NCM Property) until and unless NCM determines, in its sole discretion and upon whatever conditions NCM chooses to impose on Network Affiliate, to resume performance of some or all of the suspended obligations. 21 Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011 ARTICLE IX REPRESENTATIONS AND WARRANTIES Section 9.1 Representations and Warranties. Each party represents and warrants that: (a) 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) 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) Each party 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. (a) Neither party will 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 party's 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