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 Documentat7io.n 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) LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, ACCURACY, RELIABILITY, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
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. The Licensor represents and warrants that:
(a) it is duly organized and validly existing under the laws of its domicile;
(b) it has the full right, power, and authority, including all necessary governmental authorizations, licenses, and other approvals, to grant the rights and licenses described in this Agreement, free and clear of any and all claims, rights, and obligations of Third Parties;
(c) the representative putting his or her signature on this Agreement or otherwise accepting this Agreement has been duly authorized by all necessary action;
(d) it is the owner of the DataTile Platform and the owner of related Intellectual Property Rights, and that as of the Effective Date Licensor has not received any written notice from a third party that the DataTile Platform infringes or misappropriation, any patent, trademark, copyright, trade secret or other Intellectual Property Rights or proprietary rights;
(e) it will comply with all applicable laws, rules and regulations, including applicable privacy and data protection laws.
(f) the DataTile Platform does not and shall not, infringe the Intellectual Property Rights of any third party, and no consent of any third party is necessary for the performance of the parties' rights and obligations under this Agreement.
(g) this Agreement shall not conflict with any third-party agreements of the Licensor;
(h) The Licensee shall have no obligation to pay any third-party fees, royalties, or other payments for Licensee’ use of any third-party software in accordance with the terms of this Agreement;
(i) this Agreement, upon its execution by the legal representatives/authorized representatives of the Parties, shall come into full force and have binding forces upon the Parties.
Licensor Warranties. Licensor hereby represent(s) and warrant(s) to LICENSEE that:
Licensor Warranties. Licensor warrants that it has the power and authority to enter into this Agreement and has no knowledge as to any third party claims regarding the proprietary rights in the Property which would interfere with the rights granted under this Agreement. Licensee acknowledges that, inasmuch as Property may depend on technology or intellectual property belonging to third parties, additional licenses with said third parties may be required for Licensee to derive commercial benefit from Property and that Licensor makes no warrantees to the contrary.
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. LINCESOR hereby represents and warrants to Licensee that: (a) Other than that referred to herein as to the database no other representations are made and any representations made by the Licensor in the course of its' exclusive rights as set out herein shall be its own.
