Common use of WARRANTIES AND UNDERTAKINGS Clause in Contracts

WARRANTIES AND UNDERTAKINGS. The Service Provider warrants to the Client that: it is validly existing under the laws of Ireland; the execution and delivery of this Agreement, and the performance by the Service Provider of its obligations under it, will not: result in a breach of, or constitute a default under, any instrument to which it is a party or by which they are bound; or result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which they are a party or by which they are bound; or require the consent of any other person; it has the requisite power and authority to enter into and perform this Agreement; and The System shall be designed, installed, tested and operated with the degree of skill and care reasonably expected by the broadcast service industry standards prevailing at the time the relevant service is being performed. The Service Provider agrees that: unless otherwise agreed in writing by the Client, the Service Provider shall not, save where expressly required to do by any Competent Authority, interrupt, alter, add to, delete, edit, overlay, frame or shrink any part of the Content; and insofar as the Client may be under an obligation to provide reports to the Competent Authority concerning its performance, provide the Client (at the Client’s cost and expense) with reasonable assistance and information required to enable the Client to prepare such reports. The Client warrants and represents to the Service Provider that: it is a company duly incorporated and validly existing under the laws of Ireland; the execution and delivery of this Agreement, and the performance by it of its obligations under it, will not: result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound; or result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound; or require the consent of its shareholders or of any other person. it is not engaged in any litigation or arbitration proceedings which might have an effect upon its capacity or ability to perform its obligations under this Agreement and no such legal or arbitration proceedings are threatened; it has the requisite power and authority to enter into and perform this Agreement; this Agreement constitutes and imposes valid legal and binding obligations on it fully enforceable in accordance with its terms; the Client has obtained all necessary licences, authorities, permissions, consents and approvals in respect of the Client Programme Content and such licences, authorities, permissions, consents, and approvals are and will be valid and subsisting for the duration of this Agreement; the Client has in place the financial security as specified in Appendix B, if any; and the broadcasting of the Content by the Service Provider will not result in an infringement of any third party’s Intellectual Property Rights. The Client and the Service Provider undertake that: each of them shall promptly provide the other with all information the other Party reasonably requires from time to time to facilitate the proper and timely discharge of that other Party’s obligations under this Agreement; and each of the Client and the Service Provider shall maintain a dialogue with respect to the Services and potential provision of augmentations, improvements or additions to such Services on such terms as may be agreed.

WARRANTIES AND UNDERTAKINGS. 6.1 The Service Provider warrants to the Client that: : (a) it is validly existing under the laws of Ireland; ; (b) the execution and delivery of this Agreement, and the performance by the Service Provider of its obligations under it, will not: : (i) result in a breach of, or constitute a default under, any instrument to which it is a party or by which they are bound; or or (ii) result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which they are a party or by which they are bound; or or (iii) require the consent of any other person; ; (c) it has the requisite power and authority to enter into and perform this Agreement; and and (d) The System shall be designed, installed, tested and operated with the degree of skill and care reasonably expected by the broadcast service industry standards prevailing at the time the relevant service is being performed. . 6.2 The Service Provider agrees that: : (a) unless otherwise agreed in writing by the Client, the Service Provider shall not, save where expressly required to do by any Competent Authority, interrupt, alter, add to, delete, edit, overlay, frame or shrink any part of the Content; and and (b) insofar as the Client may be under an obligation to provide reports to the Competent Authority concerning its performance, provide the Client (at the Client’s cost and expense) with reasonable assistance and information required to enable the Client to prepare such reports. . 6.3 The Client warrants and represents to the Service Provider that: : (a) it is a company duly incorporated and validly existing under the laws of Ireland; ; (b) the execution and delivery of this Agreement, and the performance by it of its obligations under it, will not: : (i) result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound; or or (ii) result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound; or or (iii) require the consent of its shareholders or of any other person. . (c) it is not engaged in any litigation or arbitration proceedings which might have an effect upon its capacity or ability to perform its obligations under this Agreement and no such legal or arbitration proceedings are threatened; ; (d) it has the requisite power and authority to enter into and perform this Agreement; ; (e) this Agreement constitutes and imposes valid legal and binding obligations on it fully enforceable in accordance with its terms; ; (f) the Client has obtained all necessary licences, authorities, permissions, consents and approvals in respect of the Client Programme Content and such licences, authorities, permissions, consents, and approvals are and will be valid and subsisting for the duration of this Agreement; ; (g) the Client has in place the financial security as specified Security in Appendix B, if anya form satisfactory to the Service Provider; and and (h) the broadcasting of the Content by the Service Provider will not result in an infringement of any third party’s Intellectual Property Rights. . 6.4 The Client and the Service Provider undertake that: : (a) each of them shall promptly provide the other with all information the other Party reasonably requires from time to time to facilitate the proper and timely discharge of that other Party’s obligations under this Agreement; and and (b) each of the Client and the Service Provider shall maintain a dialogue with respect to the Services and potential provision of augmentations, improvements or additions to such Services on such terms as may be agreed.

WARRANTIES AND UNDERTAKINGS. 6.1 The Service Provider warrants to the Client that: : (a) it is validly existing under the laws of Ireland; ; (b) the execution and delivery of this Agreement, and the performance by the Service Provider of its obligations under it, will not: : (i) result in a breach of, or constitute a default under, any instrument to which it is a party or by which they are bound; or or (ii) result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which they are a party or by which they are bound; or or (iii) require the consent of any other person; ; (c) it has the requisite power and authority to enter into and perform this Agreement; and and (d) The System shall be designed, installed, tested and operated with the degree of skill and care reasonably expected by the broadcast service industry standards prevailing at the time the relevant service is being performed. . 6.2 The Service Provider agrees that: : (a) unless otherwise agreed in writing by the Client, the Service Provider shall not, save where expressly required to do by any Competent Authority, interrupt, alter, add to, delete, edit, overlay, frame or shrink any part of the Content; and and (b) insofar as the Client may be under an obligation to provide reports to the Competent Authority concerning its performance, provide the Client (at the Client’s cost and expense) with reasonable assistance and information required to enable the Client to prepare such reports. . 6.3 The Client warrants and represents to the Service Provider that: : (a) it is a company duly incorporated and validly existing under the laws of Ireland; ; (b) the execution and delivery of this Agreement, and the performance by it of its obligations under it, will not: : (i) result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound; or or (ii) result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound; or or (iii) require the consent of its shareholders or of any other person. . (c) it is not engaged in any litigation or arbitration proceedings which might have an effect upon its capacity or ability to perform its obligations under this Agreement and no such legal or arbitration proceedings are threatened; ; (d) it has the requisite power and authority to enter into and perform this Agreement; ; (e) this Agreement constitutes and imposes valid legal and binding obligations on it fully enforceable in accordance with its terms; ; (f) the Client has obtained all necessary licences, authorities, permissions, consents and approvals in respect of the Client Programme Content and such licences, authorities, permissions, consents, and approvals are and will be valid and subsisting for the duration of this Agreement; ; (g) the Client has in place the financial security as specified in Appendix B, if any; and and (h) the broadcasting of the Content by the Service Provider will not result in an infringement of any third party’s Intellectual Property Rights. . 6.4 The Client and the Service Provider undertake that: : (a) each of them shall promptly provide the other with all information the other Party reasonably requires from time to time to facilitate the proper and timely discharge of that other Party’s obligations under this Agreement; and and (b) each of the Client and the Service Provider shall maintain a dialogue with respect to the Services and potential provision of augmentations, improvements or additions to such Services on such terms as may be agreed.

WARRANTIES AND UNDERTAKINGS. 6.1 The Service Provider warrants to the Client that: : (a) it is validly existing under the laws of Ireland; ; (b) the execution and delivery of this Agreement, and the performance by the Service Provider of its obligations under it, will not: : (i) result in a breach of, or constitute a default under, any instrument to which it is a party or by which they are bound; or or (ii) result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which they are a party or by which they are bound; or or (iii) require the consent of any other person; ; (c) it has the requisite power and authority to enter into and perform this Agreement; and and (d) The System shall be designed, installed, tested and operated with the degree of skill and care reasonably expected by the broadcast service industry standards prevailing at the time the relevant service is being performed. . 6.2 The Service Provider agrees that: : (a) unless otherwise agreed in writing by the Client, the Service Provider shall not, save where expressly required to do by any Competent Authority, interrupt, alter, add to, delete, edit, overlay, frame or shrink any part of the Content; and and (b) insofar as the Client may be under an obligation to provide reports to the Competent Authority concerning its performance, provide the Client (at the Client’s Client‟s cost and expense) with reasonable assistance and information required to enable the Client to prepare such reports. . 6.3 The Client warrants and represents to the Service Provider that: : (a) it is a company duly incorporated and validly existing under the laws of Ireland; ; (b) the execution and delivery of this Agreement, and the performance by it of its obligations under it, will not: : (i) result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound; or or (ii) result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound; or or (iii) require the consent of its shareholders or of any other person. . (c) it is not engaged in any litigation or arbitration proceedings which might have an effect upon its capacity or ability to perform its obligations under this Agreement and no such legal or arbitration proceedings are threatened; ; (d) it has the requisite power and authority to enter into and perform this Agreement; ; (e) this Agreement constitutes and imposes valid legal and binding obligations on it fully enforceable in accordance with its terms; ; (f) the Client has obtained all necessary licences, authorities, permissions, consents and approvals in respect of the Client Programme Content and such licences, authorities, permissions, consents, and approvals are and will be valid and subsisting for the duration of this Agreement; ; (g) the Client has in place the financial security as specified in Appendix B, if any; and and (h) the broadcasting of the Content by the Service Provider will not result in an infringement of any third party’s party‟s Intellectual Property Rights. . 6.4 The Client and the Service Provider undertake that: : (a) each of them shall promptly provide the other with all information the other Party reasonably requires from time to time to facilitate the proper and timely discharge of that other Party’s Party‟s obligations under this Agreement; and and (b) each of the Client and the Service Provider shall maintain a dialogue with respect to the Services and potential provision of augmentations, improvements or additions to such Services on such terms as may be agreed.

WARRANTIES AND UNDERTAKINGS. 6.1 The Service Provider warrants to the Client that: : (a) it is validly existing under the laws of Ireland; the execution and delivery of this Agreement, and the performance by the Service Provider of its obligations under it, will not: ; (i) result in a breach of, or constitute a default under, any instrument to which it is a party or by which they are bound; or or (ii) result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which they are a party or by which they are bound; or or (iii) require the consent of any other person; ; (c) it has the requisite power and authority to enter into and perform this Agreement; and and (d) The System shall be designed, installed, tested and operated with the degree of skill and care reasonably expected by the broadcast service industry standards prevailing at the time the relevant service is being performed. . 6.2 The Service Provider agrees that: : (a) unless otherwise agreed in writing by the Client, the Service Provider shall not, save where expressly required to do by any Competent Authority, interrupt, alter, add to, delete, edit, overlay, frame or shrink any part of the Content; and and (b) insofar as the Client may be under an obligation to provide reports to the Competent Authority concerning its performance, provide the Client (at the Client’s cost and expense) with reasonable assistance and information required to enable the Client to prepare such reports. . 6.3 The Client warrants and represents to the Service Provider that: : (a) it is a company duly incorporated and validly existing under the laws of Ireland; ; (b) the execution and delivery of this Agreement, and the performance by it of its obligations under it, will not: : (i) result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound; or or (ii) result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound; or or (iii) require the consent of its shareholders or of any other person. . (c) it is not engaged in any litigation or arbitration proceedings which might have an effect upon its capacity or ability to perform its obligations under this Agreement and no such legal or arbitration proceedings are threatened; ; (d) it has the requisite power and authority to enter into and perform this Agreement; ; (e) this Agreement constitutes and imposes valid legal and binding obligations on it fully enforceable in accordance with its terms; ; (f) the Client has obtained all necessary licences, authorities, permissions, consents and approvals in respect of the Client Programme Content and such licences, authorities, permissions, consents, and approvals are and will be valid and subsisting for the duration of this Agreement; ; (g) the Client has in place the financial security as specified Security in Appendix B, if anya form satisfactory to the Service Provider; and and (h) the broadcasting of the Content by the Service Provider will not result in an infringement of any third party’s Intellectual Property Rights. . 6.4 The Client and the Service Provider undertake that: : (a) each of them shall promptly provide the other with all information the other Party reasonably requires from time to time to facilitate the proper and timely discharge of that other Party’s obligations under this Agreement; and and (b) each of the Client and the Service Provider shall maintain a dialogue with respect to the Services and potential provision of augmentations, improvements or additions to such Services on such terms as may be agreed.

WARRANTIES AND UNDERTAKINGS. 6.1 The Service Provider warrants to the Client that: : (a) it is validly existing under the laws of Ireland; ; (b) the execution and delivery of this Agreement, and the performance by the Service Provider of its obligations under it, will not: : (i) result in a breach of, or constitute a default under, any instrument to which it is a party or by which they are bound; or or (ii) result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which they are a party or by which they are bound; or or (iii) require the consent of any other person; ; (c) it has the requisite power and authority to enter into and perform this Agreement; and and (d) The System shall be designed, installed, tested and operated with the degree of skill and care reasonably expected by the broadcast service industry standards prevailing at the time the relevant service is being performed. . 6.2 The Service Provider agrees that: : (a) unless otherwise agreed in writing by the Client, the Service Provider shall not, save where expressly required to do by any Competent Authority, interrupt, alter, add to, delete, edit, overlay, frame or shrink any part of the Content; and and (b) insofar as the Client may be under an obligation to provide reports to the Competent Authority concerning its performance, provide the Client (at the Client’s cost and expense) with reasonable assistance and information required to enable the Client to prepare such reports. . 6.3 The Client warrants and represents to the Service Provider that: : (a) it is a company duly incorporated and validly existing under the laws of Ireland; ; (b) the execution and delivery of this Agreement, and the performance by it of its obligations under it, will not: : (i) result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound; or or (ii) result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound; or or (iii) require the consent of its shareholders or of any other person. . (c) it is not engaged in any litigation or arbitration proceedings which might have an effect upon its capacity or ability to perform its obligations under this Agreement and no such legal or arbitration proceedings are threatened; ; (d) it has the requisite power and authority to enter into and perform this Agreement; Agreement;‌ (e) this Agreement constitutes and imposes valid legal and binding obligations on it fully enforceable in accordance with its terms; ; (f) the Client has obtained all necessary licences, authorities, permissions, consents and approvals in respect of the Client Programme Content and such licences, authorities, permissions, consents, and approvals are and will be valid and subsisting for the duration of this Agreement; ; (g) the Client has in place the financial security as specified in Appendix B, if any; and and (h) the broadcasting of the Content by the Service Provider will not result in an infringement of any third party’s Intellectual Property Rights. . 6.4 The Client and the Service Provider undertake that: : (a) each of them shall promptly provide the other with all information the other Party reasonably requires from time to time to facilitate the proper and timely discharge of that other Party’s obligations under this Agreement; and and (b) each of the Client and the Service Provider shall maintain a dialogue with respect to the Services and potential provision of augmentations, improvements or additions to such Services on such terms as may be agreed.