Licensor Warranties. Licensor warrants and represents that: (i) it is free to enter into this Agreement; (ii) to its knowledge, Licensor is the owner of all right and title in and to the Licensed Marks, and (iii) to its knowledge, use of the Licensed Marks as provided herein will not infringe the trademark, service xxxx, certification xxxx, copyright or other proprietary rights of any person, provided that Licensor does not represent or warrant that the Licensed Marks are available for registration and/or use in any specific country where Licensor has not registered or used it. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED RELATIVE TO THE LICENSED MARKS, INCLUDING WITHOUT LIMITATION ANY FURTHER WARRANTY OF TITLE OR NONINFRINGEMENT.
Licensor Warranties. The Licensor represents and warrants that:
Licensor Warranties. (i) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder.
(ii) Licensor represents and warrants that during the Warranty Period the Software will perform all material functions set out in the Documentation for such Software and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Software fails to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Software. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Documentation. If Licensor is unable to timely correct such errors or non-conformities, Licensee may elect to terminate the license to such Software. If Licensee terminates the license to such Software during the Warranty Period in accordance with this Section, Licensee will, as its exclusive remedy, receive a refund of all fees previously paid for such Software.
(iii) TO THE EXTENT APPLICABLE UNDER LAW, LICENSOR DOES NOT GRANT ANY WARRANTY OR CONDITION THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS. TO THE EXTENT APPLICABLE UNDER LAW, EXCEPT FOR THE EXPRESS WARRANTIES OR CONDITIONS SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.
(iv) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE SOFTWARE OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE SOFTWARE OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE SOFTWARE.
Licensor Warranties. Licensor declares that it has the full authority and power to grant Licensee those rights Licensee requires for utilisation pursuant to this agreement and warrants that:
a) It is the legal owner of all the rights granted to Licensee hereunder
b) No part of and no element of the program and methods of use provided under this Agreement do not infringe someone else's legal rights and interests, and without prejudice to anyone's honour and dignity.
c) Licensee's use of the program in accordance with the terms of this Agreement will not violate or infringe in any way any legal rights or interests of any third party;
d) All necessary permits from all authorized bodies and organizations to use the Program under this Agreement received in good order;
e) In the case of a presentation to the Licensee claims and claims by third parties in connection with Licensee's use of the Program, Licensee will be released by the Licensor from any payments to third parties in connection with the use of the program in accordance with this Agreement, the Licensor and Licensee guarantees payment of all expenses incurred and resolution all matters relating to the settlement of these claims and lawsuits on their own and at their own expense;
f) In the case of a presentation to the Licensee of any third party claims, demands, claims for breach by Licensor of its guarantees or covenants contained in this Agreement, Licensor shall take all such claims, demands, actions on themselves and let their own and at his own expense.
Licensor Warranties. Licensor warrants that the Licensed Material will be provided in material conformity with the specifications set forth in any applicable Tier E UCS. For any breach of an above warranty, Licensee’s exclusive remedies are to terminate this Agreement for cause as provided in Section 8 below.
Licensor Warranties. Licensor hereby represent(s) and warrant(s) to LICENSEE that:
Licensor Warranties. The LICENSOR warrants that it has the power to enter into this agreement and holds the title to all copyrights and other rights regarding the terms of this agreement; that the rights licensed are legally valid and subsisting; and is free and clear of all claims and encumbrances.
Licensor Warranties. Except as is set forth on the Disclosure Schedule prepared and delivered by Licensor to the Company, Licensor represents and warrants that, except as described on Schedule 12.1:
12.1.1 Licensor owns all right, title, and interest in and to the Patent Rights and Know-how, including the exclusive, absolute, irrevocable right, title and interest thereto, free and clear of all liens, charges, encumbrances or other restrictions or limitations of any kind whatsoever. As of the Effective Date, the Patent Rights are existing and, to the best of Licensor’s knowledge, are valid and enforceable, in whole or in part.
12.1.2 There is no claim, pending or threatened, of infringement, interference or invalidity regarding any part or all of the Patent Rights or Know-how or their use.
12.1.3 The US and foreign patent applications and patents itemized on Schedule 1.25 set forth all of the patents and patent applications necessary or useful for practicing the Technology in the Field of Use owned by or licensed to Licensor on the Effective Date.
12.1.4 The Licensor is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware. The Licensor has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby by the Licensor have been duly authorized by all necessary action on the part of the Licensor. This Agreement has been duly executed and delivered by the Licensor and, subject to the due authorization, execution and delivery of this Agreements by the Company, this Agreement constitutes a valid and binding obligation of the Licensor, enforceable against the Licensor in accordance with its terms, except as such enforcement may be affected by bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor’s rights generally and except for general principles of equity.
12.1.5 No consent, approval or authorization of, or declaration or filing with, any Governmental Authority or other Third Party (a “Consent”) is required on the part of the Licensor in connection with its execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated hereby.
12.1.6 There are no suits or actions, administrative, arbitration or other proceedings, or governmental investigations pending or, to the knowledg...
Licensor Warranties. Licensor hereby represents and warrants to Partner that: (a) it is authorized to enter into this Agreement; (b) it has the rights and interests in the Programs to distribute and has the rights to grant the rights granted to Partner herein.
Licensor Warranties. The agreement may state that the licensor warrants that the source code deposited is the correct code and that, as deposited, it will correctly compile into the software.
