Representations and Warranties of Licensor Clause Samples
The "Representations and Warranties of Licensor" clause sets out the specific assurances and factual statements that the licensor makes to the licensee regarding the subject matter of the agreement. Typically, this clause covers aspects such as the licensor's ownership of the intellectual property, the validity of the rights being licensed, and the absence of any known infringements or legal disputes. By providing these representations and warranties, the clause helps ensure that the licensee can rely on the licensor's claims, thereby allocating risk and reducing the likelihood of future disputes over the legitimacy or scope of the licensed rights.
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Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee as follows:
Representations and Warranties of Licensor. Licensor represents and warrants to the Licensees:
(a) Licensor (i) is a corporation duly organized, validly existing and in good standing under the laws of its incorporating jurisdiction, and (ii) has all requisite corporate power and authority to enter into this Agreement.
(b) This Agreement is a valid and binding obligation of Licensor enforceable in accordance with its terms.
(c) Licensor owns or otherwise has the right to permit the licensing of the Licensor Technology and the Selected Non-Ethanol Technology (as to the applicable Licensee) as contemplated under this Agreement and the exhibits hereto (including the intellectual property rights embodied therein), and the Licensor Technology and the Selected Non-Ethanol Technology (as to the applicable Licensee), and the use thereof as contemplated in this Agreement do not violate or infringe the intellectual property or proprietary rights of any third party; provided that each Licensee’s sole remedy for any breach of this Section 8.2(c) is infringement indemnification pursuant to Section 9.2.
(d) As of the Effective Date, to Licensor’s actual knowledge: (i) there are no pending third party patent applications which, if issued, would cover any of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); (ii) there are no facts or circumstances which would adversely affect the commercial utility of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); and (iii) no claims or proceedings against Licensor relating to the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee) have been threatened against Licensor. There are no such claims or proceedings pending against Licensor.
Representations and Warranties of Licensor. Licensor represents and warrants to Licensee as follows:
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor has the power and authority to enter into and perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; (ii) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has not and will not enter into any agreement that would prevent it from performing or would violate any of obligations hereunder; (iii) Licensor is the author and creator of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has...
Representations and Warranties of Licensor. Licensor represents and warrants to Licensee as follows:
a. Licensor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own, lease and operate its property and to carry on its business as now being conducted.
b. Licensor has full power and authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly authorized by all necessary corporate action of Licensor. This Agreement has been duly executed and delivered by Licensor and, assuming this Agreement is duly executed and delivered by Licensee, constitutes a valid and legally binding obligation of Licensor enforceable against Licensor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to or affecting creditors’ rights generally, or the availability of equitable remedies.
c. The execution and delivery by Licensor of this Agreement do not, and compliance by Licensor with the provisions of this Agreement will not, conflict with or result in a breach or default under any of the terms, conditions, or provisions of any contract to which Licensor is a party or otherwise bound.
d. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, CONSULTANTS AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF THE CLAIMS OF ANY PATENTS ON THE TECHNOLOGY ISSUED OR PENDING, OR FREEDOM OF A PRODUCT THAT EMBODIES TECHNOLOGY FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL LICENSOR, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. LICENSOR REPRESENTS AND WARRANTS IN RESPECT TO THE PATENT RIGHTS HAT IT HAS LEGAL RIGHT TO EXTEND THE RIGHTS TO LICENSEE, AND THAT IT HAS NOT MADE AND WILL NOT MAKE ANY COMMITMENTS TO OTHERS INCONSISTENT WIT...
Representations and Warranties of Licensor. Licensor represents and warrants to Licensee as of the Effective Date:
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Symphony Dynamo, that, as of the Closing Date:
(a) Licensor is the exclusive owner of all right, title, and interest in and to (i) all Licensed Patent Rights listed in Annex B and not identified as jointly owned or licensed from a third party and (ii) the Regulatory Files;
(b) Licensor has sufficient rights to grant the licenses granted hereunder and the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Symphony Dynamo hereunder;
(c) To the Knowledge of Licensor, no third party is engaging in any activity that infringes or misappropriates the Licensed Intellectual Property;
(d) No element of the Licensed Intellectual Property has been adjudged invalid or unenforceable in whole or part, and to the Knowledge of Licensor, the issued patents within the Licensed Intellectual Property are valid and enforceable;
(e) To the Knowledge of Licensor, except as set forth on the Closing Certificate for Section 5.1(e), no actions or claims have been asserted, are pending or have been threatened, against Licensor in writing alleging that the manufacture, use or sale of ISSs or the Products misappropriates or infringes the intellectual property rights of any third party; and
(f) To the Knowledge of Licensor, except as set forth on the Closing Certificate for Section 5.1(f), the manufacture, use or sale of ISSs or Products by Symphony Dynamo (or its sublicensees) in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights of any third party.
(g) [ * ]
Representations and Warranties of Licensor. Except as provided for or otherwise described in this Agreement, Licensor represents and warrants to Licensee as follows:
7.1.1 As of the Effective Date, Licensor is the owner of all Patent Rights and Technical Information licensed in this Agreement in existence as of the Effective Date.
7.1.2 As of the Effective Date, Licensor has all requisite power and authority to enter into and execute this Agreement, to grant the licenses provided herein and to perform its obligations hereunder.
7.1.3 This Agreement constitutes a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms.
7.1.4 Licensor has not entered into any agreement with third parties that would conflict with the terms and conditions herein. Neither the execution and delivery of this Agreement nor the performance by Licensor of any of its obligations hereunder will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of Licensor, as amended.
7.1.5 No royalties or fees have been paid by Licensor to other persons by reason of its ownership of the Patent Rights or Technical Information.
7.1.6 As of the Effective Date there is no pending or, to the actual knowledge of Licensor, threatened claim, litigation or rendered decision, judgment or holding against Licensor concerning: (i) any claims of ownership by Licensor to any of the Patent Rights or Technical Information; (ii) the validity, registrability or enforceability of any intellectual property rights of Licensor associated with any of the Patent Rights or Technical Information; (iii) the license of any Patent Rights or Technical Information to Licensee; or (iv) that the Commercial manufacture, use or sale of any Licensed Product violates the intellectual property rights of any other person.
7.1.7 The documentation relating to the Technical Information to be transferred and disclosed by Licensor to Licensee pursuant to this Agreement will constitute actual Technical Information used by Licensee prior to the Effective Date.
Representations and Warranties of Licensor. Licensor hereby ------------------------------------------ represents and warrants to Licensee that:
8.1.1 Licensor is the sole owner of the Licensed Material, the Existing Copyright Registrations and the Existing Trademark Registrations, and, except as expressly set forth in this Agreement, has not sold, transferred, assigned or otherwise disposed of, directly or indirectly, by operation of law or otherwise, any of the Licensed Material, any of the Existing Copyright Registrations, or any of the Existing Trademark Registrations, or any interest therein, to any Person other than Licensee hereunder. To the best of Licensor's knowledge, no Person has made any claim or filed any protest or filed any action, suit or proceeding challenging Licensor's exclusive ownership rights and interests in and to the Licensed Material, the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.2 Licensor is not aware of any rights of third parties that would be infringed by manufacturing, using or selling the Licensed Material or by any of the Existing Copyright Registrations or by any of the Existing Trademark Registrations.
8.1.3 Licensor is not aware that any third parties in any way infringing the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.4 Licensor is not aware of any action, suit, proceeding or other claim pending or threatened against Licensor or any other person, firm or entity, involving or relating to the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. Licensor is not aware of any order, decree or judgment in effect that affects the Licensed Material and/or the ability of Licensor to perform its obligations hereunder.
8.1.5 Licensor is not aware that any aspect of any of the Licensed Material or job-person matching violates any federal or state laws, including equal employment opportunity laws. Licensor is not aware that the Licensed Material or the process of job-person matching included therein has had an adverse impact on any group protected by any equal employment opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C Section 2000e et. Seq. and any similar laws of any state. The Licensed Material and the process of job-person matching included therein have been validated in accordance with generally accepted professional practices for construct and criterion related validity. Licens...
Representations and Warranties of Licensor. As of the effective date of this Agreement, Licensor represents and warrants to Licensee as follows: