LICENSEE'S REPRESENTATION. The Licensee represents to the Licensor and acknowledges that the Licensor relies upon this representation and would not have entered into this Agreement but for that representation, that, the construction, design and operation of the Licensee's Equipment includes back-up, redundant and "fail safe" features so that the risk of damage, malfunction or disruption of the Licensee's Equipment disrupting service to customers or other third parties utilizing that network and equipment (except for telecommunication services between (i) the customers of the Licensee or the customers of telecommunication service providers that lease local loops from the Licensee to serve customers within the Building and (ii) persons communicating with those customers) is minimized.
LICENSEE'S REPRESENTATION. The Licensee represents to the Licensor and acknowledges that the Licensor relies upon this representation and would not have entered into this Agreement but for that representation, that, the construction, design and operation of the Licensee's Equipment includes back-up, redundant and "fail safe" features so that the risk of damage, malfunction or disruption of the Licensee's Equipment disrupting service to customers or other third parties utilizing that network and equipment (except for telecommunication services between (i) the customers of the Licensee or the customers of telecommunication service providers that lease local loops from the Licensee to serve customers within the Building and (ii) persons communicating with those customers) is minimized. Force Majeure Without limiting or restricting the applicability of the law governing frustration of contracts, in the event either party fails to meet any of its obligations under this Agreement within the time prescribed, and such failure shall be caused, or materially contributed to, by force majeure, such failure shall be deemed not to be a breach of the obligations of such party under this Agreement, and the time for the performance of such obligation shall be extended accordingly as may be appropriate under the circumstances. For the purpose of this Agreement, force majeure shall include, but is not limited to: any acts of God, war, natural calamities, strikes, lockouts or other labour stoppages or disturbances, civil commotion or disruptions, riots, epidemics, acts of government or any competent authority having jurisdiction, or any other legitimate cause or event beyond the reasonable control of such party, and which, by the exercise of due diligence, such party could not have prevented, but lack of funds on the part of such party shall not be deemed to be a force majeure. Implied Waivers A waiver by the Licensor or the Licensee of any breach of the terms, covenants and conditions of this Agreement shall not be deemed to be a waiver of the term, covenant or condition or of any subsequent breach of it or any other term, covenant or condition. No term, covenant or condition of this Agreement is deemed to have been waived unless the waiver is in writing and signed by the Licensor or the Licensee, as the case may be.
LICENSEE'S REPRESENTATION. Licensee represents and warrants (a) that, as of the Effective Date, (i) it is not the subject of a voluntary or involuntary petition in bankruptcy or the equivalent thereof, (ii) it does not contemplate filing any voluntary petition in bankruptcy or the equivalent thereof, and (iii) it does not have reason to believe that an involuntary petition in bankruptcy or the equivalent thereof, will be filed against it in the foreseeable future; and (b) that Licensee shall use its reasonable best efforts to make sure all reports and information provided by Licensee to Licensor and, if applicable, to an auditor as per Section 5.5 have been and will be accurate, true and complete.
LICENSEE'S REPRESENTATION. (a)Licensee represents and warrants that it will not telecast any AudiovisualWork(s) beyond the term of the license granted herein and will not telecast any Audiovisual Work(s) in excess of the maximum number of showings authorized hereby. Licensee further agrees with respect to cash television series, that from and after such time as Licensee has telecast an aggregate number of showings of all episodes licensed hereunder equal to ninety percent (90%) of the maximum aggregate number of showings permitted hereunder, Licensee shall continue to telecast the episodes on a regular basis until the maximum aggregate number of showings has been completed, without interruption except for customary and normal preemptions, it being understood that in the event Licensee fails to comply with the foregoing obligation, Distributor shall have the right at its election to terminate the Agreement, with no adjustment in the fees payable to Distributor hereunder. Licensee further represents and warrants that, except as provided in Paragraphs 2 and 3 above, Licensee will not allow any Copy to leave its possession or to be duplicated.
LICENSEE'S REPRESENTATION. Licensee represents that all information provided or disclosed to Inventor under the terms of this Agreement or subsequent dealings in connection with the subject matter of this Agreement will be truthful and accurate.
LICENSEE'S REPRESENTATION. Licensee represents and warrants (a) that, as of the Effective Date, (i) it is not the subject of a voluntary or involuntary petition in bankruptcy or the equivalent thereof, (ii) it does not contemplate filing any voluntary petition, and (iii) it does not have reason to believe that an involuntary petition will be filed against it in the foreseeable future; and (b) that all reports and information provided to Licensor have been and will be accurate, true and complete
