PARTIES HERETO SHALL MAINTAIN SUCH BOOKS
AND RECORDS (COLLECTIVELY, "RECORDS") AS ARE NECESSARY TO SUBSTANTIATE THAT (I)
ALL WARRANTIES MADE BY THE PARTIES IN THIS AGREEMENT ARE TRUE AND ACCURATE IN
ALL RESPECTS AND EACH RESPECTIVE PARTY IS IN FULL COMPLIANCE WITH THIS
AGREEMENT, AND (II) ALL INVOICES AND OTHER CHARGES SUBMITTED TO EITHER PARTY FOR
PAYMENT BY THE OTHER PARTY HEREUNDER WERE VALID AND PROPER.
ALL RECORDS SHALL
BE MAINTAINED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
CONSISTENTLY APPLIED.
TWICE EVERY TWELVE (12) MONTH PERIOD FROM EXECUTION
HEREOF, THE PARTIES AND/OR THEIR REPRESENTATIVES SHALL HAVE THE RIGHT, DURING
NORMAL BUSINESS HOURS, UPON SEVEN (7) BUSINESS DAYS NOTICE, TO EXAMINE SAID
RECORDS.
THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE EXPIRATION OR
EARLIER TERMINATION OF THIS AGREEMENT.
10.
GENERAL WARRANTIES OF THE PARTIES
10.1.
GENERAL REPRESENTATIONS AND
WARRANTIES. EACH PARTY REPRESENTS, WARRANTS AND UNDERTAKES TO THE OTHER PARTY
THAT: (I) SUCH PARTY HAS THE FULL CORPORATE RIGHT, POWER AND AUTHORITY TO ENTER
INTO THIS AGREEMENT, TO GRANT THE LICENSES GRANTED HEREUNDER AND TO PERFORM THE
ACTS REQUIRED OF IT HEREUNDER; (II) THE EXECUTION OF THIS AGREEMENT BY SUCH
PARTY, AND THE PERFORMANCE BY SUCH PARTY OF ITS OBLIGATIONS AND DUTIES
HEREUNDER, DO NOT AND WILL NOT VIOLATE ANY AGREEMENT TO WHICH SUCH PARTY IS A
PARTY OR BY WHICH IT IS OTHERWISE BOUND; (III) WHEN EXECUTED AND DELIVERED BY
SUCH PARTY, THIS AGREEMENT WILL CONSTITUTE THE LEGAL, VALID AND BINDING
OBLIGATION OF SUCH PARTY, ENFORCEABLE AGAINST SUCH PARTY IN ACCORDANCE WITH ITS
TERMS; (IV) SUCH PARTY ACKNOWLEDGES THAT THE OTHER PARTY MAKES NO
REPRESENTATIONS, WARRANTIES OR AGREEMENTS RELATED TO THE SUBJECT MATTER HEREOF
THAT ARE NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT; (V) IF AT ANY TIME DURING
THIS AGREEMENT, A PARTY BECOMES AWARE OF ANYTHING THAT MAY PREVENT IT FROM
PERFORMING ITS OBLIGATIONS HEREUNDER, THAT PARTY SHALL
AS SOON AS IS REASONABLE
IN THE CIRCUMSTANCES
NOTIFY THE OTHER PARTY IN WRITING OF THE SAME AND THE
NON-BREACHING PARTY SHALL UPON RECEIPT OF SUCH NOTIFICATION BE ENTITLED TO SEEK
FURTHER ASSURANCES.
IF REQUESTED TO PROVIDE SUCH FURTHER ASSURANCES, THE PARTY
REQUESTED SHALL TAKE SUCH ACTIONS (INCLUDING, BUT NOT LIMITED TO, THE EXECUTION,
ACKNOWLEDGMENT AND DELIVERY OF DOCUMENTS) AS MAY REASONABLY BE REQUESTED BY
12
THE
OTHER PARTY FOR THE IMPLEMENTATION OR CONTINUING PERFORMANCE OF THIS AGREEMENT;
AND (VI) EACH PARTY HAS SECURED ALL RIGHTS NECESSARY TO IN REGARD TO APPROVED
MARKS UNDER THIS AGREEMENT AND SUCH APPROVED MARKS DO NOT VIOLATE THE THIRD
PARTY RIGHTS OF THIRD PARTIES
10.2.
WPT WARRANTS, UNDERTAKES
AND REPRESENTS THE FOLLOWING (A) THAT IT HAS OR WILL ACQUIRE ALL NECESSARY
RIGHTS NECESSARY TO PRODUCE ANY TELEVISION PROGRAM IN THIS AGREEMENT AND TO
STAGE THE WORLD POKER TOUR AND PROFESSIONAL POKER TOUR.
WPT FURTHER WARRANTS
THAT IT INTENDS DURING THE TERM OF THIS AGREEMENT FOR THE PROFESSIONAL POKER
TOUR TO REMAIN AN INVITATIONAL TOURNAMENT FOR INTERNATIONALLY RECOGNISED ELITE
PROFESSIONAL POKER PLAYERS.
IF THAT INTENT CHANGES, WPT WILL GIVE PARTYPOKER
WRITTEN NOTICE OF THE NEW FORMAT.