Vulcan Sample Clauses
Vulcan. Vulcan hereby represents and warrants to HSAC as follows:
10.2.1 Vulcan is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and is duly qualified to do business as a foreign corporation in all jurisdictions in which it conducts its business.
10.2.2 Vulcan's execution, delivery, and performance of this Agreement and has been duly authorized by all requisite corporate action, and this Agreement constitutes a legally valid and binding obligation enforceable in accordance with its terms, subject to laws relating to bankruptcy and insolvency, and subject to a court's application of equitable principles.
10.2.3 Vulcan's execution, delivery, and performance of this Agreement will not violate, conflict with, or result in a breach or default under Vulcan's certificate of incorporation, bylaws, or other charter documents, or any judgment, award, decree, agreement, or other instrument to which Vulcan is a party.
10.2.4 No approval, authorization, consent, or order or filing with any court, or governmental or administrative agency or any third party is required in order for Vulcan to enter into, deliver, and perform this Agreement and the transactions contemplated herein.
10.2.5 Vulcan either owns or has properly licensed all rights under the Vulcan IP Rights necessary or required to provide the Vulcan Content and perform the other services to be performed by Vulcan hereunder, including, without limitation, all rights under relating to any equipment software, or Content that Vulcan will use or will provide in connection with the Vulcan Content and the other services to be performed by Vulcan hereunder. Vulcan's provision of the Vulcan Content and other services to be performed by Vulcan hereunder and under the Network Services Agreement or the Access Agreement will not violate or infringe any intellectual property laws or violate or infringe any IP Rights of third parties. Notwithstanding anything to contrary, no representation or warranty is made,
Vulcan. Vulcan owns and retains all right, title, and interest in and to the Vulcan IP Rights, including without limitation: (i) the Vulcan Content, (ii) the Vulcan Marks, and (iii) any Confidential Information and any hardware, software, materials, or other information provided by Vulcan to HSAC under this Agreement.
Vulcan. Verizon: Lease Supplement dated May 26, 2016 by and between H▇▇▇▇▇▇▇, LLC, as lessor, and Verizon Wireless Tennessee Partnership d/b/a Verizon Wireless, as lessee, made pursuant to that certain Master Lease Agreement by and between H▇▇▇▇▇▇▇, LLC, as lessor, and Cellco Partnership d/b/a Verizon Wireless, as lessee, dated February 28, 2002, as amended by that certain First Amendment to Master Lease Agreement dated February 24, 2003, as further amended by that certain Second Amendment to Master Lease Agreement dated June 9, 2023.
Vulcan and Charter shall at all times be and conduct themselves as independent contractors in respect of the Companies, and shall not, under any circumstances, create or purport to create any obligation on behalf of the Companies.