Intellectual Property Warranties. The Contractor warrants that: the Contractor owns all Intellectual Property Rights in the Project Documents or, to the extent that it does not, is entitled to grant the assignments and licences contemplated by the Contract; use by the Commonwealth or any sublicensee or subsublicensee of the Project Documents in accordance with the Contract will not infringe the rights (including Intellectual Property Rights and Moral Rights) of any third party; neither the Commonwealth nor any sublicensee or subsublicensee is liable to pay any third party any licence or other fee in respect of the use of the Project Documents, whether by reason of Intellectual Property Rights or Moral Rights of that third party or otherwise; and the use by the Commonwealth or by any sublicensee or subsublicensee of the Project Documents in accordance with the Contract will not breach any laws (including any laws in respect of Intellectual Property Rights and Moral Rights).
Intellectual Property Warranties. The Consultant warrants that: the Consultant owns all Intellectual Property Rights in the Consultant Material or, to the extent that it does not, is entitled to grant the assignments and licences contemplated by this Contract; use by the Commonwealth or any sublicensee or subsublicensee of the Consultant Material in accordance with this Contract will not infringe the rights (including Intellectual Property Rights and Moral Rights) of any third party; neither the Commonwealth nor any sublicensee or subsublicensee is liable to pay any third party any licence or other fee in respect of the use of the Consultant Material, whether by reason of Intellectual Property Rights or Moral Rights of that third party or otherwise; and the use by the Commonwealth or by any sublicense or subsublicensee of the Consultant Material in accordance with this Contract will not breach any laws (including any laws in respect of Intellectual Property Rights and Moral Rights).
Intellectual Property Warranties. 5.9.1. Client warrants that the use by UST and/or any Personnel of any and all materials as furnished by Client to UST under this Agreement and/or any SOW will not violate or conflict with any IPR of any third parties including, but not limited to, copyrights, patents and trademarks. If Personnel perform code renovation services, Client warrants that it is authorized to permit UST and Personnel to use all relevant code for the purposes of performing Services. Client agrees to indemnify and hold harmless UST and its Affiliates and each of their directors, officers, agents, contractors and employees, including Personnel, against any and all costs, losses, liabilities, expenses and judgments incurred, including but not limited to reasonable attorneys’ fees and court costs (collectively, “Losses”), resulting from or arising out of any claim, demand, or cause of action brought by a third party based on or arising out of Client’s breach of warranty as set forth in this Section c.
5.9.2. UST warrants that the use by Client of any and all Deliverables furnished to Client by UST under this Agreement will not violate or conflict with any United Kingdom Intellectual Property Rights of any third parties including, but not limited to, copyrights, patents and trademarks, provided that Client or its personnel have not altered such Deliverables; and provided further that this warranty shall not apply to the portion of any Deliverable that constitute materials furnished by Client to UST. UST agrees to indemnify and hold harmless Client, its directors, officers, agents, contractors and employees against any and all Losses, to the extent resulting from or arising out of any claim, demand, or cause of action brought by a third party based on, or arising out of UST’s breach of warranty as set forth in this Section 5.9.2; provided, however, that UST’s obligation shall not extend to Losses that arise out of or result from the negligence, willful misconduct, or breach of this Agreement by Client or Client’s personnel. Further, UST shall have no indemnification obligation under this Section 5.8.2 for any Losses resulting from or arising out of: (a) the combination of the Deliverable by Client with software, hardware, or other material not supplied (or approved in writing) by UST; (b) the modification of any Deliverable by Client, or by UST in compliance with specific written design specifications or instructions provided by Client and required by Client to be followed by UST; (c) ...
Intellectual Property Warranties. Each Party represents, warrants, and undertakes to the other Party that:
14.4.1 To its knowledge and belief, it has all right, title, and interest in and to its Background Intellectual Property (Subject to the Third Party Intellectual Property Rights in the categories of Catapult Background in Clause 11.3); and
14.4.2 it has not done, and will not do nor agree to do during the continuation of this Agreement, anything that would be inconsistent with the exercise by the other Party of the rights granted to it under this Agreement.
Intellectual Property Warranties. 17.1.1 Seidor warrants that no aspect of the provision of the Services or any Seidor Materials will infringe any Intellectual Property Rights of any third party, and Seidor shall, at its cost, defend the Customer against any such claim, provided that in respect of all such claims, the Customer:-
17.1.1.1 gives prompt notice to Xxxxxx of such claim and Xxxxxx has the election to control the defence thereof;
17.1.1.2 takes all reasonable steps to mitigate any loss or liability in respect of the claim; and
17.1.1.3 does not compromise or settle the claim in any way without Seidor prior written consent.
Intellectual Property Warranties. (a) Each of the Parties hereby represents and warrants to the other that (i) it does not Control any Patens that would dominate the Patents licensed to the other Party hereunder, (ii) it is not aware of any claims of a third party which would call into question the rights of such Party in the licensed subject matter or its right to grant the licenses granted to the other Party hereunder, (iii) it has provided the other Party with all information concerning royalty obligations pertinent to the licenses granted to the other Party hereunder; and (iv) it will use commercially reasonable efforts to keep in force any license agreement from which the license or sublicense granted to the other Party under this Agreement is derived to the extent that such license agreement does not provide for a survival of any sublicenses granted by such Party.
(b) Rigel further warrants to CG that as of the Effective Date (i) to the best of its knowledge, Rigel's conduct of the Research, and the manufacture, sale and use of Therapeutic Candidates will not infringe any third party intellectual property rights, and without limiting the foregoing, Rigel warrants that Rigel's conduct of the Research will not infringe any of the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Intellectual Property Warranties. 13.1.1 Subject to clause 16 (Limitations of Liability), the Supplier shall indemnify Customer against all direct losses suffered or incurred by the Customer, arising out of or in connection with any claim that Customer's authorized and unmodified use of the Products and Services as contemplated by the Contract Documents infringes the intellectual property rights of any third-party (an "IP Claim"), provided always that the Customer:-
13.1.1.1 gives prompt notice to the Supplier of such IP Claim and the Supplier has the election to control the defence thereof;
13.1.1.2 takes all reasonable steps to mitigate any loss or liability in respect of the IP Claim; and
13.1.1.3 does not compromise or settle the IP Claim in any way without the Supplier’s prior written consent.
Intellectual Property Warranties. Without limiting its other obligations under this Agreement, the Referrer warrants and undertakes to simPRO:
5.1. To use the Intellectual Property and Marketing Material only for marketing the Products to Referrals;
5.2. Not to use the Intellectual Property or Marketing Material in any manner which might prejudice or would be likely to prejudice simPRO’s rights in and to the Intellectual Property or Marketing Material or which might expose simPRO to any liability or potential liability;
5.3. Not to use the Intellectual Property or Marketing Material in a manner which would represent that the Intellectual Property concerned is Intellectual Property belonging to the Referrer;
5.4. To provide simPRO with any information as to the Referrer’s use of the Intellectual Property and Marketing Material which the Licensor may reasonably require;
5.5. That the Referrer will at all times:
(a) Do all things reasonably necessary to uphold the Intellectual Property Rights that simPRO enjoys in the Intellectual Property and Marketing Material;
(b) Refrain from committing any act that in any way might diminish those rights.
Intellectual Property Warranties. As of the effective date, Prometheus represents and warrants to Proprius as follows:
(a) Prometheus is the sole and exclusive owner, with the right to license or sublicense, of all its right, title and interest in and to the Patent Rights with the right to license to Proprius;
(b) To the best of Prometheus’ knowledge and belief without independent inquiry, the Patent Rights have not been obtained through any fraudulent activity or misrepresentation;
(c) There are no suits, claims or proceedings pending or, expressly threatened in writing, against Prometheus in any court or by or before any governmental body or agency with respect to the Patent Rights or the Prometheus Know-how or the making, having made, using, selling, offering for sale or importing Licensed Products;
(d) To the best of Prometheus’ knowledge without independent inquiry, there are no suits pending or threatened that challenge the validity of any of the patents within Patent Rights, and Prometheus has no actual knowledge of any information or action that may jeopardize the validity, enforcement or ownership of the Patent Rights; and *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(e) Prometheus does not own, control or have rights to any patents or patent applications other than those licensed or sublicensed to Proprius according to the terms of this Agreement, having claims that would restrict Proprius’ making, having made, using, selling, offering for sale or importing Licensed Products as such Licensed Products exist on the Effective Date.
Intellectual Property Warranties. Subject to the provisions set forth in Section 5.4 below, Arthrex warrants that, solely from its provision of Product Specifications, if any, the manufacture, use or sale of any Product manufactured by Bovie will not constitute or create an infringement of any United States or non-United States patent, copyright, trademark or other proprietary right or trade secret, be it registered or otherwise, arising under federal, state or other law and/or regulation.
