Licensor’s Representations and Warranties. Licensor represents and warrants to Licensee that:
Licensor’s Representations and Warranties. Licensor hereby represents and warrants to Licensee that:
Licensor’s Representations and Warranties. Licensor represents and warrants that:
Licensor’s Representations and Warranties. Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.
Licensor’s Representations and Warranties. Licensor hereby represents, warrants and covenants to the Licensee that, as of the Effective Date:
Licensor’s Representations and Warranties. Licensor represents and warrants that it has the full legal authority, power, and right to enter into this Agreement and to grant Licensee and Licensee Affiliates the rights, privileges, and releases set forth herein.
Licensor’s Representations and Warranties. Licensor represents and warrants that
Licensor’s Representations and Warranties. Licensor represents and warrants that: (a) Licensor owns and/or controls the rights granted to Licensee in this Agreement and Licensor has the right to grant such rights and to enter into this Agreement; (b) to the best of its knowledge the Licensed IP does not infringe upon or violate (i) any copyright, patent, trademark, or other proprietary right of a third party or (ii) any applicable law, regulation, or non-proprietary right of a third party; and (c) Licensor has no knowledge of any claim which, if sustained, would be contrary to Licensor’s warranties, representations, and obligations contained in this Agreement.
Licensor’s Representations and Warranties. Each Licensor represents and warrants to the applicable Licensee that, to the knowledge of such Licensor: (a) such Licensor has the full right, power and authority to grant the rights herein granted to the applicable Licensee for use of the Licensed IP owned by such Licensor, including the right to license such Licensed IP to the applicable Licensee in accordance with this Agreement, and by doing so does not violate any agreement between such Licensor and a third party, or violate, infringe or misappropriate any Intellectual Property rights or other rights of a third party; and (b) the applicable Licensee’s use of the applicable Licensed IP owned by such Licensor, in accordance with the terms and conditions set forth in this Agreement and the applicable License, shall not violate, infringe or misappropriate the Intellectual Property rights or other rights (including any contractual rights) of any third party.
Licensor’s Representations and Warranties. (a) Licensor represents and warrants to Licensee that (i) on the Closing Date, Licensor has the exclusive authority to grant the license contemplated hereunder and enforce the Licensed IP, and (ii) if Licensor grants to Licensee a license in patents after the Closing Date, Licensor will own legal title to such licensed patents on the date of such license grant.
