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such party's pre-approved Intellectual Property solely in connection with sales and distribution of <br />Tickets contemplated hereunder. <br /> <br /> (b) Each party shall use the other party's Intellectual Property only as <br />provided, and shall not alter the Intellectual Property in any way, nor shall it act or permit action <br />in any way that would impair the rights of the owning party in its Intellectual Property. Each <br />party acknowledges that its use of the other party's Intellectual Property shall not create any right, <br />title or interest in or to such Intellectual Property. Each party shall have the right to monitor the <br />quality of the other party's use of its Intellectual Property. Any references to a party's <br />Intellectual Property shall contain the appropriate trademark, copyright or other legal notice <br />provided from time to time by the owning party. <br /> <br /> (c) Neither party may alter or remove any proprietary notices from the other's <br />Intellectual Property. Any goodwill accruing from the use of such Intellectual Property shall <br />inure to the licensor of such Intellectual Property hereunder. <br /> <br /> (d) Each party expressly reserves all intellectual property rights not granted to <br />the other party herein. <br /> <br />17. Representations and Warranties. <br /> <br />(a) Each party represents, warrants and covenants to the other that: <br /> <br /> (i) It is duly organized and in good standing under the laws of the <br />State indicated as its state of organization in the first paragraph of this Agreement and has <br />adequate power to enter into and perform this' Agreement; <br /> <br /> (ii) This Agreement has been duly authorized, executed and delivered <br />on behalf of such party and constitutes the legal, valid, and binding agreement of such party, <br />enforceable in accordance with its terms; and <br /> <br /> (iii) The entering into and performance of this Agreement will not <br />violate any judgment, order, law, regulation or agreement applicable to such party or any <br />provision of such party's charter or bylaws, or result in any breach of} constitute a default under, <br />or result in the creation of, any lien, charge, security interest or other encumbrance upon any <br />assets of such party (or, in the case of Principal, result in any such encumbrance upon the <br />Hardware or Software), pursuant to any instrument to which such party is a party or by which it <br />or its assets may be bound. <br /> <br />(b) Ticketmaster represents, warrants and covenants to Principal that: <br /> <br /> (i) Ticketmaster or its affiliates are the sole and exclusive owners of <br />and has title to the Hardware and has license rights in and to the Software; and <br /> <br /> (ii) The Hardware and Software will perform, and operation of the TM <br />System, including all repair and service responsibilities, will be undertaken in a manner <br />reasonably adequate for the performance of Ticketmaster's obligations under this Agreement; <br />provided, however, that such warranties do not extend or become applicable with respect to any <br />delays, stoppages or malfunctions which are caused solely and exclusively by the acts of any <br /> <br />C:\WINDOWS~Desktop\Cabarms Arena LUA Final 081702.doc <br /> <br />13 <br /> <br /> <br />