Representations and Warranties Related to Content Clause Samples

The "Representations and Warranties Related to Content" clause requires one or both parties to affirm that any content they provide under the agreement is original, does not infringe on third-party rights, and complies with applicable laws. In practice, this means a party must ensure that materials such as text, images, or software are either owned by them or properly licensed, and that they are not violating copyrights, trademarks, or other legal restrictions. This clause serves to allocate risk and protect the receiving party from potential legal claims or liabilities arising from the use of infringing or unauthorized content.
Representations and Warranties Related to Content. Institution represents and warrants that Institution has all Consents from any individual who is depicted in or contributed to any Content or whose Personal Information is captured or processed by the Symphony Classroom Solution, and that, as to such Content, (a) an Institution Party is the sole author and owner of the intellectual property and other rights to the Content, or has a lawful right to submit the Content and ▇▇▇▇▇ ▇▇▇▇▇▇ Mind the rights to it as described above, without creating any obligation of or liability for ▇▇▇▇▇▇ Mind; (b) the Content does not and, as to ▇▇▇▇▇▇ Mind’s permitted uses set forth in this Agreement, will not infringe any intellectual property or other right of any third party; and (c) the Content will not violate this Agreement (including the Content Rules below), or cause injury or harm to any person.
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Representations and Warranties Related to Content. Institution represents and warrants that Institution has obtained all necessary and legally required Consents from any individual who is depicted in or contributed to any Content or whose Personal Information is captured or processed by the ▇▇▇▇▇▇ Classroom Solution, and that, as to such Content, including as required under Section 5, (a) an Institution Party is the sole author and owner of the intellectual property and other rights to the Content, or has a lawful right to submit the Content and ▇▇▇▇▇ ▇▇▇▇▇▇ Mind the rights to it as described above, without creating any obligation of or liability for ▇▇▇▇▇▇ Mind; (b) the Content does not and, as to ▇▇▇▇▇▇ Mind’s permitted uses set forth in this Agreement, will not infringe any intellectual property or other right of any third party; and (c) the Content will not violate this Agreement (including the Content Rules below), or cause injury or harm to any person.
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Representations and Warranties Related to Content. Institution represents and warrants that Institution has Lawful Justification to use any Content which depicts any individual or whose Personal Information is captured or processed by the Symphony Classroom Solution, and that, as to such Content, (a) an Institution Party is the sole author and owner of the intellectual property and other rights to the Content, or has a lawful right to submit the Content and ▇▇▇▇▇ ▇▇▇▇▇▇ Mind the rights to it as described above, without creating any obligation of or liability for ▇▇▇▇▇▇ Mind;
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Related to Representations and Warranties Related to Content

  • REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY The Company represents and warrants to Purchaser as follows:

  • Representations and Warranties by You You represent and warrant that: 2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation. 2.1.2 All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies. 2.1.3 Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. 2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make every effort to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.

  • Representations and Warranties Regarding the Company (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations and Warranties by Each Party Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.