Licensor Warranties Sample Clauses

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 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 ▇▇▇▇, certification ▇▇▇▇, 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. Licensor hereby represent(s) and warrant(s) to LICENSEE that:

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 misappropriates, 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 together with the Tariff plans and have binding forces upon the Parties.

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. The Licensor represents and warrants that:

Licensor Warranties. Licensor represents and warrants that, as of the Effective Date: 13.1.1 Other than the Patent Rights and the Know-how and the rights to which the Company may have access pursuant to the terms of this Agreement, including Sections 4.2 and 4.3 hereof, Licensor owns no intellectual property rights respecting the Compound or Licensed Products. 13.1.2 Licensor is not aware of any material fact not disclosed in the information identified in Section 3.1 and available to the Company pursuant thereto that would reasonably lead to the conclusion that the use of a Licensed Product is unsafe. 13.1.3 Licensor has not, directly or indirectly, conducted any clinical trials regarding the Compound or any other Licensed Product other than those referred to in Section 3.1 and those conducted for MX-226 and licensed pursuant to the Existing License. 13.1.4 Licensor is not aware of any clinical trial results regarding the Compound or any other Licensed Product other than those referred to in Section 3.1 and those conducted for MX-226 and licensed pursuant to the Existing License. 13.1.5 Except for the Existing License, Licensor has 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. 13.1.6 To Licensor’s knowledge, there are no licenses, options, restrictions, liens, rights of third parties, disputes, royalty obligations, proceedings or claims relating to, affecting, or limiting Licensor’s rights or the rights of the Company under this Agreement, or which may lead to a claim of infringement by or invalidity regarding, any part or all of the Patent Rights or Know-how or their use. 13.1.7 To Licensor’s knowledge, 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. 13.1.8 The US and foreign patent applications and patents itemized on Exhibit 1.23 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. 13.1.9 To Licensor’s knowledge, there are no inventors of Patent Rights other than those listed as inventors on applications filed for such Patent Rights. 13.1.10 The Patent Rights and Know How and the research leading to same were not supported i...

Licensor Warranties. The Licensor warrants that: a to the best of its knowledge, the use of the Software by the Licensee in accordance with the Agreement will not infringe the Intellectual Property Rights of any other person; and b the Software will materially perform in conformity with the Documentation although the Licensee acknowledges that the Software is of a technical nature and may not be error- free or bug-free.

Licensor Warranties. We represent and warrant to you that: