Licensee’s Representations and Warranties. LICENSEE represents and warrants that:
(a) it is a duly organized and validly existing corporation and has full authority to enter into this Agreement and to carry out the provisions hereof,
(b) the execution, delivery and performance of this Agreement by LICENSEE does not conflict with any agreement or understanding to which LICENSEE may be bound, and
(c) excluding the Intellectual Property Rights, LICENSEE is either (i) the sole owner of all right, title and interest in and to the trademarks, copyrights and all other Proprietary Rights incorporated into the Game or the Artwork or used in the development, advertising, marketing and sale of the Licensed Products or the Marketing Materials, or (ii) the holder of such rights, including trademarks, copyrights and all other Proprietary Rights which belong to any third party but have been licensed from such third party by LICENSEE, as are necessary for incorporation into the Game or the Artwork or as are used in the development, advertising, marketing and sale of the Licensed Products or the Marketing Materials under this Agreement.
Licensee’s Representations and Warranties. LICENSEE represents and warrants that:
(a) it is a duly organized and validly existing corporation and has full authority to enter into this Agreement and to carry out the provisions hereof,
(b) the execution, delivery and performance of this Agreement by LICENSEE does not conflict with any agreement or understanding to which LICENSEE may be bound, and
(c) excluding the Intellectual Property Rights, LICENSEE is either (i) the sole owner of all right, title and interest in and to the trademarks, copyrights and other intellectual property rights used on or in association with the development, advertising, marketing and sale of the Licensed Products and the Marketing Materials, or (ii) the holder of such rights to the trademarks, copyrights and other intellectual property rights that have been licensed from a third party as are necessary for the development, advertising, marketing and sale of the Licensed Products and the Marketing Materials under this Agreement.
Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that:
Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that:
14.1 It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder.
14.2 The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action.
14.3 This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensee, enforceable against such party in accordance with the terms and conditions set forth in this Agreement.
14.4 Licensee has obtained and shall maintain all licenses and other approvals necessary to own and operate the Licensed Service in the Territory and otherwise exploit the rights granted hereunder.
14.5 Licensee shall be responsible for and pay the music performance rights and mechanical reproduction fees and royalties, if any, as set forth in Section 13.4 above.
14.6 No Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be transmitted or exhibited to any person other than a Customer within the Territory in the medium of Video-On-Demand (with respect to VOD Included Programs) or DHE (with respect to DHE Included Programs), or transmitted other than by Approved Transmission Means in an Approved Format to Approved Devices on the Licensed Service for a Personal Use, subject at all times to the Usage Rules.
14.7 Licensee shall not permit, and shall use commercially reasonable efforts to prevent, the reception of the Included Programs for anything other than Personal Uses.
14.8 Licensee shall comply with all laws and regulations applicable to the operation of the Licensed Service.
Licensee’s Representations and Warranties. Licensee represents and warrants to the Licensor as follows:
(i) The execution and delivery of this Agreement and the performance by Licensee of the transactions contemplated hereby have been duly authorized by all necessary corporate actions.
(ii) The performance by Licensee of any of the terms and conditions of this Agreement will not constitute a breach or violation of any other agreement or understanding, written or oral, to which it or its Affiliates is a party.
Licensee’s Representations and Warranties. Licensee represents and warrants that:
(a) The Licensee has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and the Certificate of Designation and to otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement and the Certificate of Designation and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Licensee and no further action is required by the Licensee, the Licensee’s Board of Directors or the Licensee’s stockholders in connection herewith or therewith. This Agreement and the Certificate of Designation has been (or upon delivery will have been) duly executed by the Licensee and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Licensee enforceable against the Licensee in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b) The Preferred Stock is duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Licensee other than restrictions on transfer provided for in this Agreement. The Conversion Share, when issued in accordance with the terms of the Certificate of Designation, will be validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Licensee other than restrictions on transfer provided for in this Agreement. The Licensee has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of all of the Conversion Shares.
Licensee’s Representations and Warranties. Licensee hereby represents, warrants and covenants to Licensor that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensee, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; Licensee has obtained and shall maintain all licenses and other approvals necessary to own and operate the Licensed Services and otherwise exploit the rights granted hereunder; Licensee shall comply with all applicable international, federal, state and local laws relating to its exploitation of the rights granted hereunder; Licensee shall be responsible for and pay the music performance rights and/or mechanical reproduction fees and royalties, if any, as set forth in Section 11.4 above; Licensee shall not permit, and shall take all precautions to prevent, the reception of the Included Programs other than in an Aircraft that is authorized to receive exhibitions of Included Programs or as otherwise expressly permitted hereunder; The Licensed Services do not infringe any third party intellectual property rights; and No Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement.
Licensee’s Representations and Warranties. The Licensee represents and warrants to the District that the Licensee:
(a) has the power and capacity to enter into and carry out the obligations under this Agreement; and
(b) has completed all necessary resolutions and other preconditions to the validity of this Agreement.
Licensee’s Representations and Warranties. The following is added as Sections 14.7 and 14.8 to the Original Agreement:
Licensee’s Representations and Warranties. LICENSEE makes the following representations and warranties to LICENSOR:
