Licensor Representation Sample Clauses

Licensor Representation. Except for the rights, if any, of the Government as set forth below, Licensor represents and warrants to Licensee that to its knowledge (i) Licensor is the owner of the entire right, title, and interest in and to Licensed Patent Rights (except as specified in Section 1 of the Patent License Agreement for joint owners), (ii) Licensor has the sole right to grant licenses hereunder, and (iii) Licensor has not knowingly granted and will not knowingly grant licenses or other rights under the Licensed Patent Rights that are in conflict with the terms and conditions in the Agreement. To Licensor’s knowledge, the Licensed Patent Rights as defined in Section 1 of the Patent License Agreement name all of the inventors of the inventions claimed therein. Notwithstanding the foregoing, however, Licensor shall not be responsible or liable to Licensee in the event a third party who is not a named inventor as of the Effective Date subsequently claims to be an inventor of any invention within Licensed Patent Rights. If Section 1 of the Patent License Agreement identifies that the Licensed Patent Rights are jointly owned, then Licensor represents that it has authority from the co-owner identified therein to grant the rights specified in the Agreement on behalf of both Licensor and said co-owner. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, LICENSOR MAKES NO REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED.
Sample 1
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Licensor Representation. You represent and warrant that: (i) You have obtained all necessary and applicable rights, releases and permissions from all relevant parties to provide all Your Data to the Terbine Exchange and to grant the rights granted to Terbine in this Agreement and (ii) Your Data and its transfer to, through, or as facilitated by the Terbine Exchange, as authorized by You under this Agreement, do not violate any applicable laws (including without limitation those relating to export control and electronic communications) or rights of any Third Party Data Provider or other third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and (iii) any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable proprietary rights or privacy policies or regulations applicable to the Data. Other than the security obligations expressly set forth in this Agreement, We assume no responsibility or liability for Your Data, and You shall be solely responsible to Third Party Data Providers and any third party for Your Data and the consequences, including liability to any third parties, of transmitting to, storing in, disclosing to, or otherwise using in relation to the Terbine Exchange.
Sample 1
Licensor Representation. (a) Except for the rights, if any, of the Government as set forth below, Licensor represents and warrants to Licensee that to its knowledge (i) Licensor is the owner of the entire right, title, and interest in and to Licensed Patent Rights (except as specified in Section 1 of the Patent License Agreement for joint owners), (ii) Licensor has the sole right to grant licenses hereunder, and (iii) Licensor has not knowingly granted and will not knowingly grant licenses or other rights under the Licensed Patent Rights that are in conflict with the terms and conditions in the Agreement. To Licensor’s knowledge, the Licensed Patent Rights as defined in Section 1 of the Patent License Agreement name all of the inventors of the inventions claimed therein. Notwithstanding the foregoing, however, Licensor shall not be responsible or liable to Licensee in the event a third party who is not a named inventor as of the Effective Date subsequently claims to be an inventor of any invention within Licensed Patent Rights.
Sample 1
Licensor Representation. Licensor represents and warrants to Licensee that as of the Effective Date, Licensor owns or possesses adequate licenses or other rights to use the Licensed Marks and to grant the rights and licenses herein. However, nothing in this Agreement shall be construed as a warranty or representation by Licensor that the Licensed Marks or the Materials are or will be free from infringement of trademarks, copyrights, or other intellectual property of third parties.
Sample 1
Licensor Representation. Licensor represents and warrants to Licensee as follows:
Sample 1

Related to Licensor Representation

  • Licensor Representations LICENSOR represents and warrants, for the benefit of LICENSEE, that:

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Third Party Representations Each of the representations and the warranties made by Guarantor in the other Loan Documents (if any) are true, complete and correct in all material respects.

  • Investor Representations (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

  • Your Representations You represent to the Company that you have read and fully understand this Agreement and the Plan and that your decision to participate in the Plan is completely voluntary. You also acknowledge that you are relying solely on your own advisors regarding the tax consequences of the Award. By signing below, you are agreeing that your electronic signature is the legal equivalent of a manual signature on this Agreement and you are agreeing to all of the terms of this Agreement, as of the Grant Date. Participant signature:

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • Tenant Representation and Warranty Tenant hereby represents and warrants to Landlord that (i) neither Tenant nor any of its legal predecessors has been required by any prior landlord, lender or Governmental Authority at any time to take remedial action in connection with Hazardous Materials contaminating a property which contamination was permitted by Tenant of such predecessor or resulted from Tenant’s or such predecessor’s action or use of the property in question, and (ii) Tenant is not subject to any enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority). If Landlord determines that this representation and warranty was not true as of the date of this lease, Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion.

  • 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:

  • THE PARTIES; REPRESENTATIONS AND WARRANTIES All references in this Agreement to the “Fund” are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the “Portfolio” are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.

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

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