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REPRESENTATION AND WARRANTIES OF LICENSOR. (a) Licensor hereby represents and warrants to Licensee that Licensor is the sole and exclusive owner of all rights in and to MERAD, the Documentation and the Mark; xxat it has the full right and power to grant the license contemplated by this Agreement; and that such license will not violate the rights of any other person or entity or any other agreement to which Licensor is a party. OTHER THAN THESE EXPRESS WARRANTIES, LICENSOR MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER TO LICENSEE, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR OR INTENDED PURPOSE. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY THAT MERAD WILL MEET ANY PARTICULAR REQUIREMENT OR BUSINESS NEED OF LICENSEE, EVEN IF LICENSEE HAS BEEN ADVISED OF SUCH REQUIREMENT OR NEED. BY ACCEPTING THIS LICENSE, LICENSEE SPECIFICALLY ACKNOWLEDGES THAT LICENSEE IS AWARE THAT MERAD IS IN ITS EARLY PHASES OF DEVELOPMENT AND THAT FUTURE VERSIONS OF MERAD MAY BE NECESSARY TO FULLY IMPLEMENT THE DESIRED FEATURES OF MERAD OR TO DEBUG ANY PROBLEMS THAT MAY ARISE.
REPRESENTATION AND WARRANTIES OF LICENSOR. 7 Section 3.1 Organization Standing and Authority.....................7 Section 3.2 Authorization and Binding Obligation....................7 Section 3.3 Registered Investment Adviser...........................7 Section 3.4 Absence of Conflicting Agreements.......................7 Section 3.5 Title to and Condition of Assets........................8 Section 3.6 Consents................................................8 Section 3.7 Financial Conditions; Effects of Sale of Assets.........8 Section 3.8
REPRESENTATION AND WARRANTIES OF LICENSOR. Except for the rights, if any, of the Governmental Body, Licensor represents and warrants to Licensee that: (i) Licensor is the owner or agent of the entire right, title, and interest in and to Licensor Patent Rights (other than the right, title and interest of any joint owner identified in Exhibit A), (ii) Licensor has the right to grant licenses hereunder, (iii) to the knowledge of Licensor’s designated office for technology commercialization, Licensor has not knowingly granted and will not grant licenses or other rights under the Licensor Patent Rights that are in conflict with the terms and conditions in the Agreement and (iv) to the knowledge of Licensor’s designated office for technology commercialization, Licensor has not received: (a) any written notice that any of the Licensor Patent Rights are invalid or unenforceable, or (b) any written notice of any actual or threatened claims that the use of or practice of the Licensor Patent Rights, Licensor Know-How, or Licensor Material infringes or misappropriates (or has infringed or misappropriated) the intellectual property of any Third Party.
REPRESENTATION AND WARRANTIES OF LICENSOR. 5.1 Licensor hereby represents and warrants that to the best of its knowledge and belief: (i) Licensor has all authority and rights necessary to enter into and to fulfil the terms of this Agreement and to grant the rights and to consummate the obligations described herein, (ii) Licensor owns or has the right to license all intellectual property rights subsisting in the Content and necessary to enable Licensee to exercise the rights granted hereunder, (iii) the Content or portions thereof do not infringe the intellectual property rights of any third parties.
REPRESENTATION AND WARRANTIES OF LICENSOR
