Common use of By Licensor Clause in Contracts

By Licensor. Licensor represents, warrants and covenants to Licensee that (a) it has the right and authority to enter into this Agreement and perform its obligations hereunder and this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (b) it owns all right, title and interest in and to the Patents and Know-How and has the full right and authority to grant the licenses set forth in Section 2 (Grant of License), (c) there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of said licenses and Licensor has the right to grant the licenses set forth in Section 2 without seeking the approval or consent of any third party, (d) none of the Patents have been invalidated either wholly or partly by a court of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and there are no proceedings to do so as of the Effective Date, (e) to Licensor’s best knowledge, the Patents are valid and enforceable as of the Effective Date, (f) to Licensor’s best knowledge, neither the Patents nor the Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party, and (g) Licensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the Patents and/or Know-How and, to the knowledge of Licensor, no third party is infringing or misappropriating any such rights.

By Licensor. Licensor representsrepresents and warrants that, warrants and covenants to Licensee that except as set forth in the Schedules hereto: (ai) it has the right and authority is duly authorized to enter into the transactions contemplated by this Agreement; (ii) this Agreement and perform its obligations hereunder and this Agreement constitutes the legal, is a valid and binding obligation of Licensor Licensor, enforceable against it in accordance with its terms; (iii) the performance of Licensor's obligations hereunder does not violate any agreement, subjectlaw, howeverrule, or regulation binding on Licensor or Licensor's charter documents; (iv) subject to the effects of bankruptcySection 7.4, insolvencyit has, reorganizationand will continue to have, moratorium and similar Laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (b) it owns all right, title and interest rights in and to the Patents Existing Library Programs, Output Programs and Know-How Wallpaper necessary to fulfill its obligations hereunder (except that with respect to the Existing Library, no such representation is made as to any program not listed on Schedules 2.1(a)-1, 2.1(a)-2 and has 2.1(a)-3); (v) except for the full right license between Licensor and authority third parties which Licensor is assigning to grant Licensee, the Existing Library Programs, Output Programs and Wallpaper are not subject to licenses set forth in Section 2 (Grant of License), (c) there are no outstanding agreements, assignments or encumbrances inconsistent which conflict with the provisions rights granted herein, and the use thereof by Licensee as contemplated herein will not infringe upon the copyright, literary or dramatic right or right of said licenses and Licensor has the right to grant the licenses set forth in Section 2 without seeking the approval privacy of any third party or consent constitute a libel or slander of any third party; (vi) the licenses between Licensor and third parties which Licensor is assigning to Licensee are assignable, (d) none of the Patents have been invalidated either wholly or partly by a court of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and there are no proceedings to do so as of the Effective Date, (e) to Licensor’s best knowledge, the Patents are valid and enforceable as enforceable, that the licensees under such licenses have not pre-paid the license fees, if any, due thereunder (except in accordance with the terms of the Effective Datesuch licenses), (f) to Licensor’s best knowledge, neither the Patents nor the Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party, and (g) Licensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the Patents and/or Know-How and, to the knowledge best of Licensor's knowledge and belief, no third party such licensees do not have any claims, offsets or defenses which are adverse to Licensee's rights hereunder; and (vii) Licensor has disclosed all material information relating to the rights granted hereunder, and that all such information is infringing or misappropriating any such rightstrue and correct to the best of Licensor's knowledge and belief.

By Licensor. Licensor representsshall defend, warrants indemnify and covenants hold harmless the Licensee and the Representatives of Licensee from and against any and all Losses asserted against, incurred, sustained or suffered by Licensee and/or the Representatives of Licensee as a result of, arising out of or relating to a claim that the Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party existing as of the License Effective Date (each a “Infringement Claim”); provided, however that Licensor shall have no obligation to Licensee that under this section with respect to any Infringement Claim arising twenty four (a24) it has months after the right and authority to enter into this Agreement and perform its obligations hereunder and this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, License Effective Date or to the effects extent arising from (i) a Licensee Improvement or any modifications to the Platform or any Licensor Intellectual Property made by or on behalf of bankruptcyLicensee or at Licensee’s request; (ii) Licensee’s breach of this Agreement, insolvency, reorganization, moratorium and similar Laws from time but only to time the extent the third party infringement that is at issue in effect, as well as to general principles such Infringement Claim or Losses would not have occurred or have existed but for such breach; (iii) Licensee’s or its Affiliates’ or sublicensees’ use of equity (regardless of whether such enforceability is considered the Platform or any Licensor Intellectual Property in a proceeding manner not reasonably contemplated by Licensor, but only to the extent the third party infringement that is at issue in equity such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property Licensee in connection with an Expanded Business, but only to the extent the infringement that is at lawissue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination of the Platform and Licensor Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), (b) it owns all right, title and interest in and do one of the following to mitigate the Losses relating to the Patents and Know-How and has Infringement Claim: (x) procure for the full right and authority to grant the licenses set forth in Section 2 Licensee (Grant of License), (cat Licensor’s expense) there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of said licenses and Licensor has the right to grant continue using the licenses set forth in impacted portions of the Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Platform or Licensor Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or performance of the Platform or the Licensor Intellectual Property. This Section 2 without seeking 4.1 is Licensor’s sole and exclusive remedy for any claim that the approval Platform or consent any Licensor Intellectual Property infringes or misappropriates the Intellectual Property of any third party, (d) none of the Patents have been invalidated either wholly party and Licensor may not exercise any indemnity or partly by a court of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and there are no proceedings to do so as of the Effective Date, (e) to Licensor’s best knowledge, the Patents are valid and enforceable as of the Effective Date, (f) to Licensor’s best knowledge, neither the Patents nor the Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party, and (g) Licensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights similar monetary remedy under the Patents and/or Know-How and, to the knowledge of Licensor, no third party is infringing or misappropriating any such rightsPurchase Agreement.

By Licensor. Licensor represents, warrants and covenants to Licensee that (a) it has the right and authority to enter into this Agreement and perform its obligations hereunder and this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (b) it owns all right, title and interest in and to the Patents and Know-How and has the full right and authority to grant the licenses set forth in Section 2 (Grant of License), (cd) there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of said licenses and Licensor has the right to grant the licenses set forth in Section 2 without seeking the approval or consent of any third party, (de) none of the Patents have been invalidated either wholly or partly by a court of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and there are no proceedings to do so as of the Effective Date, (ef) to Licensor’s 's best knowledge, the Patents are valid and enforceable as of the Effective Date, (fg) to Licensor’s 's best knowledge, neither the Patents nor the Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party, party and (gh) Licensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the Patents and/or Know-How and, to the knowledge of Licensor, no third party is infringing or misappropriating any such rights.