Licensor’s Representations Clause Samples
The Licensor’s Representations clause sets out the specific assurances or statements of fact that the licensor makes regarding their authority, ownership, and rights to grant the license. Typically, this clause confirms that the licensor owns the intellectual property being licensed, that the rights are free from encumbrances, and that granting the license does not infringe on third-party rights. By including these representations, the clause provides the licensee with confidence in the legitimacy of the license and allocates risk by making the licensor responsible for any misrepresentations.
Licensor’s Representations. Licensor hereby represents, warrants and covenants to Schering that as of the Execution Date:
(a) to the best of its knowledge, the Patent Rights and Licensor Know-How are subsisting and are not invalid or unenforceable, in whole or in part;
(b) it has the full right, power and authority to grant all of the right, title and interest in the licenses granted to Schering under Article II hereof;
(c) to the best of its knowledge, it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the Licensed Compound, Licensed Product, the Patent Rights, or Licensor Know- How;
(d) except as specifically set forth in Schedule 6.2(d), it is the sole and exclusive owner and/or licensee of the Patent Rights and Licensor Know-How, all of which are free and clear of any liens, charges and encumbrances, and to the best of its knowledge no other person, corporation or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of ownership with respect to the Patent Rights or Licensor Know-How, whatsoever;
(e) to the best of its knowledge, the Patent Rights and Licensor Know-How, and the development, manufacture, use, distribution, marketing, promotion and sale of Licensed Products do not interfere or infringe (as applicable) on any intellectual property rights owned or possessed by any third party;
(f) there are no claims, judgments or settlements against or amounts with respect thereto owed by Licensor, and to the best of its knowledge no pending or threatened claims or litigation against Licensor relating to Licensed Compound, the Patent Rights and Licensor Know-How;
(g) to the best of its knowledge, there are no circumstances that would adversely affect the commercial utility or the use of the Licensed Product;
(h) it has provided to Schering a summary of all material adverse events known to it relating to the Licensed Compound;
(i) there are no collaborative, licensing, material transfer, supply, distributorship or marketing agreements or arrangements or other similar agreements to which it or any of its Affiliates are a party relating to Licensed Compound, Licensed Product or Patent Rights which would materially limit the rights granted to Schering under this Agreement with respect to the Licensed Compound, Licensed Product or Patent Rights;
(j) there are no trademark(s) chosen, owned or controlled by Licensor or its Affiliates specifically in connection with the Licensed Compound a...
Licensor’s Representations. Licensor hereby represents, warrants and covenants to SPL that as of the Execution Date:
(a) to the best of its knowledge, the Patent Rights and Licensor Know-How are subsisting and are not invalid or unenforceable, in whole or in part;
(b) it has the full right, power and authority to grant all of the right, title and interest in the licenses granted to SPL under Article II hereof;
(c) to the best of its knowledge, it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the Licensed Compound, Licensed Product, the Patent Rights, or Licensor Know-How ;
(d) except as specifically set forth in Schedule 6.2(d), it is the sole and exclusive owner and/or licensee of the Patent Rights and Licensor Know-How, all of which are free and clear of any liens, charges and encumbrances, and to the best of its knowledge no other person, corporation or other private entity, or governmental entity or
Licensor’s Representations. Licensor hereby represents and warrants to Licensee as follows:
(a) Licensor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) Licensor has all necessary corporate power to enter into and perform its obligations under this Agreement and, as of the effective date of this Agreement, will have taken all necessary corporate action to authorize the execution and consummation of this Agreement.
(c) Licensor is not in default with respect to any term or provision of any charter, bylaw, mortgage, indenture, statute, rule or regulation applicable to it, or with respect to any order, writ, injunction, decree, rule or regulation of any court or administrative agency, which would preclude the performance of its obligations under this Agreement.
(d) Neither the execution nor the delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor the fulfillment of or compliance with the terms and provisions hereof will (i) violate any provision of law, administrative regulations or court decree applicable to Licensor; or (ii) conflict with or result in a breach of any of the terms, conditions or provisions of or constitute a default under the charter or bylaws of Licensee, or of any agreement or instrument to which Licensee is a party or by which it is bound.
(e) Licensor has good and marketable title and rights to the Licensed Assets and/or an appropriate license for the Licensed Assets subject only to such liens as may exist from time to time under an applicable credit or security agreement to Licensor and/or Licensee. Licensor has no knowledge of any third-party rights which would be infringed by the use of the Licensed Assets.
Licensor’s Representations. Licensor hereby represents and warrants to -------------------------- the Licensee that (a) Licensor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of the State of Delaware, and (b) Licensor has full corporate power and authority to execute, deliver and perform this Agreement.
Licensor’s Representations. Licensor has the right to license or sublicense the Licensed ▇▇▇▇ and Licensor owns or has received all proprietary rights to the text, graphics and images contained in the Licensed ▇▇▇▇.
Licensor’s Representations. Licensor covenants, represents and warrants to Licensee as follows:
6.1 Licensor is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is authorized to do business in all jurisdictions where such authorization is necessary.
6.2 Licensor has full corporate power, authority, and legal right to enter into this Agreement and this Agreement has been duly executed and delivered by Licensor to Licensee and is a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms.
6.3 Licensor is the sole owner of the Technology and has all legal and beneficial title to the Technology free and clear of all encumbrances.
6.4 Licensor will use its best efforts to maintain all existing patents and patent applications that Licensor owns in respect of the Technology, at no charge to Licensee.
6.5 Licensor will, at the request of Licensee, continue to undertake research and development to improve the Products and Technology.
6.6 Licensor will work with Licensee to develop the Technology and will provide Licensee with guidance on technical matters at Licensee's request.
6.7 Licensor will not assert, against Licensor, any claim that the use or sublicense of any Technology or any manufacture, use, sale or sublicense of any products relating to the Technology in accordance with this Agreement infringes or violates any intellectual property rights of Licensor now or hereafter existing.
Licensor’s Representations. Licensor represents, both as of the Effective Date and at all times during the term of this Agreement, as follows:
(a) Licensor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, United States of America, and has the power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement and all documents relating hereto by Licensor have been duly and validly authorized by all requisite corporate action and constitute valid and binding obligations of Licensor enforceable in accordance with their respective terms.
(b) Licensor is the owner of the Licensed Technology, and has the full right, power and authority to (1) license and otherwise grant all of the rights existing in and to the CTI System to any Person anywhere in the world, and (2) grant to Licensee the rights and license granted under this Agreement.
Licensor’s Representations. Licensor represents and warrants that he has the right to enter into this Agreement and to grant the rights granted to Licensee hereunder. In addition, Licensor shall not commit any act or become involved in any situation or occurrence, knowledge of which is made public after the date hereof, which act, situation or occurrence, in Licensee's reasonable opinion, degrades the Property in society or brings the Property into public disrepute, contempt, scandal, scorn or ridicule, or tends to provoke, shock or offend the community or any sizable group or class thereof, or which subjects or tends to subject Licensor to contempt or scandal.
Licensor’s Representations. The Licensor represents and warrants to the Licensee that:
(a) it is the sole owner of the Processing Technology and Facilities; free and clear of all encumbrances except for the loan described in paragraph 11 above.
(b) such Processing Technology and Facilities do not infringe on the intellectual property of any other person;
(c) such Processing Technology and Facilities is currently capable of extracting, processing and producing but not limited to the following products of a industrial and scientific laboratory quality and grade:
Licensor’s Representations. 11.1 By entering into this Agreement, LICENSOR represents that, subject to obtaining the ▇-▇ Consent (as defined in Section 22.1), neither this Agreement nor the transactions contemplated hereunder conflict with or violate or will conflict with or violate the terms of any existing oral or written commitment, obligation, arrangement, understanding or contract to which LICENSOR or any of its principals is a party or by which any of them or the Products are bound, or would require LICENSEE to make to any third party any payment of royalty, or any compensation whatsoever as a result hereof.