Licensor Representations and Warranties. Licensor represents and warrants that:
(a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and that it has the requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder;
(b) the execution, delivery and performance by Licensor of this Agreement have been duly authorized and approved by all necessary action by Licensor, and assuming due authorization, execution and delivery by Licensor, this Agreement constitutes the legal, valid and binding obligations of Licensor, enforceable against Licensor in accordance with its terms;
(c) the execution and delivery of this Agreement and the performance of Licensor’s obligations hereunder do not conflict with, violate, breach, constitute a default under, or require any consent under any contract between Licensor and any third party;
(d) it has the right to grant all licenses granted to Licensee under this Agreement;
(e) other than licenses to Third Party Software and certain grants of rights made to Licensee under the RemoteMDx Agreement, Licensor has granted to Licensee all Intellectual Property Rights necessary to make, have made, market, distribute, sell and otherwise commercially exploit the Volu-Sol Product in the Territory in the manner contemplated by this Agreement;
(f) the Volu-Sol Products, Product Marketing Materials, and the Software, and the use thereof, do not and, during the Term, will not infringe, violate or constitute misappropriation or unauthorized use of the copyright, patent, trade secret, license or other intellectual property, proprietary or contract rights of any third party in any manner that would have an adverse effect on Licensee’s use and enjoyment thereof;
(g) the Supplied Products delivered by Licensor shall (i) conform to the Product Documentation and to the quality standards set forth in this Agreement; (ii) be free and clear of any lien or encumbrance; (iii) be merchantable; and (iv) except as provided herein, be new;
(h) when installed on Licensee’s servers by Licensor pursuant to the terms of this Agreement, the Software, including Third Party Software that is then part of Licensor’s application, will operate in substantially the same way as such software operates in Licensor’s hosted environment as of such installation date;
(i) the Software does not and will not contain any computer code (i) designed to disrupt, disable or harm the operation the...
Licensor Representations and Warranties. Except as set forth in Schedule 7.1, Licensor represents to the Company that, to the knowledge of Licensor, with respect to the Territory (a) Licensor owns or has the right to license the Licensed Intellectual Property free and clear of any encumbrances; and (b) there are no adverse claims in the Territory relating to the Licensed Intellectual Property.
Licensor Representations and Warranties. Licensor hereby represents and warrants to Licensee that, as of the Effective Date, Licensor, to the best of its knowledge, (a) is the sole owner of the Licensed IP, and (b) other than as noted in Exhibit C, has not granted to any Third Party any license or other interest in the Licensed IP, and (c) is not aware of any Third Party patent, patent application or other intellectual property rights (other than any inventions identified as prior art in the patents or patent applications licensed to Licensee hereunder) that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Licensed IP, or (ii) by making, using or selling Licensed Products (but only to the extent that the making, using or selling of Licensed Products is covered by Licensed IP), and (d) is not aware of any infringement or misappropriation by a Third Party of the Licensed IP. Notwithstanding the foregoing, Licensor is under no duty, obligation or requirement to perform or conduct any legal inquiry or other search, analyses or assessment pertaining to patentability, validity, infringement and/or legal status in respect of any Licensed IP and Licensed Patents.
Licensor Representations and Warranties. (a) Licensor represents, warrants and covenants that (i) no lead-based paint, asbestos or other hazardous substance, as defined by any applicable state, federal or local law or regulation, is present at the Property;
(ii) Licensor owns the Property or otherwise has the right to grant the rights given in this License; (iii) the Licensor has obtained all required consents or approvals from any person or entity having an interest in the Licensed Premises that may be necessary to enter into and fulfill its obligations under this License; (iv) Licensor is not in default under any lease or other agreement affecting the Property; (v) the Property and all personal property and structures thereon are in compliance with all laws, including any applicable building codes, regulations, or ordinances which may exist with regard to same, or any part thereof; (vi) except as provided for below, there are no liens, judgments or impediments of title on the Property, or affecting Licensor’s title to the same and that there are no covenants, easements or restrictions which prevent or adversely affect the use or occupancy of the Property by Licensee as set forth herein; and (vii) to Licensor’s knowledge, any building on the Property in which any portion of the Licensed Premises is located, including without limitation the roof, foundations, exterior walls, interior load bearing walls, and utility systems, is in good condition, structurally sound, and free of any leakage. If a breach of the representations and warranties contained in this Section 16 is discovered at any time during the Term, Licensor shall, promptly after receipt of written notice from Licensee setting forth a description of such non-compliance, rectify same at Licensor’s expense.
(b) Except as expressly provided for in this License, Licensor is making no other warranties, express or implied, or statutory, including as to the merchantability or fitness for a purpose, of the Property or as to any other matter, all of which warranties are excluded and disclaimed.
Licensor Representations and Warranties. 2.1 The Licensor represents and warrants that the Licensor has the power, authority, and capacity to enter into this Agreement and other agreements and instruments to be executed by the Licensor as contemplated by this Agreement and to grant the rights intended to be granted to the Licensee under this Agreement and to perform the Licensor’s obligations under this Agreement.
Licensor Representations and Warranties. Licensor hereby agrees, represents and warrants for the duration of the Term as follows:
Licensor Representations and Warranties. Licensor hereby represents, warrants and covenants to AST as follows:
5.1 Licensor (a) is the sole owner of the Licensed Patents, (b) has all right, title and interest necessary to grant the rights, licenses, authorizations, releases, covenants and waivers to AST hereunder, and for AST to grant the rights, sublicenses, authorizations, releases, covenants and waivers under the Licensed Patents under each Sublicense Agreement, and (c) has not granted to any third party any exclusive license or exclusive right under the Licensed Patents.
5.2 Subject to the timely payment of the fees under Section 3 with respect to a Sublicense Agreement, each Sublicense Agreement shall be valid, enforceable and continue in full force and effect until the expiration of the Term.
Licensor Representations and Warranties. Licensor hereby represents and warrants to Oxis as follows:
2.2.1 Licensor (a) is the owner of the Licensed IP Rights and has the sole right to execute this Agreement, and has not granted to any Third Party any license or other interest in the Licensed IP Rights, (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Licensed Patent Rights or which constitutes Licensed Know-How Rights, or (ii) by making, using or selling Products, and (c) is not aware of any infringement or misappropriation by a Third Party of the Licensed IP Rights.
Licensor Representations and Warranties. Licensor hereby represents and warrants to Licensee that, as of the Effective Date, Licensor, to the best of Its knowledge, (a) is the sole owner of the Licensed IP, and (b) other than as noted in Exhibit C, has not granted to any Third Party any license or other interest In the Licensed IP, and (c) is not aware of any Third Party patent, patent application or other intellectual property rights (other than any inventions identified as prior art in the patents or patent applications licensed to Licensee hereunder) that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Licensed IP, or (ii) by making, using or selling Licensed Products (but only to the extent that the making, using or selling of Licensed Products is covered by Licensed IP)1 and {d) is not aware of any infringement or misappropriation by a Third Party of the Licensed IP. Notwithstandingthe foregoing, Licensor is under no duty, obligation or requirement to perform or conduct any legal inquiry or other search, analyses or assessment pertaining to patentability, validity, infringement and/or legal status in respect of any Licensed IP and Licensed Patents. ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
Licensor Representations and Warranties. Licensor represents, warrants and covenants as follows:
(a) Licensor shall convey to Licensee good title to all Proprietary Binder Material purchased by Licensee from Licensor hereunder, free and clear of any and all liens, claims and encumbrances of any type whatsoever.
(b) No Proprietary Binder Material shall contain any hazardous material in violation of applicable laws and governmental regulations.
(c) At Licensee's reasonable request, Licensor shall replace, or refund the purchase price of, all non-conforming Proprietary Binding Material.
(d) Proper use of the Coal Briquetting Technology, including use at an adequate, qualified Facility and with adequate feedstocks and other raw materials, will enable Licensor to produce a product which is reasonably expected to constitute "qualified fuels" pursuant to the terms of Section 29(c)(1)(C) of the Code.
