Common use of IMMERSION Clause in Contracts

IMMERSION. Immersion represents, warrants, and covenants that: (I) it has the full power and has taken the necessary and appropriate steps to enter into this Sublicense Agreement and assume the obligations hereunder; (II) it has the right to license the Licensed Patents, and it has the full power and has taken the necessary and appropriate steps to enter into this Sublicense Agreement and assume the obligations hereunder, and to grant the license rights and covenants set forth herein; (III) it has not previously and will not grant any rights in the Licensed Patents to any third party that are inconsistent with the rights granted to Microsoft herein; (IV) it has not previously and will not grant during the period set forth in Section 2(j) to any third party the right to grant [****] the sublicense rights granted in Sections 2(a) herein; PROVIDED UNDER RULE 408 (V) it has not assigned or otherwise transferred or subrogated any interest [****], and, except in connection with an assignment by Immersion permitted by Section 8(d), will not assign or otherwise transfer or subrogate any interest [****]; (VI) [****]; (VII) [****]; (VIII) as of the Effective Date, there are no actual or threatened lawsuits or claims relating to the Licensed Patents other than the action in the United States District Court for the Northern District of California entitled Immersion Corporation v. Sony Computer Entertainment of America, Inc., Sony Computer Entertainment Inc., and Microsoft Corporation, Northern District of California Case No. C02-00710 CW (WDB), contract, business or licensing discussions with existing or potential licensees and customers, and as set forth in Schedule 3.12 to the Series A Redeemable Convertible Preferred Stock Purchase Agreement executed by the Parties on even date herewith; and (IX) as of the Effective Date, Immersion believes, in good faith, that the issued Licensed Patents owned by Immersion are valid and enforceable.

IMMERSION. Immersion represents, warrants, and covenants that: (Ii) it has the full power and has taken the necessary and appropriate steps to enter into this Sublicense Agreement and assume the obligations hereunder; (IIii) it has the right to license the Licensed Patents, and it has the full power and has taken the necessary and appropriate steps to enter into this Sublicense Agreement and assume the obligations hereunder, and to grant the license rights and covenants set forth herein; (IIIiii) it has not previously and will not grant any rights in the Licensed Patents to any third party that are inconsistent with the rights granted to Microsoft herein; (IViv) it has not previously and will not grant during the period set forth in Section 2(j) to any third party the right to grant [****] the sublicense rights granted in Sections 2(a) herein; PROVIDED UNDER RULE 408 (Vv) it has not assigned or otherwise transferred or subrogated any interest in any of its [****] that are the [****] the [****], and, except in connection with an assignment by Immersion permitted by Section 8(d), will not assign or otherwise transfer or subrogate any interest [****] in any of its [****] that are the [****] the [****]; (VIvi) [****]; (VIIvii) as of the Effective Date, [****] owned by Immersion [****] and have not [****]; (VIIIviii) as of the Effective Date, there are no actual or threatened lawsuits or claims relating to the Licensed Patents other than the action in the United States District Court for the Northern District of California entitled Immersion Corporation v. Sony Computer Entertainment of America, Inc., Sony Computer Entertainment Inc., and Microsoft Corporation, Northern District of California Case No. C02-00710 CW (WDB), contract, business or licensing discussions with existing or potential licensees and customers, and as set forth in Schedule 3.12 to the Series A Redeemable Convertible Preferred Stock Purchase Agreement executed by the Parties on even date herewith; and (IXix) as of the Effective Date, Immersion believes, in good faith, that the issued Licensed Patents owned by Immersion are valid and enforceable.

IMMERSION. Immersion represents, warrants, and covenants that: (Ii) it has the full power and has taken the necessary and appropriate steps to enter into this Sublicense Agreement and assume the obligations hereunder; (IIii) it has the right to license the Licensed Patents, and it has the full power and has taken the necessary and appropriate steps to enter into this Sublicense Agreement and assume the obligations hereunder, and to grant the license rights and covenants set forth herein;; PROVIDED UNDER RULE 408 (IIIiii) it has not previously and will not grant any rights in the Licensed Patents to any third party that are inconsistent with the rights granted to Microsoft herein; (IViv) it has not previously and will not grant during the period set forth in Section 2(j) to any third party the right to grant [****] the sublicense rights granted in Sections 2(a) herein; PROVIDED UNDER RULE 408; (Vv) it has not assigned or otherwise transferred or subrogated any interest [****]in any of its claims that are the subject of the Sony Lawsuit, and, except in connection with an assignment by Immersion permitted by Section 8(d), will not assign or otherwise transfer or subrogate any interest [****](other than in the proceeds) in any of its claims that are the subject of the Sony Lawsuit; (VIvi) [****]; (VIIvii) [****]as of the Effective Date, the issued Licensed Patents owned by Immersion are subsisting and have not lapsed or otherwise become abandoned; (VIIIviii) as of the Effective Date, there are no actual or threatened lawsuits or claims relating to the Licensed Patents other than the action in the United States District Court for the Northern District of California entitled Immersion Corporation v. Sony Computer Entertainment of America, Inc., Sony Computer Entertainment Inc., and Microsoft Corporation, Northern District of California Case No. C02-00710 CW (WDB), contract, business or licensing discussions with existing or potential licensees and customers, and as set forth in Schedule 3.12 to the Series A Redeemable Convertible Preferred Stock Purchase Agreement executed by the Parties on even date herewith; and (IXix) as of the Effective Date, Immersion believes, in good faith, that the issued Licensed Patents owned by Immersion are valid and enforceable.