SOFTWARE INCLUDED
IN THE LLC PROPERTY SHALL BE RECOVERED AND RETURNED TO LLC AT LLC'S EXPENSE.
LLC SHALL BE OBLIGATED TO RESTORE ALL PREMISES FROM WHICH LLC PROPERTY IS
REMOVED PURSUANT TO THIS SECTION TO THEIR PREVIOUS CONDITION, EXCLUDING
REASONABLE WEAR AND TEAR AND ANY OTHER IMPROVEMENTS OR MATERIAL ALTERATIONS TO
SUCH PREMISES AS MAY HAVE BEEN APPROVED BY THE PARTIES IN CONNECTION WITH
INSTALLATION OF LLC EQUIPMENT OR OPERATION OF THE SERVICE AND SHALL REPAIR ANY
DAMAGE TO THE PREMISES AS A RESULT OF SUCH REMOVAL.
IN ADDITION, ANY AND ALL
LICENSES GRANTED BY EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT SHALL
IMMEDIATELY TERMINATE, REGAL SHALL CEASE USING LLC MARKS, LLC SHALL CEASE USING
REGAL MARKS AND LLC SHALL BE ENTITLED TO IMMEDIATELY DISCONTINUE THE SERVICE.
PROMPTLY UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT, AND EXCEPT AS
EXPRESSLY PROVIDED IN ARTICLE 8 OF THE LICENSE AGREEMENT, EACH PARTY SHALL
RETURN TO THE OTHER PARTY ALL CONFIDENTIAL INFORMATION OF THE OTHER PARTY, OR,
AT THE OTHER PARTY'S OPTION, DESTROY SUCH CONFIDENTIAL INFORMATION AND PROMPTLY
PROVIDE TO THE OTHER PARTY A CERTIFICATE SIGNED BY AN OFFICER OF THE PARTY
ATTESTING TO SUCH DESTRUCTION.
NOTWITHSTANDING TERMINATION OF THIS AGREEMENT,
EACH PARTY SHALL PAY TO THE OTHER, WITHIN THIRTY (30) DAYS AFTER THE EFFECTIVE
DATE OF SUCH TERMINATION, ANY AND ALL FEES (INCLUDING COSTS AND EXPENSES) AND
OTHER AMOUNTS OWED HEREUNDER AS OF SUCH TERMINATION.
ARTICLE 10
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
43
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