7. TAXES. Each Party is responsible for all applicable taxes.
8. REPRESENTATIONS AND WARRANTIES.
8.1 Seller warrants and represents on the Effective Date, the date of the Purchase Schedule, and each relevant Offering Date that:
(a) Seller has the right, power, legal capacity, and authority to (i) own the Royalty Rights, (ii) sell, assign, and transfer the Royalty Rights, and (iii) enter into and to fully perform this Agreement and the Purchase Schedule. Seller is not a party to or aware of any arrangement, understanding or agreement that would conflict with the rights granted to JKBX or any Purchaser hereunder;
(b) Seller has good and marketable title to the Royalty Rights, and no interest therein has been assigned, pledged or otherwise transferred or encumbered, nor has any security interest, lien, mortgage, or other encumbrance been granted therein, to secure indebtedness or otherwise;
(c) to Seller’s knowledge, no other person or entity has or may validly claim any right, title, or interest in or to the Royalty Rights which is inconsistent with the absolute and perpetual ownership and control of the Royalty Rights by Seller, subject to applicable law;
(d) Seller has not heretofore done or permitted to be done, and will not knowingly hereafter do or permit to be done, any act or thing to diminish the value of the Royalty Rights and/or which is or may be inconsistent with Seller’s sole and exclusive ownership of the Royalty Rights which may impair, curtail, or in any way derogate from any rights granted to Purchaser pursuant to this Agreement;
(e) to Seller’s knowledge, the applicable Share of Royalties in each Music Asset acquired by Purchaser hereunder shall not be subject to any reduction whatsoever by virtue of any lien, tax, or other encumbrance, any third-party claim, any existing state, federal or international law, or otherwise;
(f) to Seller’s knowledge, each of the Music Assets is original and does not violate or infringe upon any other works or any rights of any person or entity, and the use or exercise by Purchaser or its licensees, successors or assigns of any of the rights, privileges and properties in connection with the Royalty Rights will not violate or infringe upon any common law, statutory or any other rights of any third party, including, without limitation, contractual rights, copyright, trademark, or right of publicity;
(g) Seller is not required to provide any notice to, obtain any consent, approval or authorization of, or make any designation, declaration or filing with any governmental authority or any other entity with respect to Seller’s execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder;
(h) to Seller’s knowledge, there are no claims, actions, causes of actions, demands, lawsuits, arbitrations, audits, suspensions, summons, subpoenas, or investigations of any nature, kind or description, active or pending, or to the best of Seller’s knowledge, threatened or anticipated with respect to the Royalty Rights;
(i) Seller has been receiving statements and payments of the Royalties as and when due pursuant to the applicable Third-Party Music Company agreements;
(j) Purchaser shall not be required to make any payments of any nature for, or in connection with, the acquisition or exploitation of the Royalty Rights except as expressly set forth in this Agreement;
(k) Seller is not in violation of any laws applicable to its business or by which Seller or the Royalty Rights are bound, and none of the transfers contemplated by this Agreement, whether being made concurrently with the execution hereof or subsequent hereto, constitutes or shall constitute a fraudulent transfer or preference within the meaning of the Federal Bankruptcy Act;
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