Common use of Licensor’s Representations and Warranties Clause in Contracts

Licensor’s Representations and Warranties. Licensor represents and warrants: (a) The execution and delivery of this agreement and the performance by Licensor of the transactions contemplated hereby, hove been duly authorized by all appropriate corporate action; (b) The grant of the rights and license hereby granted does not and will not constitute a breach or violation of any other agreement or understanding, written or oral, to which it is a party; (c) Licensor is the sole owner of the Licensed Trademark, free of any liens and encumbrances; the Licensed Trademark is valid and in force in the Original Countries and will be in any Amendment Country upon execution of the related amendment; the use by Licensee of the Licensed Trademark as contemplated in this agreement will not infringe upon or violate the rights of any other person, firm or corporation. (d) There are no proceedings, claims or actions pending or, to the knowledge of Licensor, threatened, relating to the Licensed Trademark; (e) Licensor is not itself presently manufacturing in the Territory or having manufactured on its behalf by any third party any cosmetic product bearing the Licensed Trademark; (f) Licensor has no inventory of any products bearing the Licensed Trademark in the Territory or intended for sale in the Territory; (g) No third party has the right to ship products bearing the Licensed Trademark into the Territory or to sell or distribute products bearing the Licensed Trademark in the Territory; and (h) There is no agreement or understanding, written or oral, between Licensor and its affiliates on the one hand and Pharmacal and its affiliates on the other hand relating to the manufacture, distribution or sale of products bearing the Licensed Trademark in the Territory, other than an agreement providing solely for the payments to be made to Pharmacal by Licensee pursuant to paragraph 6 of this agreement.

Licensor’s Representations and Warranties. Licensor represents and warrantswarrants that: (a) 13.1 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. 13.2 The execution and delivery of this agreement and the performance by Licensor of the transactions contemplated hereby, hove Agreement has been duly authorized by all appropriate necessary corporate action;. (b) The 13.3 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. 13.4 Licensor has the right to grant of to Licensee the rights granted herein; and license hereby granted does each Included Series, its title and any advertising or publicity materials supplied by or on behalf of Licensor in connection therewith, do not and will not constitute a breach contain any language or violation material which is obscene, libelous, slanderous or defamatory and will not, when used as permitted hereunder, violate or infringe upon, or give rise to any adverse claim with respect to, any common law or other right (including, without limitation, any copyright, trademark, service mark, literary, dramatic, music or motion picture right, right of privacy or publicity or contract right) of any other agreement or understandingPerson, written or oral, to which it is a party; (c) Licensor is the sole owner of the Licensed Trademark, free of any liens and encumbrances; the Licensed Trademark is valid and in force in the Original Countries and will be in any Amendment Country upon execution of the related amendment; the use by Licensee of the Licensed Trademark as contemplated in this agreement will not infringe upon or violate the rights of any other person, firm or corporation. (d) There are no proceedings, claims or actions pending or, to the knowledge of Licensor, threatened, relating to the Licensed Trademark; (e) Licensor is not itself presently manufacturing in the Territory or having manufactured on its behalf by any third party any cosmetic product bearing the Licensed Trademark; (f) Licensor has no inventory of any products bearing the Licensed Trademark in the Territory or intended for sale in the Territory; (g) No third party has the right to ship products bearing the Licensed Trademark into the Territory or to sell or distribute products bearing the Licensed Trademark in the Territoryapplicable law; and 13.5 All performing rights in all music contained in each Included Series are either: (hi) There is controlled by ASCAP, BMI, SESAC or any Other Society, (ii) controlled by Licensor (to the extent required for the exploitation of the rights granted hereunder) and granted herein for no agreement additional consideration, or understanding, written or oral, (iii) in the public domain. As between Licensor and its affiliates on the one hand and Pharmacal and its affiliates on the other hand relating to the manufactureLicensee, distribution or sale of products bearing the Licensed Trademark in the Territory, other than an agreement providing Licensee shall be solely responsible for the payments payment of any performing rights royalty or license fee to be made to Pharmacal by ASCAP, BMI, SESAC or any Other Society with regard the exhibition of Included Series hereunder. “Other Society” shall mean any other music performing rights society that comes into existence after the date hereof and of which Licensor has given Licensee pursuant to paragraph 6 of this agreementat least 180 days’ prior written notice.

Licensor’s Representations and Warranties. Licensor represents and warrantswarrants that: (a) 13.1 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. 13.2 The execution and delivery of this agreement and the performance by Licensor of the transactions contemplated hereby, hove Agreement has been duly authorized by all appropriate necessary corporate action;. (b) The 13.3 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. 13.4 Licensor has the right to grant of to Licensee the rights granted herein; and license hereby granted does each Included Program, its title and any advertising or publicity materials supplied by or on behalf of Licensor in connection therewith, do not and will not constitute a breach contain any language or violation material which is obscene, libelous, slanderous or defamatory and will not, when used as permitted hereunder, violate or infringe upon, or give rise to any adverse claim with respect to, any common law or other right (including, without limitation, any copyright, trademark, service mark, literary, dramatic, music or motion picture right, right of privacy or publicity or contract right) of any other agreement or understandingPerson, written or oral, to which it is a party; (c) Licensor is the sole owner of the Licensed Trademark, free of any liens and encumbrances; the Licensed Trademark is valid and in force in the Original Countries and will be in any Amendment Country upon execution of the related amendment; the use by Licensee of the Licensed Trademark as contemplated in this agreement will not infringe upon or violate the rights of any other person, firm or corporation. (d) There are no proceedings, claims or actions pending or, to the knowledge of Licensor, threatened, relating to the Licensed Trademark; (e) Licensor is not itself presently manufacturing in the Territory or having manufactured on its behalf by any third party any cosmetic product bearing the Licensed Trademark; (f) Licensor has no inventory of any products bearing the Licensed Trademark in the Territory or intended for sale in the Territory; (g) No third party has the right to ship products bearing the Licensed Trademark into the Territory or to sell or distribute products bearing the Licensed Trademark in the Territoryapplicable law; and 13.5 All performing rights in all music contained in each Included Program are either: (hi) There is controlled by ASCAP, BMI, SESAC or any Other Society, (ii) controlled by Licensor (to the extent required for the exploitation of the rights granted hereunder) and granted herein for no agreement additional consideration, or understanding, written or oral, (iii) in the public domain. As between Licensor and its affiliates on the one hand and Pharmacal and its affiliates on the other hand relating to the manufactureLicensee, distribution or sale of products bearing the Licensed Trademark in the Territory, other than an agreement providing Licensee shall be solely responsible for the payments payment of any performing rights royalty or license fee to be made to Pharmacal by ASCAP, BMI, SESAC or any Other Society with regard the exhibition of Included Programs hereunder. “Other Society” shall mean any other music performing rights society that comes into existence after the date hereof and of which Licensor has given Licensee pursuant to paragraph 6 of this agreementat least 180 days’ prior written notice.

Licensor’s Representations and Warranties. Without limiting any other representation, warranty or covenant of Licensor herein, Licensor hereby represents and warrantswarrants to Licensee that: (a) 12.1 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. 12.2 The execution and delivery of this agreement and the performance Agreement by Licensor of the transactions contemplated hereby, hove has been duly authorized by all appropriate necessary corporate action;. (b) The grant of the rights 12.3 This Agreement has been duly executed and license hereby granted does not delivered by, and will not constitute constitutes a breach or violation of any other agreement or understanding, written or oral, to which it is a party; (c) Licensor is the sole owner of the Licensed Trademark, free of any liens and encumbrances; the Licensed Trademark is valid and in force in the Original Countries and will be in any Amendment Country upon execution of the related amendment; the use by Licensee of the Licensed Trademark as contemplated in this agreement will not infringe upon or violate the rights of any other person, firm or corporation. (d) There are no proceedings, claims or actions pending or, to the knowledge binding obligation of Licensor, threatenedenforceable in accordance with the terms and conditions set forth in this Agreement, relating 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. 12.4 The performing rights to any musical compositions contained in each of the Licensed Trademark; Included Programs, are either (ea) Licensor is not itself presently manufacturing in the Territory or having manufactured on its behalf controlled by any third party any cosmetic product bearing the Licensed Trademark; music performance rights organizations (f“PROs”) Licensor has no inventory of any products bearing the Licensed Trademark in the Territory or intended for sale in the Territory; (g) No third party has the right to ship products bearing the Licensed Trademark into the Territory or to sell or distribute products bearing the Licensed Trademark in the Territory; and (h) There is no agreement or understanding, written or oral, between Licensor and its affiliates on the one hand and Pharmacal and its affiliates on the other hand relating to the manufacture, distribution or sale of products bearing the Licensed Trademark in the Territory, other than an agreement providing solely from which licenses on commercially reasonable terms and conditions covering Licensee’s transmissions of Included Programs in the Territory are available, (b) controlled by Licensor to the extent required for the payments licensing of the exhibition in accordance herewith (and not available for licensing through PROs), in which event no additional clearance of, or payment with respect to, such performing rights shall be required by Licensee associated with Licensee’s transmissions or other delivery of the Included Programs hereunder, or (c) in the public domain. In the event that music referenced in (a) above is included in an Included Program, Licensee shall be responsible for obtaining, if and to the extent required, a license from the relevant PROs to publicly perform such music. Except as set forth in (b) above, Licensor does not represent or warrant that Licensee may exercise the performing rights in the music without obtaining a valid performance license and without payment of a performing rights royalty or license fee to a PRO, and if a performing rights royalty or license fee is required to be made to Pharmacal by paid in connection with the exhibition of Included Programs, Licensee pursuant to paragraph 6 of this agreementshall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom.

Licensor’s Representations and Warranties. Licensor hereby represents and warrants: (a) 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; It shall comply with all applicable federal, state and local laws, ordinances, rules and regulations in exercising its rights and performing its obligations hereunder;. The execution and delivery of this agreement and the performance Agreement by Licensor of the transactions contemplated hereby, hove has been duly authorized by all appropriate necessary corporate action; (b) The grant ; 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; Licensee’s use of the rights Clips and license hereby granted does the Promotional Elements in accordance with this Agreement shall not and will not constitute a breach violate any law, defame any person or violation of any other agreement entity or understanding, written or oral, to which it is a party; (c) Licensor is the sole owner of the Licensed Trademark, free of any liens and encumbrances; the Licensed Trademark is valid and in force in the Original Countries and will be in any Amendment Country upon execution of the related amendment; the use by Licensee of the Licensed Trademark as contemplated in this agreement will not infringe upon or violate the rights of others, including, without limitation, any trade name, trademark or copyright and shall not invade or violate any right of privacy, publicity, personal or proprietary right, or other personcommon law or statutory right; and The All applicable performing public performance, firm or corporation. and mechanical reproduction and other rights to any musical works (dother than Third-Party Musical Works, as defined below) There are no proceedings, claims or actions pending or, to the knowledge of Licensor, threatened, relating to the Licensed Trademark; (e) Licensor is not itself presently manufacturing contained in the Territory Clips necessary for Licensee to lawfully use the Clips via the Service as set forth herein are either (i) controlled by ASCAP, BMI, SESAC or similar music rights organizations, collecting societies or governmental entities having manufactured on its behalf by any third party any cosmetic product bearing the Licensed Trademark; (f) Licensor has no inventory of any products bearing the Licensed Trademark in the Territory or intended for sale in the Territory; (g) No third party has the right to ship products bearing the Licensed Trademark into the Territory or to sell or distribute products bearing the Licensed Trademark in the Territory; and (h) There is no agreement or understanding, written or oral, between Licensor and its affiliates on the one hand and Pharmacal and its affiliates on the other hand relating to the manufacture, distribution or sale of products bearing the Licensed Trademark jurisdiction in the Territory, other than an agreement providing solely (ii) controlled by Licensor to the extent required for the payments licensing of the exhibition of copies of the Clips in accordance herewith, or (iii) in the public domain (and for avoidance of doubt, all such rights are granted to Licensee as part of the grant of rights set forth in Section 4 of the General Terms). For the avoidance of doubt, Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproductionany applicable rights in the musicany Third-Party Musical Works without obtaining a valid performance and/or mechanical reproductionthe applicable license(s) and without payment of a performing rights royalty, mechanical royalty orthe applicable license fee(s), and if a performing rights royalty, mechanical royalty or such a license fee is required to be made to Pharmacal by paid in connection with the distribution of Clips containing Third-Party Musical Works, Licensee pursuant to paragraph 6 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 this agreementsuch musicThird-Party Musical Works.