VALIDITY AND INFRINGEMENT Sample Clauses

VALIDITY AND INFRINGEMENT. 7.1 In the event that a Valid Claim of the patent included in Assignor Patent Rights is finally held to be invalid or limited in scope by a court of competent jurisdiction from which appeal can no longer be taken, ASSIGNEE from the date of entry of the decision of such Court, shall be permanently relieved to the extent of such holding of invalidity or limitation of scope as to the obligation to pay accrued royalties on the Assigned Product in accordance with Paragraph 3.2 of Article III, provided that such Assigned Product is not covered by another Valid Claim on one or more patents coming with Assignor Patent Rights assigned hereunder which have not been held to be invalid or limited in scope as provided herein.
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VALIDITY AND INFRINGEMENT. As of the Effective Date, Ista is not aware of any prior act or any fact which would cause it to conclude that any Licensed Patent is invalid or unenforceable, PROVIDED HOWEVER, THAT ISTA EXPRESSLY DOES NOT WARRANT THAT ANY ISTA PATENT IS VALID OR ENFORCEABLE.
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VALIDITY AND INFRINGEMENT. CNSI makes no representation or warranty as to the validity of any of its patents and applications which are included in the CNSI Patent Rights, or as to the non-infringement of any Third Party patent(s) by the manufacture, use or sale of compounds or products or the practice of any processes or methods covered by the CNSI Patent Rights by CNSI, its Affiliates or licensees. However, CNSI does represent and warrant that as of the date hereof: (i) it is unaware of any publications or activities-including, without limitation, patents, articles, and public uses or sales, by it or others, which would or might invalidate any claim(s) of any patent or patent application included in the CNSI Patent Rights, (ii) it has not conducted, or has not commissioned the conducting of, any formal or informal infringement or validity studies regarding any patent or patent application included in the CNSI Patent Rights that it has not fully disclosed in writing to Allergan prior to the date hereof; (iii) it has disclosed to Allergan any Third Party patent(s) of which it is aware that might be infringed by the manufacture, use or sale of any compounds or products or the practice of any methods or processes covered by the CNSI Patent Rights by Allergan, its Affiliates or sublicensees, (iv) it does not have any outstanding and unresolved claim or accusation that any compounds or products manufactured, used or sold by CNSI or any methods or process practiced by CNSI which are included in the rights granted to Allergan in this Agreement or will be used by CNSI on carrying out its obligations under this Agreement infringes or may infringe any Third Party patent(s), and (v) it does not own or license any patents or patent applications not included in the CNSI Patent Rights which would be infringed by the manufacture, use or sale of any compounds or products or the practice of any methods or processes covered by the CNSI Patent Rights or included in the CNSI Technology by Allergan, its Affiliates or sublicensees.
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VALIDITY AND INFRINGEMENT. 6.2.1 So far as the Seller is aware, all the registered Group IPRs are subsisting and no outstanding notice to terminate any Group IP Agreement has been served by or on any Group Company.
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VALIDITY AND INFRINGEMENT. 6.1 ATx hereby releases LPC from any and all claims of ATx under the Licensed Patent(s) for damages, royalties, or profits, for any infringement such as by the use, sale, or manufacture of Licensed Product(s) prior to the date of this Agreement. ATx also releases the direct and indirect vendees of LPC from any and all claims of ATx, under the Licensed Patent(s) for such damages, royalties, or profits for infringement such as by the use or resale of any such items prior to the date of this Agreement.
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VALIDITY AND INFRINGEMENT. (a) SHARP represents and warrants to UTSTARCOM and HUTS that the KNOW-HOW and INTELLECTUAL PROPERTY RIGHTS are the original work of SHARP in each and all aspects.
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VALIDITY AND INFRINGEMENT. Third Wave represents and warrants, that as of the Effective Date and to the best of its knowledge, the patents which are included in the Third Wave Patent Rights are valid, and that the manufacture, use or sale of Products or the practice of any processes or methods covered by the Third Wave Patent Rights by Third Wave, its Affiliates or licensees do not infringe any third party patents. Third Wave also represents and warrants that as of the date hereof: (i) it is unaware of any publications or activities including, without limitation, patents, articles and public uses or sales, by it or others, which would or might invalidate any claim(s) of any patent or patent application included in the Third Wave Patent Rights; (ii) it has not conducted, or has not commissioned the conducting of, any formal infringement or validity studies regarding any patent included in the Third Wave Patent Rights that it has not fully disclosed in writing to Endogen prior to the Effective Date; (iii) it has disclosed to Endogen any third party patent(s) of which it is aware that might be infringed by the manufacture, use or sale of any compounds or products or the practice of any methods or processes covered by the Third Wave Patent Rights by Endogen, or its Affiliates, or sublicensees; (iv) it does not have any outstanding or unresolved claim or accusation that any compounds or products manufactured, used or sold by Third Wave or any methods or processes practiced by Third Wave which are included in the rights granted to Endogen in this Agreement or will be used by Third Wave in carrying out its obligations under this Agreement infringes any third party patent(s); and (v) it does not own or license any patents or patent applications not included in the Third Wave Patent Rights which would be infringed by the manufacture, use or sale of any Products in accordance with this Agreement.
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VALIDITY AND INFRINGEMENT. (a) NEC shall promptly notify Precision of any and all infringements, imitations or illegal use of the Intellectual Property Rights and of any statements or action made or done by any person, firm or corporation disputing or impairing NEC's and/or Precision's interest in and title to any of the Intellectual Property Rights.
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VALIDITY AND INFRINGEMENT. (a) NEI shall have no right to apply for registration of any intellectual property rights in the Territory or any other country with regard to the Know-how and other technical information made available or furnished by NEC hereunder, or to apply itself as the registered licensee or user of any of the Intellectual Property Rights.
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Related to VALIDITY AND INFRINGEMENT

  • Validity and Binding Nature Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

  • Validity and Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

  • Validity of Liens The Security Documents shall be effective to create in favor of the Agent a legal, valid and enforceable first (except for Permitted Liens entitled to priority under applicable law) security interest in and lien upon the Collateral. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Agent to protect and preserve such security interests shall have been duly effected. The Agent shall have received evidence thereof in form and substance satisfactory to the Agent.

  • Validity of Documents (a) The execution, delivery and performance of this Agreement, the Note, the Pledge Agreement and the other Loan Documents by Borrower and Guarantor and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court, Health Care Authority or Governmental Authority, any license, certificate or other approval required for the Mortgage Borrower to operate each Individual Property or any portion thereof, any applicable organizational documents, or any applicable indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any authorization or license from, or any filing with, any Governmental Authority or Health Care Authority, (b) this Agreement, the Note, the Pledge Agreement and the other Loan Documents have been duly executed and delivered by Borrower and Guarantor and (c) this Agreement, the Note, the Pledge Agreement and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and Guarantor. The Loan Documents are not subject to any right of rescission, setoff, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor Guarantor has asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents.

  • Invalidity and Waiver If any portion of this Agreement is held invalid or inoperative, then so far as is reasonable and possible the remainder of this Agreement shall be deemed valid and operative, and, to the greatest extent legally possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The failure by either party to enforce against the other any term or provision of this Agreement shall not be deemed to be a waiver of such party’s right to enforce against the other party the same or any other such term or provision in the future.

  • Validity; Severability If any provision of this Agreement or the application of any provision is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal. To the extent any provisions held to be invalid, unenforceable or otherwise illegal cannot be reformed, such provisions are to be stricken herefrom and the remainder of this Agreement will be binding on the parties and their successors and assigns as if such invalid or illegal provisions were never included in this Agreement from the first instance.

  • VALIDITY OF RECEIPT This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall have been (i) executed by the Depositary by the manual signature of a duly authorized officer of the Depositary or (ii) executed by the facsimile signature of a duly authorized officer of the Depositary and countersigned by the manual signature of a duly authorized signatory of the Depositary or the Registrar or a co-registrar.

  • Validity and Binding Effect This Agreement has been duly and validly executed and delivered by each Loan Party, and each other Loan Document which any Loan Party is required to execute and deliver on or after the date hereof will have been duly executed and delivered by such Loan Party on the required date of delivery of such Loan Document. This Agreement and each other Loan Document constitutes, or will constitute, legal, valid and binding obligations of each Loan Party which is or will be a party thereto on and after its date of delivery thereof, enforceable against such Loan Party in accordance with its terms, except to the extent that enforceability of any of such Loan Document may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of creditors’ rights generally or limiting the right of specific performance.

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