Common use of Licensor Clause in Contracts

Licensor. (a) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action of Licensor and this Agreement is a valid and binding obligation of Licensor, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and subject to the applicability of general principles of equity and principles of public policy. (b) The execution, delivery and performance by Licensor of this Agreement will not violate or conflict with the operating agreement or other governing documents of Licensor, any applicable U.S. law or regulation, or any order, writ, judgment or decree of any court or governmental authority to which Licensor is subject, or result in a violation, breach of, or default under any contract, lease, or other agreement binding on Licensor, any of which violations, conflicts, breaches or defaults will have a material adverse effect on Licensor's ability to perform its obligations hereunder, and no consent or authorization of, or filing with or notification to, any governmental entity or other person where the failure to obtain such consent or submit such filing or notification would have a material adverse effect on Licensor's ability to perform its obligations hereunder is required for the performance by Licensor under such agreements. (c) At the Effective Date and thereafter during the Term, Licensor owns or controls and shall own or control the rights in and to the Licensed Products, Documentation, Third Party Products, AOL Services Content, AOL Marks and AOL Domain Names necessary to effectuate the grants of rights with respect to PC Access Services from Licensor to Licensee as contemplated herein. (d) At the Effective Date and thereafter during the Term, with respect to PC Access Services only, the Licensed Products and Documentation do and shall not infringe on any U.S. copyrights. At the Effective Date, with respect to the Core AOL Marks, (A) Licensor has registered such Core AOL Marks in the countries in the Territory identified in Section 2 of Attachment D, (B) Licensor has ------------ sought a trade or service xxxx registration for such Core AOL Marks in the countries in the Territory identified in Section 2 of Attachment D, but does not ------------ represent or warrant that such marks qualify for registration under applicable law, and (C) to the actual knowledge of the AOL Senior Executive Officers, without any investigation whatsoever, except for those Marks identified, and for the reasons described, in Section 3 of Attachment D, such Core AOL Marks do not ------------ infringe the rights of any third party in the Territory and there are no claims by AOL that such Core AOL Marks are being infringed in the Territory by a third party. Notwithstanding anything to the contrary herein, all representations and warranties by Licensor with respect to intellectual and industrial property rights are set forth in Sections 6.1 (c) and (d). For the avoidance of doubt, Licensor does not make representations and warranties with respect to AOL Domain Names, except as provided in subsection (a) above.

Licensor. Licensor represents and warrants to Licensee that: (a) The executionit has not entered into any oral or written contract or negotiations with any third party which would impair the rights granted to Licensee under this Agreement, delivery and performance or limit the effectiveness of this Agreement have been duly authorized by all necessary action Agreement, nor is it aware of Licensor and this Agreement is a valid and binding obligation any claims or actions which may limit or impair any of Licensor, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and subject granted to the applicability of general principles of equity and principles of public policy.Licensee hereunder; (b) The executionall trademarks, delivery logos, copyrights, materials and performance work product provided by Licensor of to Licensee (which is not created or provided by Licensee under this Agreement will Agreement) are owned by, and/or exclusively licensed to Licensor and, to Licensor’s knowledge, do not infringe or violate or conflict with the operating agreement any copyrights, trademarks, trade secrets, patents or other governing documents of Licensor, any applicable U.S. law or regulation, or any order, writ, judgment or decree proprietary rights of any court kind belonging to any third party or governmental authority violate any right of privacy, right to which Licensor is subjectpublicity, misappropriate anyone’s name or result in a violationlikeness or contain any defamatory, breach of, obscene or default under any contract, lease, or other agreement binding on Licensor, any of which violations, conflicts, breaches or defaults will have a material adverse effect on Licensor's ability to perform its obligations hereunder, and no consent or authorization of, or filing with or notification to, any governmental entity or other person where the failure to obtain such consent or submit such filing or notification would have a material adverse effect on Licensor's ability to perform its obligations hereunder is required for the performance by Licensor under such agreements.illegal material; (c) At it and all Product IP is now in compliance in all material respects with all local, state, and federal laws, rules and regulations applicable to its business and the Effective Date advertising, marketing, sale and thereafter during distribution of the TermProducts, including without limitation, those of the Federal Telephone Consumer Protection Act (TCPA), the Federal Consumer Fraud and Abuse Prevention Act, Federal Trade Commission, the Federal Communications Commission, Payment Card Industry Data Security Standards, and data security and privacy laws, as such may be amended from time to time, and any other state or federal regulatory agency that has jurisdiction over Licensor’s business activities or the Products of Product IP; (d) no consent or approval is required by any third party for Licensor to enter into this Agreement or to grant the rights to the Product IP set forth herein or for Licensee to exercise the rights granted hereunder (including with respect to any third party software, content or other property included in the Products); (e) the Product IP is valid and subsisting in all material respects; (f) Licensor has all necessary rights and licenses to grant to Licensee the rights granted under this Agreement and for Licensee to exercise such rights in the manner contemplated hereunder; (g) except for liens in favor of Licensee, there are no liens, charges or encumbrances of any type, kind or nature with respect to the Products and/or the Product IP; (h) there are no pending or, to Licensor’s knowledge, threatened actions, suits or claims against Licensor or any of Licensor’s Affiliates relating to the Products and/or the Product IP, and no third party has offered to license pending or issued patents in connection with the Products or sent a demand alleging that any of the Products or the use thereof infringe the patent or other intellectual property rights of any third party; (i) no actions, suits or claims have ever been brought against Licensor or any of its Affiliates relating to the Products and/or the Product IP; (j) Licensor has not heretofore assigned, transferred or otherwise disposed of any right, title, interest or license which Licensor owns or controls and shall own or control the rights in and related to the Licensed Products, Documentation, Third Party Products, AOL Services Content, AOL Marks and AOL Domain Names necessary to effectuate Products or the grants of rights Product IP in a manner that would conflict with respect to PC Access Services from Licensor to Licensee as contemplated herein.this Agreement; (dk) At the Effective Date and thereafter during the Term, with respect to PC Access Services only, the Licensed Products and Documentation do and shall Licensor is not infringe on in default in any U.S. copyrights. At the Effective Date, with respect material respects under any agreement related to the Core AOL MarksProducts and/or the Product IP; (l) the Software will conform to Licensor’s current published specifications when installed and will be free of defects which affect system performance; and (m) the Software will be free of programming code, devices or other software routines (Ae.g., viruses, Trojan horses, worms, software locks, drop-dead devices, back doors, time bombs) Licensor has registered such Core AOL Marks in that are designed to disrupt the countries in the Territory identified in Section 2 of Attachment D, (B) Licensor has ------------ sought a trade or service xxxx registration for such Core AOL Marks in the countries in the Territory identified in Section 2 of Attachment D, but does not ------------ represent or warrant that such marks qualify for registration under applicable law, and (C) to the actual knowledge use of the AOL Senior Executive OfficersSoftware or any system with which the Software operates, without any investigation whatsoever, except for those Marks identified, and for the reasons described, in Section 3 of Attachment D, such Core AOL Marks do not ------------ infringe the rights of any third party in the Territory and there are no claims by AOL that such Core AOL Marks are being infringed in the Territory by a third party. Notwithstanding anything to the contrary herein, all representations and warranties by Licensor with respect to intellectual and industrial property rights are set forth in Sections 6.1 (c) and (d). For the avoidance of doubt, Licensor does not or destroy or damage data or make representations and warranties with respect to AOL Domain Names, except as provided in subsection (a) abovedata inaccessible or delayed.

Licensor. (a) The execution, delivery and If any governmental agency or third party institutes proceedings to impose any public utility or common carrier status or obligations on Licensor or the use of Licensor's capacity or facilities as a result of its performance of this Agreement have been duly authorized Agreement, or if any action is brought by any third party challenging the continued validity or seeking to adversely modify, suspend or revoke Licensor's operating authority for all necessary action or any part of its services or System as a result of its or Licensee's performance of this Agreement, or if, as a result of any change in applicable law or regulation (or in judicial or other official interpretations thereof), Licensor reasonably deems that such a proceeding is likely and has a significant possibility of success on the merits, Licensor may, without further liability to Licensee, upon one hundred eighty (180) days written notice, terminate this Agreement as a whole without cause; provided, however that Licensor shall not terminate this Agreement or any Capacity provided by it during the pendency of such proceedings or actions if Licensee agrees to indemnify and hold harmless Licensor (pursuant to an indemnification agreement in form and substance reasonably satisfactory to Licensor) against all liability, claims, fines or damages (including reasonable attorneys' fees) incurred by Licensor as a result of Licensee's continued operations and use of the Capacity unless (x) Licensor is required to do so by a valid and binding obligation final order of a court of competent jurisdiction, or (y) in Licensor's opinion, enforceable in accordance with its terms, except as such enforcement may be limited continued performance or activity by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting Licensee under the enforcement of creditors' rights generally and subject to the applicability of general principles of equity and principles of public policy. (b) The execution, delivery and performance by Licensor terms of this Agreement will not violate or conflict with the operating agreement or other governing documents of Licensor, any applicable U.S. law or regulation, or any order, writ, judgment or decree of any court or governmental authority to which Licensor is subject, or result in a violation, breach of, or default under any contract, lease, or other agreement binding on Licensor, any of which violations, conflicts, breaches or defaults will would have a present or future material adverse effect on the local cable or other operations of Licensor, its financial condition or operating condition or is reasonably likely to result in the imposition of public utility or common carrier status on Licensor or an adverse modification, suspension or revocation of such Licensor's ability operating authority for its services or its System or the forfeiture of any portion of the System. Licensor shall control the defense, prosecution and settlement of such claim or demand but shall allow Licensee the opportunity to perform participate in such defense through counsel of its obligations hereunderown choosing, and no consent which participation will be at the sole expense of Licensee. If the proceedings or authorization of, or filing with or notification to, actions would in any governmental entity or other person where event affect only a portion of the failure to obtain such consent or submit such filing or notification would have a material adverse effect on Licensor's ability to perform its obligations hereunder is required for the performance by Licensor under such agreements. (c) At the Effective Date and thereafter during the TermCapacity, Licensor owns or controls and shall own or control will instead terminate only the rights in and to the Licensed Products, Documentation, Third Party Products, AOL Services Content, AOL Marks and AOL Domain Names necessary to effectuate the grants of rights with respect to PC Access Services from Licensor to Licensee as contemplated herein. (d) At the Effective Date and thereafter during the Term, with respect to PC Access Services only, the Licensed Products and Documentation do and shall not infringe on any U.S. copyrights. At the Effective Date, with respect to the Core AOL Marks, (A) Licensor has registered such Core AOL Marks in the countries in the Territory identified in Section 2 of Attachment D, (B) Licensor has ------------ sought a trade or service xxxx registration for such Core AOL Marks in the countries in the Territory identified in Section 2 of Attachment D, but does not ------------ represent or warrant that such marks qualify for registration under applicable law, and (C) to the actual knowledge license of the AOL Senior Executive OfficersCapacity that is affected thereby. Upon the effective date of such a termination, without any investigation whatsoeverLicensee shall terminate its use of the Capacity, except for those Marks identified, remove its plant and for equipment (or abandon the reasons described, in Section 3 of Attachment D, such Core AOL Marks do not ------------ infringe the rights of any third party in the Territory and there are no claims by AOL that such Core AOL Marks are being infringed in the Territory by a third party. Notwithstanding anything to the contrary herein, all representations and warranties by Licensor with respect to intellectual and industrial property rights are set forth in Sections 6.1 (c) and (d). For the avoidance of doubt, Licensor does not make representations and warranties with respect to AOL Domain Names, except same as provided in subsection (aSection 26(a) above), and cease operations over such Capacity.

Licensor. (a) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action of Licensor and this Agreement is a valid and binding obligation of Licensor, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and subject to the applicability of general principles of equity and principles of public policy. (b) The execution, delivery and performance by Licensor of this Agreement will not violate or conflict with the operating agreement or other governing documents of Licensor, any applicable U.S. law or regulation, or any order, writ, judgment or decree of any court or governmental authority to which Licensor is subject, or result in a violation, breach of, or default under any contract, lease, or other agreement binding on Licensor, any of which violations, conflicts, breaches or defaults will have a material adverse effect on Licensor's ability to perform its obligations hereunder, and no consent or authorization of, or filing with or notification to, any governmental entity or other person where the failure to obtain such consent or submit such filing or notification would have a material adverse effect on Licensor's ability to perform its obligations hereunder is required for the performance by Licensor under such agreements. (c) At the Effective Date and thereafter during the Term, Licensor owns or controls and shall own or control the rights in and to the Licensed Products, Documentation, Third Party Products, AOL Services Content, AOL Marks and AOL Domain Names necessary to effectuate the grants of rights with respect to PC Access Services from Licensor to Licensee as contemplated herein. (d) At the Effective Date and thereafter during the Term, with respect to PC Access Services only, the Licensed Products and Documentation do and shall not infringe on any U.S. copyrights. At the Effective Date, with respect to the Core AOL Marks, (A) Licensor has registered such Core AOL Marks in the countries in the Territory identified in Section 2 of Attachment D, (B) Licensor has ------------ sought a trade or service xxxx registration for such Core AOL Marks in the countries in the Territory identified in Section 2 of Attachment D, but does not ------------ represent or warrant that such marks qualify for registration under applicable law, and (C) to the actual knowledge of the AOL Senior Executive Officers, without any investigation whatsoever, except for those Marks identified, and for the reasons described, in Section 3 of Attachment D, such Core AOL Marks do not ------------ infringe the rights of any third party in the Territory and there are no claims by AOL that such Core AOL Marks are being infringed in the Territory by a third party. Notwithstanding anything to the contrary herein, all representations and warranties by Licensor with respect to intellectual and industrial property rights are set forth in Sections 6.1 (c) and (d). For the avoidance of doubt, Licensor does not make representations and warranties with respect to AOL Domain Names, except as provided in subsection (a) above.

Licensor. (a) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action of Licensor and this Agreement is a valid and binding obligation of Licensor, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and subject to the applicability of general principles of equity and principles of public policy. (b) The execution, delivery and performance by Licensor of this Agreement will not violate or conflict with the operating agreement or other governing documents of Licensor, any applicable U.S. law or regulation, or any order, writ, judgment or decree of any court or governmental authority to which Licensor is subject, or result in a violation, breach of, or default under any contract, lease, or other agreement binding on Licensor, any of which violations, conflicts, breaches or defaults will have a material adverse effect on Licensor's ability to perform its obligations hereunder, and no consent or authorization of, or filing with or notification to, any governmental entity or other person where the failure to obtain such consent or submit such filing or notification would have a material adverse effect on Licensor's ability to perform its obligations hereunder is required for the performance by Licensor under such agreements. (c) At the Effective Date and thereafter during the Term, Licensor owns or controls and shall own or control the rights in and to the Licensed Products, Documentation, Third Party Products, AOL CIS Services Content, AOL CIS Marks and AOL CIS Domain Names necessary to effectuate the grants of rights with respect to PC Access Services from Licensor to Licensee as contemplated herein. (d) At the Effective Date and thereafter during the Term, with respect to PC Access Services only, Term the Licensed Products and Documentation do and shall not infringe on any U.S. copyrights. At the Effective Date, with respect to the Core AOL CIS Marks, (A) Licensor has registered such Core AOL CIS Marks in the countries in the Territory identified in Section 2 of Attachment DC, (B) Licensor has ------------ sought a trade or service xxxx registration for such Core AOL CIS Marks in the countries in the Territory identified in Section 2 of Attachment DC, but does not ------------ represent or warrant that such marks qualify for registration under applicable law, and (C) to the actual knowledge of the AOL CIS Senior Executive Officers, without any investigation whatsoever, except for those Marks identified, and for the reasons described, in Section 3 of Attachment DC, such Core AOL CIS Marks do not ------------ infringe the rights of any third party in the Territory and there are no claims by AOL CIS that such Core AOL CIS Marks are being infringed in the Territory by a third party. Notwithstanding anything to the contrary herein, all representations and warranties by Licensor with respect to intellectual and industrial property rights are set forth in Sections 6.1 (c) and (d). For the avoidance of doubt, Licensor does not make representations and warranties with respect to AOL CIS Domain Names, except as provided in subsection (a) above.

Licensor. Licensor represents and warrants to Licensee that: (a) The except as set forth on Schedule 6.1.2 attached hereto, Licensor is the owner of the entire right, title, and interest in and to the Licensed Rights and has not licensed any of them to any third party; (b) Licensee has obtained any and all third-party consents necessary to enable Licensor to enter into this Agreement and to grant the rights granted to Licensee under this Agreement; (c) Licensor has obtained from the Processor, Reed Ovens, and each of other Person involved in thx xxvelopment of the Licensed Products or any proprietary methods associated with producing the License Products enforceable, written nondisclosure and invention assignment agreements in a form or forms reasonably acceptable to Licensee; (d) Licensee's exercise of the Licensed Rights as authorized herein will not infringe the Patents, Copyrights, Trade Secrets, Marks, or other Intellectual Property Rights of any third party; (e) Licensor has explained to Licensee any and all approvals obtained from, or required by, the United States Department of Agriculture with respect to the production, marketing, distribution, and/or sale of the Licensed Products; (f) after execution of this Agreement, Licensee shall have the right to produce, market, distribute and/or sell Licensed Products under the same terms and conditions as Licensor enjoyed prior to the execution of this Agreement; (g) this Agreement has been duly and validly executed and delivered by Licensor and constitutes the legal, valid and binding obligation of Licensor; (h) Licensor has full authority to grant the rights granted to Licensee under this Agreement and to execute, deliver, and perform this Agreement; and (i) Licensor's execution, delivery and performance of this Agreement have been duly authorized by all necessary action of Licensor and this Agreement is a valid and binding obligation of Licensor, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and subject to the applicability of general principles of equity and principles of public policy. (b) The execution, delivery and performance by Licensor of this Agreement will not violate or conflict with the operating agreement or other governing documents violate (1) any provision of Licensorany law, any applicable U.S. law or regulationrule, or any order, writ, judgment or decree of any court or governmental authority regulation to which Licensor is subject, or result in a violation, breach of, or default under (2) any contract, lease, agreement or other agreement instrument applicable to Licensor or binding on Licensor, any of which violations, conflicts, breaches upon its assets or defaults will have a material adverse effect on Licensor's ability to perform its obligations hereunder, and no consent or authorization of, or filing with or notification to, any governmental entity or other person where the failure to obtain such consent or submit such filing or notification would have a material adverse effect on Licensor's ability to perform its obligations hereunder is required for the performance by Licensor under such agreementsproperties. (c) At the Effective Date and thereafter during the Term, Licensor owns or controls and shall own or control the rights in and to the Licensed Products, Documentation, Third Party Products, AOL Services Content, AOL Marks and AOL Domain Names necessary to effectuate the grants of rights with respect to PC Access Services from Licensor to Licensee as contemplated herein. (d) At the Effective Date and thereafter during the Term, with respect to PC Access Services only, the Licensed Products and Documentation do and shall not infringe on any U.S. copyrights. At the Effective Date, with respect to the Core AOL Marks, (A) Licensor has registered such Core AOL Marks in the countries in the Territory identified in Section 2 of Attachment D, (B) Licensor has ------------ sought a trade or service xxxx registration for such Core AOL Marks in the countries in the Territory identified in Section 2 of Attachment D, but does not ------------ represent or warrant that such marks qualify for registration under applicable law, and (C) to the actual knowledge of the AOL Senior Executive Officers, without any investigation whatsoever, except for those Marks identified, and for the reasons described, in Section 3 of Attachment D, such Core AOL Marks do not ------------ infringe the rights of any third party in the Territory and there are no claims by AOL that such Core AOL Marks are being infringed in the Territory by a third party. Notwithstanding anything to the contrary herein, all representations and warranties by Licensor with respect to intellectual and industrial property rights are set forth in Sections 6.1 (c) and (d). For the avoidance of doubt, Licensor does not make representations and warranties with respect to AOL Domain Names, except as provided in subsection (a) above.