Authorization; Non Assignment Sample Clauses
Authorization; Non Assignment. Each party represents that it has the full power and authority to enter into this Agreement and to convey the rights herein conveyed. Each party further represents that entering this Agreement shall not constitute a breach of any document of incorporation, agreement, contract, understanding and/or obligation that it is currently bound by. In addition, Licensee represents that it is acting on its own behalf, and not as an agent for or on behalf of any third party, in entering into this Agreement, and further agrees that it may not assign its rights or obligations under this Agreement otherwise than provided under this Agreement, without the prior written consent of Licensor. Publicity. Notwithstanding Section 8 above, both parties agree to issue a joint press release within thirty (30) days of the signing of this agreement, stating that Licensee and Licensor have entered into an agreement whereby Licensee will be using Licensor’s Software Platform. Licensee hereby agrees to reasonably serve as a reference for the Software Platform. Licensor may state on its Web site, and may state in Licensor’s sales and investment oriented presentations, the fact that Licensee is a customer of Licensor for Software Platform and may utilize Licensee's trademark on Licensor’s Website. Any headings are for convenience purposes only and shall not be employed in interpreting and construction of this Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous agreements, understandings and arrangements relating to the license of the Software Platform to Licensee. This Agreement may not be modified, amended, altered or supplemented except by a written agreement executed by both Parties. If any of the provisions of this Agreement, or any portions thereof, are held to be invalid under any applicable law, the invalid part or provision shall be replaced with a provision which accomplishes, to the fullest extent possible, the original purpose of such part or provision in a valid manner, and the balance of this Agreement shall remain in full force and effect. Neither party shall, by mere lapse of time, without giving written notice thereof, be deemed to have waived any breach by the other party of any terms or provisions of this Agreement; and the waiver by either party of any such breach shall not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach. Except to the ex...
Authorization; Non Assignment. Each Party represents that it has the full power and authority to enter into this Agreement and to convey the rights herein conveyed. Each Party further represents that entering this Agreement will not constitute a breach of any binding document of incorporation, agreement, contract, understanding and/or obligation. In addition, each of Licensee and Licensor represents that it is acting on its own behalf, and not as an agent for or on behalf of any third party, in entering into this Agreement, and further agrees that it may not assign its rights or obligations under this Agreement otherwise than provided under this Agreement, without the prior written consent of the other Party, except that Licensor will be entitled to assign all its rights and obligations in the event of (i) a merger (in which Licensor is not the surviving entity), and (ii) sale of all or substantially all of shares or the assets of Licensor.
Authorization; Non Assignment. Each of the Parties to this Agreement represents and warrants to each of the other Parties that the signatory on behalf of each Party is authorized to sign for and bind that party, and that they are the sole holders of the claims alleged herein and have not assigned or transferred the rights to any claim that is the subject of this Agreement.