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.
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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. 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: (i) Licensor has the right, power and authority to enter into this Agreement; (ii) Licensor has not previously licensed, assigned, transferred, or otherwise conveyed any right, title or interest in the Licensed Patents to any third party, except .as otherwise noted herein; (iii) Licensor has an exclusive license to make, have made, import, use, offer to sell and sell the Licensed Product solely for use within the Field; (iv) Making, having made, using, or selling the Licensed Product solely for use within the Field under the Licensor’s Xxxx in the Territory do not infringe any patent, trademark or any other rights of any third party known to Licensor; (v) This Agreement has been duly executed and delivered by Licensor and is a legal, valid, and binding obligation enforceable against Licensor in accordance with its terms; (vi) The execution, delivery and performance of this Agreement by Licensor does not conflict with any contract or agreement to which Licensor is a party or by which Licensor is bound; (vii) The responses to Licensee’s Due Diligence Questionnaire, .attached hereto as Exhibit 1, are complete, correct, and accurate and Licensor knows of no fact which does or could materially adversely affect the rights granted to Licensee hereunder; (viii) Licensor is not in default under the Cato Sublicense and has received no oral or written communication alleging any default or material dispute under said agreement; (ix) Licensor has fully disclosed to Licensee in Exhibit 1 hereto, all information in its possession or of which it is aware, relating to any and all complaints, claims, adverse events, threatened litigation, notices or allegations of invalidity, infringement or adverse ownership, governmental investigations or proceedings, and any other disputes concerning (A) the Cato Sublicense, (B) the Licensed Product, (C) the Licensed Patent, and (D) the Licensor’s Xxxx; (x) To the best of its knowledge, the practice of the inventions claimed by the Licensed Patent does not infringe on the patent or other legally protected intellectual property rights of any Third Party; and (xi) Licensor owns an application for Registration for Licensor’s Xxxx which is pending before the U.S. Patent .and Trademark Office.
Sample 1

Related to Licensor Representation

  • Fair Representation MSEA-SEIU acknowledges its statutory responsibility to represent and handle grievances for all employees within the bargaining unit. The State shall not be responsible for actions taken or not taken by MSEA-SEIU with respect to its responsibility to provide fair representation.

  • Contractor Representations Contractor represents and warrants to Subcontractor as follows: (a) Contractor (i) is duly organized, validly existing and in good standing under the laws of its state of incorporation or organization, (ii) has the power and authority to own its properties and to carry on business as now being conducted, and (iii) has the power to execute and deliver this Subcontract; (b) The execution and performance by Contractor of the terms and provisions of this Subcontract by Contractor have been duly authorized by all requisite action, and neither the execution nor the performance of this Subcontract will violate any provision of law, any order of any court or other agency of government, the organizational documents of Contractor or any indenture, agreement or other instrument to which Contractor is a party, or by which Contractor is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by this Subcontract, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Contractor pursuant to, any such indenture agreement or instrument; (c) Contractor has obtained all licenses, permits and approvals required to perform the Services to be provided by Contractor under the Prime Contract; and (d) Contractor is not under suspension or debarment by the Commonwealth or any other governmental entity, instrumentality or authority.

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It is a corporation, partnership, trust, or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized. (B) To the extent required by Applicable Law (defined below), it is duly registered with all appropriate regulatory agencies or self-regulatory organizations and such registration will remain in full force and effect for the duration of this Agreement. (C) For the duties and responsibilities under this Agreement, it is currently and will continue to abide by all applicable federal and state laws, including, without limitation, federal and state securities laws; regulations, rules, and interpretations of the SEC and its authorized regulatory agencies and organizations, including FINRA; and all other self-regulatory organizations governing the transactions contemplated under this Agreement (collectively, “Applicable Law”). (D) It has duly authorized the execution and delivery of this Agreement and the performance of the transactions, duties, and responsibilities contemplated by this Agreement. (E) This Agreement constitutes a legal obligation of the party, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the rights and remedies of creditors and secured parties. (F) Whenever, in the course of performing its duties under this Agreement, it determines that a violation of Applicable Law has occurred, or that, to its knowledge, a possible violation of Applicable Law may have occurred, or with the passage of time could occur, it shall promptly notify the other party of such violation.

  • Customer Representations Customer represents and warrants that (i) it has a legitimate business interest or obtained all permissions and consent required by law to transfer the Content so that Xxxxxx Xxxxxxx may lawfully use and process in accordance with this Agreement; and (ii) it has delegated authority to its advisors in providing instructions in connection with the Services, and Xxxxxx Xxxxxxx has no duty to verify such instructions with Customer; and (iii) it will not use the Services for any fraudulent or unlawful purposes, not allow others to do so.

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

  • Client Representations CLIENT represents to VCS that: a. The execution, delivery and performance of this Agreement by CLIENT and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of CLIENT, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general principles of equity); and this Agreement and CLIENT’s performance hereunder does not violate or constitute a breach under any organizational document of CLIENT or any contract, other form of agreement, or judgment or order to which CLIENT is a party or by which it is bound. b. CLIENT shall adhere to and comply with all applicable Laws in carrying out its obligations under this Agreement. c. CLIENT will maintain insurance with financially sound carriers or through one or more financially sound self-insurance arrangements in the amounts and types (and with the deductibles or retentions) as set forth in Schedule C to this Agreement, as the same may be amended from time to time. d. During the Term of this Agreement and for a period of *** (***) months thereafter (except if this Agreement is terminated by CLIENT under Section 11.1(a) or Section 11.1(b), in which case this provision shall not survive termination), CLIENT shall not (i) solicit or hire any VCS Field Force member or pay or offer to pay any VCS Field Force member any compensation or benefits (it being understood that the payments by CLIENT to VCS contemplated by this Agreement will not violate this provision), except, in each case, in connection with a Conversion; (ii) provide any contact information (including name, address, phone number or e-mail address) concerning members of the VCS Field Force to any third party providing (or proposing to provide) contract sales services and promotional services to CLIENT; or (iii) assist actively in any other way such a third party in employing or retaining members of the VCS Field Force. For the purposes of this Agreement, the term “solicit” shall not include general advertising by CLIENT for personnel not specifically directed to a VCS Field Force member. e. CLIENT has the lawful authority necessary to market and sell the Products in all geographic regions where the Products are to be promoted under this Agreement. f. CLIENT is solely responsible for reviewing and approving any of its product promotional materials and literature and any other materials or information provided by it to VCS and for ensuring all such materials or information comply with Laws.

  • Investor Representations This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • 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.

  • 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.

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