Common use of By Agent Clause in Contracts

By Agent. As a condition precedent to any right or license granted herein, Agent represents and warrants that (i) if Agent is an entity, it is duly organized and validly existing under the laws of its jurisdiction of organization and has full power and authority to enter into this Agreement and to carry out its obligations hereunder, and (ii) the execution of this Agreement has been duly authorized by all necessary corporate or other action and this Agreement is a legal and valid obligation binding upon Agent, enforceable against Agent in accordance with its terms, and (iii) Agent has obtained and holds all licenses, permits and approvals of all governmental authorities necessary or appropriate to perform its obligations under this Agreement, operate its business, and to use the Product, and will continue to do so throughout the Term, and (iv) neither the execution, delivery and performance of this Agreement, nor Agent’s use of the Product will conflict with, violate or result in a breach (with or without the lapse of time, the giving of notice or both) of any agreement, instrument or understanding, oral or written, to which such Agent is a signatory or by which it may be bound, and (v) it has not been and is not currently a party to any lawsuits, actions, proceedings, arbitrations, mediations, claims, orders or investigations by or before any governmental authority, arbitrator, mediator or any other third party that would materially adversely affect performance of its obligations under the Agreement (“Action”), and (vi) it has no knowledge of circumstances that exist that could reasonably be expected to give rise to any such Action and it has no knowledge that such Action has been threatened in writing or orally within the one hundred twenty (120) days preceding the execution of this Agreement, and (vii) it has no knowledge that there are any outstanding orders, judgments or decrees binding upon or relating to such Party that would materially adversely affect its performance of its obligation under the Agreement, and (viii) all materials and data provided by Agent do not infringe any United States patent, copyright, trademark, service mark or other Intellectual Property right of any third party, and (ix) Agent is now in compliance with and during the Term of this Agreement shall continue to remain in compliance with all applicable U.S. and foreign laws and regulations, and (x) if Agent is the End User of the Product, Agent shall execute and deliver to AgencyZOOM an AgencyZOOM End User License Agreement substantially in the form as AgencyZOOM may later designate, and (xi) if Agent is not the End User of any Product subscribed to, licensed, or otherwise purchased under this Agreement, Agent shall ensure each End User of such Product executes and delivers to AgencyZOOM an AgencyZOOM End User License Agreement substantially in the form as AgencyZOOM may later designate. For the avoidance of doubt, AgencyZOOM reserves the right in its sole discretion to approve any authorized End User.

By Agent. As a condition precedent to any right or license granted herein, Agent represents and warrants that (i) if Agent is an entity, it is duly organized and validly existing under the laws of its jurisdiction of organization and has full power and authority to enter into this Agreement and to carry out its obligations hereunder, and (ii) the execution of this Agreement has been duly authorized by all necessary corporate or other action and this Agreement is a legal and valid obligation binding upon Agent, enforceable against Agent in accordance with its terms, and (iii) Agent has obtained and holds all licenses, permits and approvals of all governmental authorities necessary or appropriate to perform its obligations under this Agreement, operate its business, and to use the Product, and will continue to do so throughout the Term, and (iv) neither the execution, delivery and performance of this Agreement, nor Agent’s 's use of the Product will conflict with, violate or result in a breach (with or without the lapse of time, the giving of notice or both) of any agreement, instrument or understanding, oral or written, to which such Agent is a signatory party or by which it may be bound, and (v) it Agent has not been and is not currently a party to any lawsuits, actions, proceedings, arbitrations, mediations, claims, orders or investigations by or before any governmental authority, arbitrator, mediator or any other third party that would materially adversely affect performance of its obligations under the Agreement (“Action”)Agreement, and (vi) it has no knowledge of circumstances that exist that could reasonably be expected to give rise to any such Action and it has no knowledge that such Action has been threatened in writing or orally within the one hundred twenty (120) days preceding the execution of this Agreement, and (vii) it has no knowledge that there are any outstanding orders, judgments or decrees binding upon or relating to such Party that would materially adversely affect its performance of its obligation under the Agreement, and (viii) all materials and data provided by Agent do not infringe any United States patent, copyright, trademark, service mark ▇▇▇▇ or other Intellectual Property right of any third party, and (ixvii) Agent is now in compliance with and during the Term of this Agreement shall continue to remain in compliance with all applicable U.S. and foreign laws and regulations, and (xviii) if Agent is the End User of the Product, Agent shall execute and deliver to AgencyZOOM an AgencyZOOM End User License Agreement substantially in the form as AgencyZOOM may later designate, and (xiix) if Agent is not the End User of any Product subscribed to, licensed, or otherwise purchased under this AgreementProduct, Agent shall ensure each End User of such Product executes and delivers to AgencyZOOM an AgencyZOOM End User License Agreement substantially in the form as AgencyZOOM may later designate. For the avoidance of doubt, AgencyZOOM reserves the right in its sole discretion to approve or deny access to the Product for any authorized End User.