REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 10.01 Representations and Warranties. Each Party represents and warrants that:
(a) Formation. It (i) is duly formed and organized, validly existing, and in good standing under the laws of the
jurisdiction of its formation and incorporation and has the power and authority to carry on its business as carried on, and (ii) has the right to enter into this Agreement and to perform its obligations under this Agreement and has the power
and authority to execute and deliver this Agreement.
(b) Governmental Authorization. Any registration, declaration,
or filing with, or consent, approval, license, permit or other authorization or order by, any governmental or regulatory authority, domestic or foreign, that is required to be obtained by it in connection with the valid execution, delivery,
acceptance and performance by it under this Agreement or the consummation by it of any transaction contemplated hereby has been completed, made, or obtained, as the case may be.
(c) Consents. It is the exclusive owner of, or otherwise has or will have timely obtained all rights, licenses, clearances and
consents necessary to make the grants of rights made or otherwise perform its obligations under this Agreement as required under this Agreement.
(d) No Conflicts. The execution and delivery of this Agreement do not, and the performance of its obligations under this
Agreement and the consummation of the transactions contemplated hereby will not (with or without notice or lapse of time or both) (i) conflict with or result in a violation or breach of its charter or other organizational documents;
(ii) conflict with or result in a violation or breach of any law or order applicable to it, or (iii) (A) conflict with or result in a violation or breach of, (B) constitute a default under, or (C) result in the creation or
imposition of any lien upon it or any of its assets and properties under, any material contract or material license to which it or any of its Affiliates is a party or by which any of its or their respective assets and properties are bound.
Section 10.02 Additional Covenants.
(a) No Challenge. Each Party covenants that it will not at any time, except to the extent necessary to, assert or defend its
rights under this Agreement: (i) challenge or otherwise do anything inconsistent with the other Partys right, title or interest in its property, (ii) do or cause to be done or omit to do anything, the doing, causing or omitting of
which would contest or in any way impair or tend to impair the rights of the other Party in its property or the rights of third party licensors or providers in their property, or (iii) assist or cause any Person or entity to do any of the
(b) No Infringement by Cinemark. Cinemark covenants that, except as Cinemark discloses in writing
concurrently with the execution hereof and excluding any intellectual property or other rights licensed pursuant to the License Agreement, none of the information, content, materials, or services it supplies or has supplied on its behalf under this
Agreement to its knowledge infringes or misappropriates, or will infringe or misappropriate, any U.S. patent, trademark, copyright or other intellectual property or proprietary right of any third party to the extent used in accordance with the terms
and conditions of this Agreement.