Licensor’s Representations and Warranties. Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.
Licensor’s Representations and Warranties. Licensor represents and warrants that:
(a) The patents and patent applications identified on Schedule A are accurately described and are all the patents and patent applications currently owned by Licensor or its Affiliates that are necessary or useful for Licensor to make, use, offer to sell, sell, and import the Licensed Products in the Field of Use in the Territory;
(b) it and its Affiliates are the sole and exclusive owners of the entire right, title, and interest in and to the Licensed Patents in the Field of Use in the Territory, as evidenced by the assignment agreements attached hereto as Exhibit 2;
(c) it has, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and is not under any obligation to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Patents in the Field of Use in the Territory that conflicts with the rights and licenses granted to Licensee hereunder;
(d) Licensor has complied and/or will comply in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid and/or will pay all filing and renewal fees payable with respect thereto;
(e) Licensor will comply with all terms of the UMB Agreement to preserve its rights in the Option;
(f) Licensor intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB Agreement.
(g) Licensor understands that the Preferred Stock and the shares of common stock of the Licensor underlying the Preferred Stock (“Conversion Shares”) are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Preferred Stock and Conversion Shares as principal for its own account and not with a view to or for distributing or reselling such Preferred Stock and Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Preferred Stock and Conversion Shares in violation of the Securities Act or any applicable state secur...
Licensor’s Representations and Warranties. Licensor represents and warrants to Licensee that:
(a) It has the full right, power and authority to grant the rights herein granted to Licensee, including without limitation the right to license the Trademarks in accordance with this Agreement; and
(b) Neither Licensor nor any Affiliate of Licensor has granted any third party a license to use during the Term the Trademarks in violation of Licensee’s exclusive rights hereunder, and no such other license shall be granted to any other party during the Term.
Licensor’s Representations and Warranties. Licensor hereby represents and warrants to Licensee that:
Licensor’s Representations and Warranties. Licensor hereby represents and warrants to Licensee that as of the date hereof:
a. Licensor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and this Agreement has been duly authorized by all necessary corporate action.
b. This Agreement is the legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms.
c. Neither the execution and delivery of this Agreement nor the compliance with the terms and conditions hereof will conflict with, result in a breach or violation by Licensor of or constitute a default under any of the terms, conditions or provisions of any contract, agreement or other instrument to which Licensor is or may be bound or affected.
d. The Patent Rights include all patents and patent applications that Licensor has any interest in and which are useable in connection with making, using or selling Sensors and/or Instruments in the Field of Use.
e. Except for the non exclusive rights Nihon Kohden has in U.S. Patent No. 5,579,763 and foreign equivalents in conjunction with ISFET pCO2 and CO2 sensors, Licensor is the sole and exclusive licensee of the Exhibit A1 Patent Rights and Licensor has not granted any licenses or any other rights in the Exhibit A1 Patent Rights to any party other than Licensee. Licensor is the sole and exclusive owner of the Exhibit A2 Patent Rights, free and clear of any license, security interests, known claims, encumbrances or known charges of any kind, and has full right, power and authority to enter into this Agreement and to grant to Licensee the rights to be granted hereunder. Licensor has not granted to any third party any rights of first refusal with respect to the licenses granted herein or any other rights to obtain a license from Licensor to practice the Patent Rights, other than as set forth in the ICCM License.
f. Licensor is not under any obligations inconsistent with the provisions of this Agreement.
g. To the best of Licensor's knowledge, (i) the Patent Rights are valid and enforceable, including inventorship, and (ii) the rights granted under this Agreement do not infringe any patent, copyright, trademark, license, trade secret or other intellectual property right of any third party. Licensor is not aware of any information which could render any of the claims of any of the Patent Rights invalid or unenforceable.
h. There is no legal, administrative, arbitration, or other proceeding, suit, claim or ...
Licensor’s Representations and Warranties. Licensor hereby represents and warrants to Licensee that (a) Licensor is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder, (b) the execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action and (c) this Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement.
Licensor’s Representations and Warranties. Licensor hereby represents, warrants and covenants to the Licensee that, as of the Effective Date:
11.1 Licensor has not assigned, sold, hypothecated, encumbered or otherwise disposed of any of its rights to the Properties except pursuant to this Agreement.
11.2 Licensor has full authority, capacity and power to execute and deliver this Agreement, to grant the License to the Licensee, and to perform under this Agreement. This Agreement has been duly executed by Licensor and is a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms.
11.3 To Licensor’s knowledge, Licensor owns the copyright and proprietary rights to the Properties, free and clear of lien, claim or encumbrances, and neither the Properties, this Agreement nor the License has or will infringe on any third party’s copyright, proprietary right, trade secret, patent, or other right or property.
Licensor’s Representations and Warranties. Licensor represents and warrants that it has the full legal authority, power, and right to enter into this Agreement and to grant Licensee and Licensee Affiliates the rights, privileges, and releases set forth herein.
Licensor’s Representations and Warranties of the Original Agreement is deleted in its entirety and replaced with the following: [If SOCAN takes the position that mechanical royalties arise out of streaming or temporary download in cache, licensees should bear that royalty cost for the same reasons as public performance royalties. We have used the alternative language below in the footnote1, if TVN feels more comfortable with that.] The performing and mechanical reproduction rights to any musical works contained in each of the Licensed Films, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Licensed Films in accordance herewith, or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of a Licensed Film, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.
Licensor’s Representations and Warranties. Licensor hereby represents and warrants to Licensee that as of the date hereof:
(a) Licensee is a non-profit corporation duly organized, validly existing and in good standing under the laws of the State of California, and this Agreement has been duly authorized by all necessary corporate action.
(b) This Agreement is the legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms.
(c) Neither the execution and delivery of this Agreement nor the compliance with the terms and conditions hereof will conflict with, result in a breach or violation by Licensor of or constitute a default under any of the terms, conditions or provisions of any contract, agreement or other instrument to which Licensor is or may be bound or affected.
(d) Licensor is the sole and exclusive owner of the Patent Rights, free and clear of any license, security interests, known claims, encumbrances or known charges of any kind, and has full right, power and authority to enter into this Agreement and to grant to Licensee the rights to be granted hereunder. No other party has any rights of first refusal with respect to the licenses granted herein or any other rights to obtain a license from Licensor to practice the Patent Rights.
(e) Licensor is not under any obligations inconsistent with the provisions of this Agreement.
(f) To the best of Licensor's knowledge, (i) the Patent Rights are valid and enforceable, including inventorship, and (ii) the rights granted under this Agreement do not infringe any patent, copyright, trademark, license, trade secret or other intellectual property right of any third party. Licensor is not aware of any information which could render any of the claims of any of the Patent Rights invalid or unenforceable.
(g) There is no legal, administrative, arbitration, or other proceeding, suit, claim or action of any nature, judgment, decree, decision, injunction, writ or order pending or, to the knowledge of Licensor, threatened or contemplated by or against or involving Licensor or its shareholders directors or officers (but only in their capacity as such), pertaining to the Patent Rights or this Agreement, whether at law or in equity, before or by any person, entity governmental or quasi-governmental, administrative or regulatory agency or any court.
(h) If any of the representations or warranties by Licensor in this Section 7 are or become inaccurate or breached, Licensee, in addition to its other rights under this Agre...
