in the production of television, without the prior written consent of VDI. (iv) It will cause to be manufactured, sell and distribute Licensed Products of a high standard and of such quality, style and appearance as shall be reasonably adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the Property and the good will pertaining thereto; that such Licensed Products will be manufactured, packaged, sold and distributed and advertised in accordance with all applicable (whether national, federal, state, provincial or local) laws, and that the policy of sale, distribution and or exploitation by Licensee shall be of high standard and at the best advantage of the Property and that the same shall in no manner reflect adversely upon the good name of VDI, or the Property.

SPECIFIC UNDERTAKINGS OF THE PARTIES. (a) VDI warrants, represents and agrees that it has certain ownership rights in and has the right to grant licenses to utilize the names (including the name of the Property), characters, artists' portrayal of characters, likeness and visual representations as included in the Property and to grant the rights to the Property granted Licensee in this agreementAgreement. (b) Licensee warrants, represents and agrees that: (i) It will manufacture, sell and distribute the Licensed Products in an ethical manner and in accordance with the terms and intent of this Agreement; (ii) except as expressly provided herein, it will not create any expenses chargeable to VDI; (iii) It will not enter into any agreement relating to the Property for commercial tie-ups or promotions or otherwise, with any person or entity engaged, in whole or in part, in the production of television, without the prior written consent of VDI. (iv) It will cause to be manufactured, sell and distribute Licensed Products of a high standard and of such quality, style and appearance as shall be reasonably adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the Property and the good will pertaining thereto; that such Licensed Products will be manufactured, packaged, sold and distributed and advertised in accordance with all applicable (whether national, federal, state, provincial or local) laws, laws and that the policy of sale, distribution and or exploitation by Licensee shall be of high standard and at the best advantage of the Property and that the same shall in no manner reflect adversely upon the good name of VDI, or the Property.

SPECIFIC UNDERTAKINGS OF THE PARTIES. (a) VDI warrants, represents and agrees that it has certain ownership rights in and has the right to grant licenses to utilize the names (including the name of the Property), characters, artists' portrayal of characters, likeness and visual representations as included in the Property and to grant the rights to the Property granted Licensee in this agreementAgreement. (b) Licensee warrants, represents and agrees that: (i) It it will manufacture, sell and distribute the Licensed Products in an ethical manner and in accordance with the terms and intent of this Agreement; (ii) except as expressly provided herein, it will not create any expenses chargeable to VDI; (iii) It it will not enter into any agreement relating to the Property for commercial tie-ups or promotions or otherwise, with any person or entity engaged, in whole or in part, in the production of television, without the prior written consent of VDI.; (iv) It it will cause to be manufactured, sell and distribute Licensed Products of a high standard and of such quality, style and appearance as shall be reasonably adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the Property and the good will pertaining thereto; that such Licensed Products will be manufactured, packaged, sold and distributed and advertised in accordance with all applicable (whether national, federal, state, provincial or local) laws, and that the policy of sale, distribution and or and/or exploitation by Licensee shall be of high standard and at the best advantage of the Property and that the same shall in no manner reflect adversely upon the good name of VDI, or the Property.

SPECIFIC UNDERTAKINGS OF THE PARTIES. (a) VDI warrants, represents and agrees that it has certain ownership rights in and has the right to grant licenses to utilize the names (including the name of the Property), characters, artists' portrayal of characters, likeness and visual representations as included in the Property and to grant the rights to the Property granted Licensee in this agreement. (b) Licensee warrants, represents and agrees that: (i) It will manufacture, sell and distribute the Licensed Products in an ethical manner and in accordance with the terms and intent of this Agreement; (ii) except as expressly provided herein, it will not create any expenses chargeable to VDI; (iii) It it will not enter into any agreement relating to the Property for commercial tie-ups or promotions or otherwise, with any person or entity engaged, in whole or in part, in the production of television, without the prior written consent of VDI.; and (iv) It will cause to be manufactured, sell and distribute Licensed Products of a high standard and of such quality, style and appearance as shall be reasonably adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the Property and the good will pertaining thereto; that such Licensed Products will be manufactured, packaged, sold and distributed and advertised in accordance with all applicable (whether national, federal, state, provincial or local) laws, laws and that the policy of sale, distribution and or exploitation by Licensee shall be of high standard xxxx- dard and at the best advantage of the Property and that the same shall in no manner reflect adversely upon the good name of VDI, or the Property.