Common use of Depositor's Representations Clause in Contracts

Depositor's Representations. During the term of this Agreement, Depositor represents as follows: a. Depositor lawfully possesses all of the Deposit Materials deposited with DSI; b. With respect to all of the Deposit Materials and any materials provided solely for verification pursuant to Section 1.5 of the Agreement (“Test Materials”), Depositor has the right and authority to grant to DSI and Preferred Beneficiary the rights as provided in this Agreement, provided further that DSI’s or its independent contractor’s use of any Deposit Materials or Test Materials, pursuant to Section 1.5 of this Agreement, is lawful and does not violate the rights of any third parties; c. As of the effective date of this Agreement, the Deposit Materials are not the subject of any specific liens or encumbrances, however, any liens or encumbrances made after the execution of this Agreement will not prohibit, limit, or alter the rights and obligations of DSI under this Agreement; d. The Deposit Materials consist of the proprietary technology and other materials identified either in the Internet Services Agreement, Exhibit A, or Exhibit B, as the case may be; and e. The Deposit Materials are readable and useable in their current form or, if any portion of the Deposit Materials is encrypted, the decryption tools and decryption keys have also been deposited.

Appears in 5 contracts

Samples: Internet Services Agreement (Local Matters Inc.), Internet Services Agreement (Local Matters Inc.), Internet Services Agreement (Local Matters Inc.)

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Depositor's Representations. During the term of this Agreement, Depositor represents as follows: a. Depositor lawfully possesses all of the Deposit Materials deposited with DSI; b. With respect to all of the Deposit Materials and any materials provided solely for verification verification, pursuant to Section 1.5 1.6 of the Agreement (“Test Materials”), ) Depositor has the right and authority to grant to DSI and Preferred Beneficiary the rights as provided in this Agreement, provided further that DSI’s or its independent contractor’s use of any Deposit Materials or Test Materials, pursuant to Section 1.5 1.6 of this Agreement, is lawful and does not violate the rights of any third parties; c. As of the effective date of this Agreement, the Deposit Materials are not the subject of any specific liens or encumbrances, however, any liens or encumbrances made after the execution of this Agreement will not prohibit, limit, or alter the rights and obligations of DSI under this Agreement; d. The Deposit Materials consist of the proprietary technology and other materials identified either in the Internet Services License Agreement, Exhibit A, or Exhibit B, as the case may be; and e. The Deposit Materials are readable and useable in their current form or, if any portion of the Deposit Materials is encrypted, the decryption tools and decryption keys have also been deposited.

Appears in 1 contract

Samples: Information Technology Services Agreement (Unitedhealth Group Inc)

Depositor's Representations. During the term of this Agreement, Depositor represents as follows: a. Depositor lawfully possesses all of the Deposit Materials deposited with DSIIMIPM; b. With respect to all of the Deposit Materials and any materials provided solely for verification verification, pursuant to Section 1.5 of the Agreement (“Test Materials”), ) Depositor has the right and authority to grant to DSI IMIPM and Preferred Beneficiary the rights as provided in this Agreement, provided further that DSIIMIPM’s or its independent contractor’s use of any Deposit Materials or Test Materials, pursuant to Section 1.5 of this Agreement, is lawful and does not violate the rights of any third parties; c. As of the effective date of this Agreement, the Deposit Materials are not the subject of any specific liens or encumbrances, however, any liens or encumbrances made after the execution of this Agreement will not prohibit, limit, or alter the rights and obligations of DSI IMIPM under this Agreement; d. The Deposit Materials consist of the proprietary technology and other materials identified either in the Internet Services License Agreement, Exhibit A, or Exhibit B, as the case may be; and e. The Deposit Materials are readable and useable in their current form or, if any portion of the Deposit Materials is encrypted, the decryption tools and decryption keys have also been deposited.

Appears in 1 contract

Samples: Escrow Agreement

Depositor's Representations. During the term of this Agreement, Depositor represents as follows: a. Depositor lawfully possesses all of the Deposit Materials deposited with DSI; b. With respect to all of the Deposit Materials and any materials provided solely for verification verification, pursuant to Section 1.5 of the Agreement ("Test Materials”), ") Depositor has the right and authority to grant to DSI and Preferred Beneficiary the rights as provided in this Agreement, provided further that DSI’s 's or its independent contractor’s 's use of any Deposit Materials or Test Materials, pursuant to Section 1.5 of this Agreement, is lawful and does not violate the rights of any third parties; c. As of the effective date of this Agreement, the Deposit Materials are not the subject of any specific liens or encumbrances, however, any liens or encumbrances made after the execution of this Agreement will not prohibit, limit, or alter the rights and obligations of DSI under this Agreement; d. The Deposit Materials consist of the proprietary technology and other materials identified either in the Internet Services License Agreement, Exhibit A, or Exhibit B, as the case may be; and e. The Deposit Materials are readable and useable in their current form or, if any portion of the Deposit Materials is encrypted, the decryption tools and decryption keys have also been deposited.

Appears in 1 contract

Samples: Assignment Agreement (Network 1 Security Solutions Inc)

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Depositor's Representations. During the term of this Agreement, Depositor represents as follows: a. Depositor lawfully possesses all of the Deposit Materials deposited with DSI; b. With respect to all of the Deposit Materials and any materials provided solely for verification verification, pursuant to Section 1.5 of the Agreement (“Test Materials”), ) Depositor has the right and authority to grant to DSI and Preferred Beneficiary the rights as provided in this Agreement, provided further that DSI’s or its independent contractor’s use of any Deposit Materials or Test Materials, pursuant to Section 1.5 of this Agreement, is lawful and does not violate the rights of any third parties; c. As of the effective date of this Agreement, the Deposit Materials are not the subject of any specific liens or encumbrances, however, any liens or encumbrances made after the execution of this Agreement will not prohibit, limit, or alter the rights and obligations of DSI under this Agreement; d. The Deposit Materials consist of the proprietary technology and other materials identified either in the Internet Services License Agreement, Exhibit A, or Exhibit B, as the case may be; and e. The Deposit Materials are readable and useable in their current form or, if any portion of the Deposit Materials is encrypted, the decryption tools and decryption keys have also been deposited.

Appears in 1 contract

Samples: Master Services Agreement (Synacor, Inc.)

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