Licensor’s Representations and Warranties. Licensor hereby represents and warrants to Licensee 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 Licensor 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 Licensor, 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; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.
Licensor’s Representations and Warranties. Licensor represents and warrants that:
(a) The patents and patent applications identified on Schedule A are accurately described and are all the patents and patent applications currently owned by Licensor or its Affiliates that are necessary or useful for Licensor to make, use, offer to sell, sell, and import the Licensed Products in the Field of Use in the Territory;
(b) it and its Affiliates are the sole and exclusive owners of the entire right, title, and interest in and to the Licensed Patents in the Field of Use in the Territory, as evidenced by the assignment agreements attached hereto as Exhibit 2;
(c) it has, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder;
(d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto;
(e) Licensor will comply with all terms of the UMB Agreement to preserve its rights in the Option;
(f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB Agreement.
(g) Licensor understands that the Preferred Stock and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state secur...
Licensor’s Representations and Warranties. Licensor represents and warrants to Licensee that:
(a) It has the full right, power and authority to grant the rights herein granted to Licensee, including without limitation the right to license the Trademarks in accordance with this Agreement; and
(b) Neither Licensor nor any Affiliate of Licensor has granted any third party a license to use during the Term the Trademarks in violation of Licensee’s exclusive rights hereunder, and no such other license shall be granted to any other party during the Term.
Licensor’s Representations and Warranties. Licensor hereby represents and warrants to Licensee that:
Licensor’s Representations and Warranties. Licensor hereby represents and warrants to Licensee that (a) Licensor 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, (b) the execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action and (c) this Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement.
Licensor’s Representations and Warranties. Licensor hereby represents, warrants and covenants to the Licensee that, as of the Effective Date:
11.1 Licensor has not assigned, sold, hypothecated, encumbered or otherwise disposed of any of its rights to the Properties except pursuant to this Agreement.
11.2 Licensor has full authority, capacity and power to execute and deliver this Agreement, to grant the License to the Licensee, and to perform under this Agreement. This Agreement has been duly executed by Licensor and is a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms.
11.3 To Licensor’s knowledge, Licensor owns the copyright and proprietary rights to the Properties, free and clear of lien, claim or encumbrances, and neither the Properties, this Agreement nor the License has or will infringe on any third party’s copyright, proprietary right, trade secret, patent, or other right or property.
Licensor’s Representations and Warranties. Licensor represents and warrants that it has the full legal authority, power, and right to enter into this Agreement and to grant Licensee and Licensee Affiliates the rights, privileges, and releases set forth herein.
Licensor’s Representations and Warranties. The licensor hereby makes the following representations and warranties to the licensee by the agreement day and the delivery day:
3.1 The licensor is a company officially established in accordance with China law and exists.
3.2 The licensor owns all necessary company legal person capacity and authorization, without needing any consent or approval of any governmental agency as to sign and deliver the agreement, perform its obligation under the agreement and complete the transaction planned in the agreement. The licensor has officially and effectively signed and delivered the agreement, and the agreement forms the licensor’s legal, effective and obligation with binding force and can be enforced in accordance with its articles.
3.3 The licensor signs and delivers the agreement, completes the transaction planned in the agreement and obeys the stipulation of the agreement, and shall not violate the stipulations at present and in the future: (a) violate the current constitution of the licensor, or confront with it; (b) violate any law that is applicable to the licensor or any of its assets, property or business, or confront with it; (c) form contract violation of any document, contract, obligation or under the agreement with the licensor as one party, or the licensor or its assets may be bound by it or influenced; or (d) cause setting any burden on any property or assets of the licensor.
3.4 The licensor is the only owner that owns and monopolizes all licensed trademarks, and owns effective right to use, sell, transfer and deliver all licensed trademarks, and does not carry any burden or obligation to other party.
3.5 All licensed trademarks shall be valid and exists, and has never been waived, and all necessary registration fee maintenance fee and extended exhibition fee relating to it has been paid. The licensor or its affiliated company, employees, management personnel or director have all not taken or fail to take any action to be enough to cause any licensed trademark to be invalid, unenforceable or unable to exist.
3.6 The licensed trademarks are controlled in any way to limit the use, transfer or license of the licensed trademark or my influence the effectiveness and use of any licensed trademark, or any law procedure of enforceability, pending government order, reconciliation agreement or stipulation.
3.7 Use of the licensed trademarks has not and shall not cause infringement on any trademark right of any third party, or form unauthorized use, illegal us...
Licensor’s Representations and Warranties. Licensor represents and warrants, to Licensor’s knowledge (without any duty of inquiry) as of the Effective Date, that:
12.2.1 The Licensor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Licensor has the requisite power and authority to execute and deliver this Agreement and the other agreements contemplated hereby to which it is a party and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the other agreements contemplated hereby to which the Licensor is a party and the performance and consummation of the transactions contemplated herein by the Licensor have been duly authorized by all necessary action on the part of the Licensor. This Agreement and the other agreements contemplated hereby to which the Licensor is a party have been duly executed and delivered by the Licensor and, subject to the due authorization, execution and delivery of such agreements by the other parties thereto, this Agreement and such other agreements contemplated hereby constitute valid and binding obligations of the Licensor, enforceable against the Licensor in accordance with their respective terms, except as such enforcement may be affected by bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor’s rights generally and except for general principles of equity.
12.2.2 The execution and delivery of this Agreement and the other agreements contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with, or result in any violation or breach of any provision of the organizational documents of the Licensor, (ii) conflict with or violate any Applicable Laws of any Governmental Authorities applicable to the Licensor or any of its assets or operations or any permit applicable to the Licensor or (iii) result in (x) any violation or breach of, constitute (with or without notice or lapse of time or both) a default under or conflict with (or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation or loss of any benefit under) the provisions of any lease, contract or other agreement to which the Licensor is a party or by which it or any of its properties or assets is otherwise bound or (y) the imposition of any lien, pledge, hypothecation, mortgage, security interest, claim, lease, charge, option, right of first refusal or first offer...
Licensor’s Representations and Warranties. Each Licensor represents and warrants to the applicable Licensee that, to the knowledge of such Licensor: (a) such Licensor has the full right, power and authority to grant the rights herein granted to the applicable Licensee for use of the Licensed IP owned by such Licensor, including the right to license such Licensed IP to the applicable Licensee in accordance with this Agreement, and by doing so does not violate any agreement between such Licensor and a third party, or violate, infringe or misappropriate any Intellectual Property rights or other rights of a third party; and (b) the applicable Licensee’s use of the applicable Licensed IP owned by such Licensor, in accordance with the terms and conditions set forth in this Agreement and the applicable License, shall not violate, infringe or misappropriate the Intellectual Property rights or other rights (including any contractual rights) of any third party.
