Intellectual Property Representations. SMI hereby represents and warrants to, and covenants with, CryoLife as follows:
Intellectual Property Representations. SMI hereby reconfirms its representations, warranties, and covenants contained in Section 10 (Intellectual Property Rights) of the Amended Agreement subject to the following qualification: SMI has granted to CPL, consistent with the authority recognized in Section 1 of this First Amendment, a limited license to manufacture Products for use in Permitted Clinical Applications for sale only to CryoLife for resale in Territory.
Intellectual Property Representations. “Intellectual Property Representations” shall mean the representations and warranties set forth in Section 2.9 (as modified by the Disclosure Schedule).
Intellectual Property Representations. (a) ReN represents and warrants as follows:
Intellectual Property Representations. NAI and each NAI Subsidiary has valid, legal rights to use, all trademarks, trademark applications, service marks, trade names, copyrights, licenses and rights, whether or not registered (collectively, the "Intellectual Property Rights"), which are necessary to, or used in, their respective businesses. Neither NAI nor any NAI Subsidiary is a defendant in any claim, suit, action or proceeding relating to their respective businesses which involves a claim of infringement of any trademarks or service marks. Neither the Sellers nor NAI has any knowledge of any existing infringement by another person of any of the Intellectual Property Rights belonging to NAI or any NAI Subsidiary. Neither the Sellers nor NAI has received notice of the infringement by NAI or any NAI Subsidiary of any infringement of any Intellectual Property Rights of a third party. Set forth on Schedule 2.23 is a true, complete and correct list of all Intellectual Property Rights of NAI or any NAI Subsidiary.
Intellectual Property Representations. Each Party represents and warrants that to the best of its knowledge, it owns or controls its respective Intellectual Property and that it has the right to grant the licenses granted under this Agreement. Buyer further represents and warrants that it has no knowledge that the making, using or manufacturing, of the Products herein infringes the patent of any third party. Notwithstanding the above, each Party disclaims any warranty of validity or enforceability of any patents provided or used herein. The representations and warranties in Section 5 of the License and Technical Assistance Agreement are hereby restated as of today’s date and incorporated by reference herein, as to Seller’s current processes, as used for the making, using, manufacturing or having manufactured of the MEMS COMPONENTS (as defined in such License Agreement) manufactured under this Agreement in the [*] (as defined in such License Agreement).
Intellectual Property Representations. Supplier hereby represents and warrants to VGCA that it owns all rights in (or has obtained all rights necessary to license or otherwise furnish to VGCA) the Goods and Services (including software, microcode, and other intellectual property of any sort) provided to VGCA under the Order. VGCA hereby represents and warrants to Supplier that it owns all rights in (or has obtained all rights necessary to license or otherwise furnish to Supplier) all materials furnished by VGCA to Supplier and which Supplier uses in connection with its production of the Goods or the rendering of the Services including without limitation any artwork or files furnished by VGCA to Supplier.
Intellectual Property Representations. Seller shall deliver to Buyer such electronic and paper copies and representations of the Intellectual Property as may in the Buyer's judgment be necessary to convey the Intellectual Property to the Buyer.
Intellectual Property Representations. The Grantee represents and warrants that Grantee’s intellectual property used in the performance of this Grant does not and will not infringe upon any intellectual property rights of other persons or entities. Notwithstanding Clause 8, the Grantee will indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the State, at the Grantee’s expense, from any action or claim brought against the State to the extent that it is based on a claim that all or part of the Grantee’s intellectual property used in the performance of this Grant infringe upon the intellectual property rights of others. The Grantee will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Grantee’s or the State’s opinion is likely to arise, the Grantee must, at the State’s discretion, either procure for the State the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing intellectual property as necessary and appropriate to obviate the infringement claim. This remedy of the State will be in addition to and not exclusive of other remedies provided by law.
Intellectual Property Representations. NeuroSpheres represents and warrants as follows:
