Licensor Representations, Warranties and Covenants. Licensor hereby represents, warrants and covenants to Licensee as follows:
Licensor Representations, Warranties and Covenants. Licensor represents, warrants and covenants to Licensee as follows, as of the Effective Date:
Licensor Representations, Warranties and Covenants. Each Licensor represents, warrants, and covenants to Licensee that at all times during the Term:
Licensor Representations, Warranties and Covenants. In addition to the representations and warranties made by the Licensor above and elsewhere in this Agreement, the Licensor hereby represents, warrants, and covenants to POINT in regards to the extent of their obligations herein that:
Licensor Representations, Warranties and Covenants. Licensor hereby further represents, warrants and covenants to Licensee that Licensor has not granted as of the Effective Date and will not grant during the term of this Agreement rights to any third party under the Licensed Patents or other Business Licensed Intellectual Property that conflict with the rights granted to Licensee hereunder. In addition, Licensor shall (a) use commercially reasonable efforts to comply with all terms and conditions of the Licensed Intellectual Property Agreements (as defined in the Purchase Agreement) pursuant to which Licensor or its Affiliates was licensed, assigned or otherwise acquired from a third party rights in or to any Business Licensed Intellectual Property relating to the Licensee Field (collectively, the “In-License Agreements”), (b) not voluntarily terminate any of Licensor’s or its Affiliates’ rights or licenses under the In-License Agreements relating to any Licensed Patents or other Business Licensed Intellectual Property in the Licensee Field, (c) not amend the In-License Agreements in any way that would limit, modify or restrict Licensee’s rights and licenses hereunder or increase or modify Licensee’s obligations hereunder, or (d) not waive any rights under the In-License Agreements in a manner that would adversely affect the rights and licenses granted to or obligations undertaken by Licensee hereunder, except, in each case (a)-(d), with Licensee’s prior written consent.
Licensor Representations, Warranties and Covenants. LICENSOR hereby represents and warrants that it has the rights necessary to enter into this Agreement, to grant the authorizations and rights provided herein, and is authorized and has the power to derive revenue from the Programs in the manner and form provided in the Agreement, free and clear of any and all liens, claims and encumbrances. LICENSOR hereby agrees to allow MPLC to sub-license its rights hereunder to MPLC-affiliated copyright licensing agencies for inclusion in Public Performance Video Exhibition licences. LICENSOR hereby grants MPLC the right to protect its copyright in the programs subject to this Agreement and grants MPLC the authority to enforce its copyright claims as needed.
Licensor Representations, Warranties and Covenants. LICENSOR hereby represents and warrants that it has the rights necessary to enter into this Agreement, to grant the authorizations and rights provided herein, and is authorized and has the power to derive revenue from the Programs in the manner and form provided in the Agreement, free and clear of any and all liens, claims and encumbrances. LICENSOR hereby represents and warrants that none of the public performance rights in the Programs licensed to MPLC hereunder is, as of the date hereof, licensed to any third party, including without limitation to any television broadcast station, multichannel video programming distributor, or streaming service. LICENSOR also hereby agrees not to license the public performance rights in the Programs licensed to MPLC hereunder to any third party during the Term. LICENSOR hereby agrees to allow MPLC to sub-license its rights hereunder to MPLC-affiliated copyright licensing agencies for inclusion in Public Performance Video Exhibition licences. LICENSOR hereby grants MPLC the right to protect its copyright in the programs subject to this Agreement and grants MPLC the authority to enforce its copyright claims as needed.
Licensor Representations, Warranties and Covenants. (i) Licensor represents and warrants that: (i) Licensor either owns the entire right, title, and interest in and to the Licensed Intellectual Property and/or has the right to grant the license and other rights hereunder; (ii) to Licensor’s knowledge, use of the Licensed Intellectual Property permitted under this Agreement does not infringe any intellectual property rights of any other person or entity; and (iii) Licensor has not granted to any third party any licenses or other rights under the Licensed Intellectual Property that conflict with rights granted to Licensee under this Agreement (it being agreed and acknowledged among the Parties that the license granted to IIN as indicated and described in Schedule 7(b) and any other rights retained by Licensor or granted by Licensor outside of the Field of Use do not conflict with the rights granted to Licensee under this Agreement);
Licensor Representations, Warranties and Covenants a) Licensor represents and warrants to Company as of the Effective Date that:
Licensor Representations, Warranties and Covenants. Licensor represents, warrants and covenants that, as of the date of this Agreement and during the Contract Term, (a) it has the power, authority and authorization to execute and deliver this Agreement and to perform its obligations under it in all material respects; (b) it is the sole owner of the Trademarks and has all intellectual property rights necessary to grant the exclusive license to Licensee hereunder, and none of the Trademarks violates, infringes or misappropriates a third party’s intellectual property rights; (c) the execution and delivery of this Agreement by Licensor, and the performance by Licensor of its obligations hereunder, does not and shall not violate any agreement, limitations or restrictions to which it is a party or by which it is or will be otherwise bound and (d) it will not make or enter into any agreement with any third party that is inconsistent with any of the provisions of this Agreement. Licensor shall promptly provide Licensee with written notice if it learns that any of the foregoing representations, warranties or covenants are not true, and Licensee shall have the right to terminate this Agreement upon any material breach of any of the foregoing representation, warranties or covenants.
