Common use of WARRANTIES & REPRESENTATIONS Clause in Contracts

WARRANTIES & REPRESENTATIONS. 8.1 Licensor represents and warrants that: (i) it has full power and authority to enter into and fully perform this Agreement; (ii) it owns the Licensed Intellectual Property and has sufficient right and authority to grant to Licensee all licenses and rights granted by Licensor hereunder; (iii) to Licensor's knowledge, the Licensed Intellectual Property and the use thereof as permitted pursuant to this Agreement does not and will not violate any law or infringe upon or violate any rights of any Person; (iv) the execution, delivery and performance by Licensor of this Agreement will not conflict with, result in a breach or termination of, or constitute a default under any lease, agreement, commitment or other instrument to which Licensor is a party; and (v) this Agreement constitutes the valid and binding obligations of Licensor enforceable against it in accordance with its terms. 8.2 Licensee represents and warrants that: (i) it has full power and authority to enter into and fully perform this Agreement; (ii) this Agreement constitutes the valid and binding obligations of Licensee enforceable against it in accordance with its terms; (iii) the Internet Site and any content developed or furnished by Licensee hereunder in connection with its Internet Site and the use thereof, to Licensee's knowledge, will not infringe upon or violate any rights of any Person; and (iv) Licensee will use its best efforts to ensure that its Internet Site will be advertised, transmitted and licensed in compliance with all applicable federal, state, local and foreign laws and in a manner that will not reflect adversely on Licensor.

WARRANTIES & REPRESENTATIONS. 8.1 Licensor represents and warrants that: (i) it has full power and authority to enter into and fully perform this Agreement; (ii) it owns the Licensed Intellectual Property and has sufficient right and authority to grant to Licensee all licenses and rights granted by Licensor hereunder; (iii) to Licensor's ’s knowledge, the Licensed Intellectual Property and the use thereof as permitted pursuant to this Agreement does not and will not violate any law or infringe upon or violate any rights of any Person; (iv) the execution, delivery and performance by Licensor of this Agreement will not conflict with, result in a breach or termination of, or constitute a default under any lease, agreement, commitment or other instrument to which Licensor is a party; and (v) this Agreement constitutes the valid and binding obligations of Licensor enforceable against it in accordance with its terms. 8.2 Licensee represents and warrants that: (i) it has full power and authority to enter into and fully perform this Agreement; (ii) this Agreement constitutes the valid and binding obligations of Licensee enforceable against it in accordance with its terms; (iii) the Internet Site and any content developed or furnished by Licensee hereunder in connection with its Internet Site and the use thereof, to Licensee's ’s knowledge, will not infringe upon or violate any rights of any Person; and (iv) Licensee will use its best efforts to ensure that its Internet Site will be advertised, transmitted and licensed in compliance with all applicable federal, state, local and foreign laws and in a manner that will not reflect adversely on Licensor.

WARRANTIES & REPRESENTATIONS. 8.1 9.1 Each Licensor represents and warrants that: (i) it has full power and authority to enter into and fully perform this Agreement; (ii) it either owns or has a valid license to use the Licensed Intellectual Property Marks and Related Content licensed by it hereunder and has sufficient right and authority to grant to Licensee all licenses and rights granted by such Licensor hereunder; (iii) to Licensor's knowledge, the Licensed Intellectual Property Marks and Related Content licensed by it hereunder and the use thereof as permitted pursuant to this Agreement does not and will not violate any law or infringe upon or violate any rights of any Person; (iv) the execution, delivery and performance by such Licensor of this Agreement will not conflict with, or result in a breach or termination of, of or constitute a default under under, any lease, agreement, commitment or other instrument to which such Licensor is a party; and (v) this Agreement constitutes the valid and binding obligations of such Licensor enforceable against it in accordance with its terms. 8.2 9.2 Licensee represents and warrants that: (i) it owns or controls all right, title, and interest in and to the iTurf Network and all Intellectual Property Rights therein, necessary to carry out its obligations hereunder; (ii) it is has the full power and authority to enter into and fully perform this Agreement; (iiiii) this Agreement constitutes the valid and binding obligations of Licensee enforceable against it in accordance with its terms; (iiiiv) the Internet Site iTurf Network, any iTurf Network content and any content developed or furnished by Licensee hereunder in connection with its Internet Site and the use thereof, to Licensee's knowledge, thereof will not infringe upon or violate any rights of any Person; and (ivv) Licensee will use its best efforts to ensure that its Internet Site the iTurf Network will be advertised, distributed, transmitted and licensed in compliance with all applicable federal, state, local and foreign laws and in a manner that will not reflect adversely on any Licensor.