Representations and Warranties of Licensor Sample Clauses
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 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. (a) Licensor represents and warrants that Licensee is a limited liability company duly organized and validly existing and in good standing under the laws of California, that the execution and performance of the Agreement have been duly authorized and that this Agreement will constitute a valid and binding obligation of Licensor. Licensor further represents and warrants that the execution and performance of this Agreement by Licensor will not violate the terms of any other contract or arrangement to which Licensor is a party or by which it is bound, and will not violate any applicable law, statute, treaty or regulation.
(b) Licensor represents and warrants to Licensee that Licensor has the right to grant the licenses and rights granted herein and that, to Licensor's best knowledge, the System does not infringe any copyright, service xxxx, trademark, patent, trade secret or other proprietary right of any third party and that no claim has been made or is pending against Licensor relative to the System alleging infringement or misappropriation of any intellectual property right.
(c) THE WARRANTIES OF LICENSOR CONTAINED IN THIS PARAGRAPH 10.2 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSOR DOES NOT GUARANTY THE COMPLETENESS OR ACCURACY OF THE SYSTEM OR ANY INFORMATION OR OTHER RESULTS GENERATED BY THE SYSTEM.
(d) Licensor shall defend any action brought against Licensee to the extent such action is based on a claim that the use of the System directly infringes any service xxxx, trademark, copyright or patent of a third party (an "Infringement Action"), and Licensor shall pay any and all costs, expenses and damages awarded against Licensee in any Infringement Action provided that (i) Licensor's obligation hereunder are expressly conditioned on prompt notification from Licensee of any threat or claim of any Infringement Action (and all claims relating thereto); (ii) Licensor shall have sole control of the defense and all negotiations, settlement or compromise of any Infringement Action, and Licensee shall compensate with Licensor in such defense, and (iii) Licensor shall not be obligated hereunder to the extent that any such Infringement Action is based on any modification or alteration made by Licensee to the System or any element or part thereof. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENS...
Representations and Warranties of Licensor. Each Licensor represents and warrants to BMS that:
(a) it has the full right, power, and corporate authority to enter into this Agreement and to make the covenants and grant the rights and licenses set forth in this Agreement, and that this Agreement is enforceable against it in accordance with its terms;
(b) UM and the Navy are the joint owners of all right, title, and interest in and to U.S. Patent No. 6,685,941;
(c) Repligen is the exclusive licensee with respect to Xxxxxxxx Patent Rights and Licensors jointly have the full legal right, power and ability to extend the rights and grant the exclusive licenses in, to and for the Xxxxxxxx Patent Rights to BMS as set forth in this Agreement;
(d) Licensor is not a party to any agreement or other binding commitment or obligation of any kind, the terms of which (i) conflict with the covenants and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or (ii) derogates from the rights granted by Licensor to BMS in this Agreement or the ability of Licensor to perform its covenants and obligations under this Agreement;
(e) except for the exclusive license granted by UM to Repligen, and the rights of HHMI under Section 2.2 of the License Agreement dated July 24, 2000 between Repligen and UM, as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from UM with respect to the Xxxxxxxx Patent Rights;
(f) as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from Repligen with respect to the Xxxxxxxx Patent Rights,
(g) it will not after the Effective Date enter into any agreements, contracts or other arrangements, or relinquish any rights, that would be inconsistent with or in conflict with or in derogation of BMS’s rights and licenses under this Agreement or Licensor’s obligations under this Agreement, except as provided in Section 8.1 and without limiting Section 8.2;
(h) Xxxxx X. Xxxxxxxx (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to UM;
(i) Xxxx X. June (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary of the Navy and/or UM;
(j) Repligen and/or UM has entered into enforceable written agreement(s) with the Na...
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee as follows:
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 represents and warrants to Licensee as of the Effective Date:
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. 7.1 Licensor hereby agrees, warrants and represents as follows:
(a) Subject to Section 1.4 hereof Licensor is free to enter into and fully perform this Agreement;
(b) Licensor has or will have the right to grant to Licensee the broadcast rights to the Accepted Programs in the Territory set forth in this Agreement, including but not limited to the necessary literary, artistic, technological and intellectual property rights and has secured or will secure all necessary written consents, permissions and approvals for incorporation into such Programs of the names, trademarks, likenesses and/or biographies of all persons, firms, products, companies and organizations depicted or displayed in such Programs, and any preexisting film or video footage produced by third parties;
(c) There are no and will not be any pending claims, liens, charges, restrictions or encumbrances on the Accepted Programs that conflict with the broadcast rights granted hereunder to such Programs in the Territory;
(d) Licensor has paid or will pay all compensation, residuals, reuse fees, synchronization royalties, and other payments which must be made in connection with the Accepted Programs and in connection with exploitation of the rights herein granted to Licensee to any third parties including, but not limited to, musicians, directors, writers, producers, announcers, publishers, composers, on-camera and off-camera performers and other persons who participated in production of such Programs, and to any applicable unions, guilds or other labor organizations; PROVIDED, HOWEVER, that Licensor has not acquired performing rights for performance in the Territory of the music contained in such Programs, which rights shall be obtained by Licensee; PROVIDED, FURTHER, however, that Licensor warrants and represents that all music is available for licensing through ASCAP, BMI or SESAC (or any successor or similar entity in the United States) or is in the public domain or is owned or controlled by Licensor to the extent necessary to permit broadcasts hereunder in the Territory and no additional clearance or payment is required for such broadcast;
(e) The main and end titles of the Accepted Programs and all publicity, promotion, advertising and packaging information and materials supplied by Licensor will contain all necessary and proper credits for the actors, directors, writers and all other persons appearing in or connected with the production of such Programs who are entitled to receive credit and ...
Representations and Warranties of Licensor. Licensor represents and warrants to Licensee that,
(a) The License granted hereunder does not infringe any patent, trade secret or other property or proprietary rights of any third party. Licensor is the exclusive owner of all Know-how licensed hereunder and shall use its best efforts to prosecute its pending patent application to completion, and to protect all trade secrets and other intellectual property. Licensor has not granted a license to the Brands or Products to any other party in the Territory.
(b) All proceeds received from Licensee under this license will be applied by Licensor first to satisfy all legal obligations to employees and government instrumentalities, and next to trade creditors, prior to any payments to shareholders for interest on debt, repayment of debt principal, or dividends or other distribution in respect of Licensor stock.
(c) Licensor has good title to the Products to be sold to Licensee and its customers hereunder, and such inventory and equipment is, and at the time of conveyance to Licensee or its customers, as the case may be, shall be, free and clear of all liens or encumbrances.
(d) Licensor has full authority to execute and to perform this Agreement in accordance with its terms; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not and will not conflict with, result in a breach, violation or default or give rise to an event which, with the giving of notice or after the passage of time, or both, would conflict with or result in a breach, violation or default of any of the terms or provisions or of any indenture, agreement, judgment, decree or other instrument or restriction to which Licensor is a party or by which Licensor may be bound or affected; and no further authorization or approval, whether of governmental bodies or otherwise, is necessary in order to enable Licensor to enter into and perform the same.
(e) This Agreement constitutes a valid and binding obligation enforceable against Licensor in accordance with its terms.
Representations and Warranties of Licensor. As an inducement to, and to obtain the reliance of LICENSEE, LICENSOR represents and warrants as follows: