LICENSOR REPRESENTS Sample Clauses

LICENSOR REPRESENTS and warrants to Licensee as follows and acknowledges that Licensee is relying upon such representations and warranties in connection with this agreement and option to purchase and that Licensee would not have entered into this agreement without such representations and warranties: a. Licensor maintains all rights, title, ownership and interest in the Proprietary Technology with good and marketable title, and there are no liens or encumbrances registered or pending to be registered against the information or technology. b. Licensor has the necessary authority to enter into and deliver this agreement on the terms and conditions set forth in this agreement and to do all such acts and things as may be necessary to give effect to the transactions contemplated herein. c. To the best of Licensor’s knowledge, the use or assignment of the Proprietary Technology does not infringe in any respect upon the technology or intellectual property rights of any other person or entity and no other person or entity has claimed or threatened to claim the right to use any proprietary information or technology or to deny the right of Licensor to use the same. d. The Licensor’s execution and delivery of this Agreement, the consummation of the transactions contemplated in this agreement, the performance of its obligations hereunder and its compliance with this agreement do not violate, contravene or breach, or constitute a default under any contract, agreement, or commitment to which Licensor is a party to or subject or by which Licensor is bound or affected. e. There are no legal actions, claims, demands, judgments, injunctions, or other pending proceedings affecting in any manner the Proprietary Technology.

LICENSOR REPRESENTS. AND WARRANTS THAT IT HAS THE POWER TO ENTER INTO THIS AGREEMENT AND TO GRANT THE RIGHTS CONFERRED HEREIN TO THE LICENSEE AND PARTICIPATING MEMBER INSTITUTION AND THAT THE LICENSED WORKS DO NOT VIOLATE OR INFRINGE UPON ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHT OR CONTRACT RIGHT OF ANY THIRD PARTY. SUBJECT TO 8.4, THE LICENSOR SHALL INDEMNIFY AND HOLD HARMLESS THE LICENSEE THE PARTICIPATING MEMBER INSTITUTIONS AND AUTHORIZED USERS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, CLAIMS, DAMAGES, AWARDS, PENALITES, OR INJURIES INCURRED, INCLUDING REASONABLE ATTORNEY´S FEES, THAT ARISE FROM ACTUAL INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS REGARDING THE USE OF THE LICENSED WORKS BY THE LICENSEE OR ANY PARTICIPATING MEMBER INSTITUTIOR OR AUTHORIZED USER. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION.

LICENSOR REPRESENTS. AND WARRANTS THAT IT HAS THE POWER TO ENTER INTO THIS AGREEMENT AND TO GRANT THE RIGHTS CONFERRED HEREIN TO THE LICENSEE.

LICENSOR REPRESENTS. (i) that the Property has not been used for the generation, storage, treatment or disposal of hazardous materials, hazardous substances or hazardous wastes; and (ii) that no hazardous materials, hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction or derivative thereof) or underground storage tanks are located on or near the Premises. Licensor shall treat all hazardous materials, hazardous substances or hazardous wastes brought onto the Property or Premises by it in accordance with all federal, state and local laws and regulations.