Licensor Representations, Warranties and Covenants. Licensor represents, warrants and covenants as follows:
(1) Licensor shall convey to Licensee good, valid and marketable title to all Proprietary Reagent Material purchased by Licensee from Licensor hereunder, free and clear of any and all liens, claims and encumbrances of any type whatsoever.
(2) Proprietary Reagent Material purchased by Licensee from Licensor hereunder shall not be a Hazardous Substance and its sale, delivery and use to produce solid synthetic fuel at the Facility, in each case, as contemplated by this Agreement shall comply with all applicable laws and governmental regulations (including, but not limited to, environmental laws and regulations).
(3) Licensor represents and warrants to Licensee that the Proprietary Reagent Material when properly applied to Coal Feedstock produces a "significant chemical change" for purposes of Section 29 of the Code.
(4) Licensor agrees that it shall not substitute other monomers or polymers for the Dow carboxylated styrene/butadiene/acrylate/acetate latex formulations currently being used by Licensor to produce Proprietary Reagent Material without the prior written consent of Buyer and without first providing Buyer with a written report of a third party fuels expert reasonably acceptable to the Licensor and Licensee to the effect that (in such third party's professional judgment) the monomers or polymers so to be substituted will achieve the results set forth in Section 4.3(c).
(5) Licensor agrees that all Proprietary Reagent Material delivered to Licensee shall be in accordance with the specifications set forth in Exhibit A attached hereto.
(6) At Licensee's request, Licensor shall replace, or refund the purchase price of, all non-conforming Proprietary Binding Material. In addition, Licensor shall (i) pay all of Licensee's costs and expenses incurred to return, remove or dispose of non-conforming Proprietary Reagent Material and (ii) indemnify, defend and hold harmless Licensee and its partners, directors, officers, members, agents, representatives, subsidiaries and affiliates from and against any and all claims, demands or suits (by any party, including any governmental entity), losses, liabilities, damages, obligations, penalties, payments, costs and expenses (including the costs and expenses of enforcing this indemnification and defending any and all actions, suits, proceedings, demands and assessments, which shall include reasonable attorneys' fees and court costs) resulting from, relating to, aris...
Licensor Representations, Warranties and Covenants. Licensor represents, warrants and covenants to Licensee, as of the Effective Date, as follows:
Licensor Representations, Warranties and Covenants. LICENSOR hereby represents and warrants that it has the rights necessary to enter into this Agreement, to grant the authorizations and rights provided herein, and is authorized and has the power to derive revenue from the Programs in the manner and form provided in the Agreement, free and clear of any and all liens, claims and encumbrances. LICENSOR hereby represents and warrants that none of the public performance rights in the Programs licensed to MPLC hereunder is, as of the date hereof, licensed to any third party, including without limitation to any television broadcast station, multichannel video programming distributor, or streaming service. LICENSOR also hereby agrees not to license the public performance rights in the Programs licensed to MPLC hereunder to any third party during the Term. LICENSOR hereby agrees to allow MPLC to sub-license its rights hereunder to MPLC-affiliated copyright licensing agencies for inclusion in Public Performance Video Exhibition licences. LICENSOR hereby grants MPLC the right to protect its copyright in the programs subject to this Agreement and grants MPLC the authority to enforce its copyright claims as needed.
Licensor Representations, Warranties and Covenants. In addition to the representations and warranties made by the Licensor above and elsewhere in this Agreement, the Licensor hereby represents, warrants, and covenants to POINT in regards to the extent of their obligations herein that:
(a) As of the Effective Date, it has, or will have during the Term of this Agreement, the full right, power and authority to grant to POINT the licenses hereunder granted in this Agreement;
Licensor Representations, Warranties and Covenants. Each Licensor represents, warrants, and covenants to Licensee that at all times during the Term:
(a) It or he has the full right, power and authority to enter into and to perform this Agreement;
(b) It or he is the sole owner of the Licensed Intellectual Property Rights and has the sole right to license the Licensed Rights to the Licensee;
(c) no other Person (other than Licensee) has any right, license or claim to such Licensed Intellectual Property Rights;
(d) This Agreement constitutes a valid and legally binding obligation of Licensor, enforceable against the it in accordance with its terms;
(e) Licensor and all others authorized by it to act on its behalf under this Agreement will comply at all times with all applicable laws;
(f) Neither Licensor nor any of its owners, directors, officers, members, partners, shareholders, affiliates or employees (each a “Licensor Party”) is named, either directly or by an alias, pseudonym or nickname, on the lists of “Specially Designated Nationals” or “Blocked Persons” maintained by the U S Treasury Department’s Office of Foreign Assets Control currently located at www.treas gov/offices/enforcement/ofac/, (ii) it will not, and it will cause each Licensor Party not to, take any action that would constitute a violation of any applicable laws against corrupt business practices, against money laundering and/or against facilitating or supporting persons or entities who conspire to commit acts of terror against any person or entity, including as prohibited by the US Patriot Act (currently located at xxx.xxxx.xxx/xxxxxx/xxxxxxxxx/xx0000.xxxxx.), US Executive Order 13244 (currently located at www.treasgov/offices/enforcement/ofac/sanctions/terrorism.html) or any similar laws, and (iii) it shall immediately notify Licensee in writing of the occurrence of any event or the development of any circumstance that might render any of the foregoing representations and warranties in this subsection (e) false, inaccurate or misleading;
Licensor Representations, Warranties and Covenants. LICENSOR hereby represents and warrants that it has the rights necessary to enter into this Agreement, to grant the authorizations and rights provided herein, and is authorized and has the power to derive revenue from the Programs in the manner and form provided in the Agreement, free and clear of any and all liens, claims and encumbrances. LICENSOR hereby agrees to allow MPLC to sub-license its rights hereunder to MPLC-affiliated copyright licensing agencies for inclusion in Public Performance Video Exhibition licences. LICENSOR hereby grants MPLC the right to protect its copyright in the programs subject to this Agreement and grants MPLC the authority to enforce its copyright claims as needed.
Licensor Representations, Warranties and Covenants. Licensor represents that it is the owner of the Property and that this Agreement does not violate any agreement, lease or other commitment of Licensor. Licensor covenants that it shall not take any action that would interrupt the use of the License Premises or the Charging Station. Licensor further represents, warrants and covenants that it has obtained any and all consents or approvals required in order for Licensor to enter into this Agreement and to perform its obligations under this Agreement, including, but not limited to, obtaining the consent of any holder of any lien, easement or encumbrance affecting or pertaining to the Property.
Licensor Representations, Warranties and Covenants. Licensor hereby represents, warrants and covenants to Licensee as follows:
(a) the execution, delivery and performance by Licensor of this Agreement and the consummation of the transactions contemplated hereby are within Licensor’s corporate powers and have been duly authorized by all necessary corporate action on the part of Licensor. This Agreement constitutes the legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms;
Licensor Representations, Warranties and Covenants. Licensor represents, warrants and covenants that, as of the date of this Agreement and during the Contract Term, (a) it has the power, authority and authorization to execute and deliver this Agreement and to perform its obligations under it in all material respects; (b) it is the sole owner of the Trademarks and has all intellectual property rights necessary to grant the exclusive license to Licensee hereunder, and none of the Trademarks violates, infringes or misappropriates a third party’s intellectual property rights; (c) the execution and delivery of this Agreement by Licensor, and the performance by Licensor of its obligations hereunder, does not and shall not violate any agreement, limitations or restrictions to which it is a party or by which it is or will be otherwise bound and (d) it will not make or enter into any agreement with any third party that is inconsistent with any of the provisions of this Agreement. Licensor shall promptly provide Licensee with written notice if it learns that any of the foregoing representations, warranties or covenants are not true, and Licensee shall have the right to terminate this Agreement upon any material breach of any of the foregoing representation, warranties or covenants.
Licensor Representations, Warranties and Covenants. Licensor hereby further represents, warrants and covenants to Licensee that Licensor has not granted as of the Effective Date and will not grant during the term of this Agreement rights to any third party under the Licensed Patents or other Business Licensed Intellectual Property that conflict with the rights granted to Licensee hereunder. In addition, Licensor shall (a) use commercially reasonable efforts to comply with all terms and conditions of the Licensed Intellectual Property Agreements (as defined in the Purchase Agreement) pursuant to which Licensor or its Affiliates was licensed, assigned or otherwise acquired from a third party rights in or to any Business Licensed Intellectual Property relating to the Licensee Field (collectively, the “In-License Agreements”), (b) not voluntarily terminate any of Licensor’s or its Affiliates’ rights or licenses under the In-License Agreements relating to any Licensed Patents or other Business Licensed Intellectual Property in the Licensee Field, (c) not amend the In-License Agreements in any way that would limit, modify or restrict Licensee’s rights and licenses hereunder or increase or modify Licensee’s obligations hereunder, or (d) not waive any rights under the In-License Agreements in a manner that would adversely affect the rights and licenses granted to or obligations undertaken by Licensee hereunder, except, in each case (a)-(d), with Licensee’s prior written consent.
