Additional Representations of Licensor Sample Clauses

Additional Representations of Licensor. (a) Licensor has no knowledge that any issued patents that are part of Licensor Patent Rights are invalid or unenforceable. (b) Licensor has no knowledge of any claims, judgments or settlements against Licensor pending, or threatened, that invalidate or seek to invalidate the Licensor Patent Rights. Licensor has no knowledge of any pending litigation against Licensor or any Affiliate of Licensor or any licensor of Licensor that alleges that any of Licensor’s activities have violated or Licensed Products would violate, any of the intellectual property rights of any third party (nor has it received any written communication threatening such litigation). (c) Licensor has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the Licensor Patent Rights or the Licensor Intellectual Property in a manner inconsistent with the terms hereof. There is no agreement to which Licensor is a party and by which it is bound that would conflict with or be breached by Licensor granting RTI the licenses in Section 1.1(a). (d) Licensor is the sole and exclusive owner of the Licensor Patent Rights and the Licensor Intellectual Property and no other Person has any claim of ownership with respect to such Licensor Patent Rights and Licensor Intellectual Property. Licensor has the right to grant the license granted to RTI under Section 1.1 on the terms set forth herein, and such license does not conflict with the terms of any of the existing licenses to which Licensor is a party. (e) Licensor has obtained the assignment of all interests and all rights of any and all third parties (including employees) involved in the creation of the Licensor Patent Rights and the Licensor Intellectual Property. (f) Licensor has no knowledge of any use, infringement or misappropriation of the Licensor Patent Rights or the Licensor Intellectual Property in derogation of the rights granted to RTI in this Agreement.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Additional Representations of Licensor. Except as set forth in the Schedule of Exceptions, Licensor further represents and warrants to Licensee, as of the Execution Date, and covenants, as follows: 10.2.1 All Licensor Patents existing as of the Execution Date in the Licensee Territory are listed on Schedule 10.2.1 (such Patents listed on Schedule 10.2.1, the “Existing Patents”). To Licensor’s Knowledge, no issued patents included in the Licensor Patents existing as of the Execution Date are invalid or unenforceable. 10.2.2 There are no claims, judgments, or settlements against, or amounts with respect thereto, owed by Licensor or any of its Affiliates relating to the Existing Regulatory Documentation, the Licensor Patents existing as of the Execution Date, or the Licensor Know-How existing as of the Execution Date. No claim or litigation has been brought or threatened by any Person alleging, and Licensor has no Knowledge of any claim, whether or not asserted, that (i) any issued patents included in the Licensor Patents existing as of the Execution Date are invalid or unenforceable, or (ii) the Existing Regulatory Documentation, the Existing Patents, or the Licensor Know-How, or the disclosing, copying, making, assigning, or licensing of the Existing Regulatory Documentation, the Existing Patents, or the Licensor Know-How, or the Development or Commercialization of the Licensed Products containing the Initial Licensed Compound as contemplated herein as of the Execution Date, violates or infringes, or would violate or infringe any intellectual property or proprietary right of any Person existing as of the Execution Date. 10.2.3 Licensor is (i) the sole and exclusive owner of the Existing Patents listed on Schedule 10.2.1, Part A (the “Owned Patents”) and the Licensor Know-How and (ii) except for rights of the U.S. government and rights reserved by Dartmouth and UT, the sole and exclusive licensee of the Existing Patents listed on Schedule 10.2.1, Part B (the “In-Licensed Patents”), in each case ((i) and (ii)) free of any lien or claim of ownership by any Third Party and of any material encumbrance other than, in the case of the Licensor Know-How, the rights granted to Kyowa under the Kyowa Agreement. Licensor is entitled to grant the licenses specified herein. The Owned Patents and In-Licensed Patents constitute all of the Existing Patents. 10.2.4 To Licensor’s Knowledge, Licensor has the right to use all Licensor Know-How and Licensor Patents existing as of the Execution Date that are necessary t...
Sample 1
Additional Representations of Licensor. Except as set forth in the Schedule of Exceptions, Licensor further represents and warrants to Licensee, as of the Execution Date, and covenants, as follows:
Sample 1
Additional Representations of Licensor. LICENSOR hereby represents and warrants to LICENSEE that LICENSOR has the right to grant the License to LICENSEE pursuant to Section 2.1.
Sample 1
Additional Representations of Licensor. LICENSOR further represents and warrants to TG, as of the Effective Date, as follows:
Sample 1

Related to Additional Representations of Licensor

  • Additional Representations Section 3 is hereby amended by adding the following additional subsections:

  • Additional Representations and Covenants of the Distributor The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Distributor in accordance with all requisite action and constitutes a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) It is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA; (5) It: (i) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; (ii) undertakes to carry out its AML Program to the best of its ability; (iii) will promptly notify the Trust and the Advisor if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency; and (vi) will promptly remedy any material deficiency of which it learns; and (6) In connection with all matters relating to this Agreement, it will comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations.

  • Additional Representations, Warranties and Covenants With respect to each of its Accounts, Borrower represents, warrants and covenants unto Agent and Lenders that: (A) they are and shall be genuine, in all respects what they purport to be and are not evidenced by a judgment; (B) they represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in the invoices and other documents delivered to Agent with respect thereto; (C) the amounts thereof, which may be shown on any invoices and statements delivered to Agent with respect thereto, are and shall be actually and absolutely owing to Borrower and are not contingent for any reason; (D) no payments have been or shall be made thereon except payments delivered to Borrower in the ordinary course of business; (E) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made and will not make any agreement with any Account Debtor for any deduction therefrom, except regular discounts allowed by Borrower in the ordinary course of its respective businesses for prompt payment; (F) there are no facts, events or occurrences known to Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (G) to Borrower’s knowledge, all Account Debtors have the capacity to contract and are solvent; (H) the services furnished or Goods sold giving rise thereto are not subject to any Lien, except the security interest and Liens of Agent and Lenders; (I) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (J) Borrower has no knowledge of any proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial condition.

  • Additional Representations and Warranties (A) Each Receivable is being serviced by TMCC as of the Closing Date; (B) as of the Cutoff Date, each Receivable is secured by a new or used car, crossover utility vehicles, light-duty truck or sport utility vehicle; (C) no Receivable was more than 29 days past due as of the Cutoff Date; and (D) as of the Cutoff Date, no Receivable was noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding.

  • Survival of Representations, Warranties and Agreements; Third Party Beneficiary Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the Shares and Warrants being purchased and the payment therefor. The Placement Agent shall be a third party beneficiary with respect to the representations, warranties and agreements of the Investor in Section 4 hereof.

  • GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

  • Representations and Warranties of Licensor Licensor hereby represents and warrants to Licensee as follows:

  • Additional Representation Section 3 is amended by the addition at the end thereof of the following additional representations (provided that the representation in Section 3(h) will be made by Party A only):

  • Representations and Warranties of Licensee Licensee hereby represents and warrants to Licensor as follows:

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!