Common use of Vulcan Clause in Contracts

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,