Licensor’s Warranty. Licensor represents and warrants to Licensee, on a continuing basis, that:
(1) Licensor owns, or has the right to license, the Licensed Marks;
(2) Licensor has (and will have at all relevant times) the right to grant a license to use the Licensed Marks to Licensee; and
(3) the use of the Licensed Marks by Licensee in accordance with this Agreement will not infringe the intellectual property rights or any other rights of any other Person.
Licensor’s Warranty. Licensor warrants that it owns rights to the Licensed IP and that there are not any suits or proceedings pending or threatened which allege that any Licensed IP or the use thereof infringes upon such patents, copyrights, or trademarks.
Licensor’s Warranty. Licensor hereby warrants that to its knowledge it has the necessary rights and title to license the Software to the Licensee.
Licensor’s Warranty. Notwithstanding the Disclaimer of Section 4, Xxxxxx hereby represents, warrants and covenants (i) that it will comply with all laws applicable to Licensor; (ii) that Licensor shall in accordance with Section 3(a), maintain at all times during the term of this Agreement all governmental and regulatory licenses, registrations, permits, certifications, and approvals required for the Licensed Indices and Licensed Marks; (iii) that Licensor has obtained and shall maintain at all times during the term of this Agreement all third party permissions, rights, and consents required for any underlying data sets, variables and metrics used in weighing, determining or calculating the Licensed Indices or any component thereof; and (iv) that Licensor has the right and authority to grant the license in this Section to the Licensed Indices and Marks for use as contemplated under this Agreement in the United States and each state therein, including the right to further sublicense as contemplated by this Agreement. Licensor shall provide proof of such licenses, registrations, permits, certifications, rights, consents, and approvals promptly upon Licensee’s reasonable request. Licensor agrees to provide prompt notice to Licensee in the event that Licensor loses its underlying license with SumGrowth, or its authority to grant the rights or provide the sublicenses under this Agreement are impaired.
Licensor’s Warranty. Licensor represents and warrants to Licensee that it is the sole owner and proprietor of Material and has the power to enter into this Agreement. Licensor hereby agrees to indemnify Licensee, its officers, agents and employees and to hold them harmless against claims, demands, causes of action or damages, for trademark or copyright infringement arising out of the use of the Material as authorized by this Agreement, provided that Licensor is given immediate notice of and shall have the option to undertake and conduct the defense of any such claim, demand or cause of action. Licensee may, but shall not be obligated to, join in such defense and be represented by its own counsel. All liabilities, expenses, losses, damages and reasonable attorney's fees in connection with any such claim shall be paid by the Licensor, except that if Licensee elects to be represented by its own counsel, Licensee will pay its own attorney's fees. Licensee agrees that while it may counsel Licensor concerning the disposition of any such action, Licensor shall have the sole final decision concerning the disposition of any action and the right to dispose of inventory and works in progress as it sees fit.
Licensor’s Warranty. Licensor represents and warrants to Licensee that it is the sole owner of the Material and the sole proprietor of the copyrights, rights of reproduction and all other intellectual property rights in the Material and each item thereof (including but not limited to the rights to make alterations and changes therein as well as derivative works therefrom) and has the power to enter into this Agreement and that furthermore the grant to the Licensee set forth in this Agreement does not violate or infringe upon the rights or asserted rights or claimed rights of any third party and that, provided that the Licensee complies with each and every covenant and condition on its part to be performed hereunder with respect to the design, production, marketing and sale of the Goods, such performance by the Licensee does not and will not violate or infringe upon the rights or asserted rights or claimed rights of any third party. Licensor hereby agrees to indemnify Licensee, its officers, agents and employees arid to hold them and each of them harmless (including, but not limited to attorney’s fees and the other reasonable costs of defending or otherwise resisting) against claims, demands, causes of action or damages, for trademark or copyright infringement arising out of the use of the Material as authorized by this Agreement, provided that Licensor is given immediate notice of and shall have the option to undertake and conduct the defense of any such claim, demand or cause of action. Licensee may, but shall not be obligated to, join in such defense and be represented by its own counsel. All liabilities, expenses, losses, damages and reasonable attorney’s fees in connection with any such claim shall be paid by Licensor, except that if Licensee elects to be represented by its own counsel, Licensee will pay its own attorney’s fees. Licensee agrees that while it may counsel Licensor concerning the disposition of any such action, Licensor shall have the sole final decision concerning the disposition of any action and the right to dispose of inventory and works in progress as it sees fit, subject in all events, to the Licensor’s undertaking and duty to indemnify and hold the Licensee its officers, agents and employees and each of them harmless, as aforesaid.
Licensor’s Warranty. (a) Each Licensor respectively represents and warrants, severally and not jointly, that it has the full right, power, and authority to enter into and perform this Agreement, that it is not a Party to any agreement or understanding which would conflict with this Agreement, and that it owns, controls, or has previously been granted the necessary rights in and to the Licensed Marks (other than the Unregistered Marks) which enable such Licensor to grant to Licensee the rights granted herein. Each Licensor respectively further represents and warrants, severally and not jointly, that it is in, and shall remain within, compliance with all applicable Laws required for performance of its obligations under this Agreement. Except for the Licensed Marks identified in Exhibit G, each Licensor further represents that, as of the Effective Date, it is not aware of any infringements of its Licensed Marks in the Licensed Territory, and that, to the best of its knowledge, information and belief, the Licensed Marks are noninfringing.
(b) Except as otherwise set forth in this Agreement, each Licensor:
(i) makes no other representation or warranty, express or implied;
(ii) assumes no liability with respect to any infringement of any patent or other right of third parties resulting from Licensee’s activities under the license granted hereby; and
(iii) assumes no liability with regard to any claim, specious or otherwise, arising out of alleged side effects or any other alleged performance defect arising out of the use or misuse of the Licensed Products.
Licensor’s Warranty. LICENSOR represents and warrants that it has the full right, power, and authority to enter into and perform this LICENSE, that it is not a party to any agreement or understanding which would conflict with this LICENSE, and that it owns, controls, or has previously been granted the necessary rights in and to the LICENSED MARKS which enable LICENSOR to grant to LICENSEE the rights granted herein. LICENSOR further represents that, as of Closing, it is not aware of any infringements of the LICENSED MARKS in North America and that, to the best of its knowledge, information, and belief, the LICENSED MARKS are noninfringing. LICENSOR (a) makes no other representation or warranty, express or implied, (b) assumes no liability with respect to any infringement of any patent or other right of third parties due to LICENSEE’S activities under the license granted hereby and (c) assumes no liability with regard to any claim, specious or otherwise, arising out of alleged side effects or any other alleged performance defect arising out of the use or misuse of the LICENSED PRODUCTS.
Licensor’s Warranty. The Licensor warrants that:
(a) it owns or has a licence to use the Data; and
(b) the licensing of the Data by the Licensor and the use of the Data by the Licensee and any End User in accordance with this Agreement and any End User Agreement (as applicable) will not breach:
(i) the Intellectual Property rights of any third party; or
(ii) the provisions of the Privacy Xxx 0000 or any other applicable law relating to the protection of personal data.
Licensor’s Warranty. 15.1 Licensor warrants that each of Licensor’s Group’s consumer products which have identical Technical Specifications to a Product comply, if used in accordance with the instructions given for it, for the purpose intended and for domestic use, with all applicable health and safety laws relevant to domestic use by consumers in each jurisdiction in which members of Licensor’s Group offer such product for sale.
15.2 Subject to Clause 14.1, nothing in this Agreement shall be or be deemed to be a representation or warranty by Licensor as to the existence, ownership, validity, enforceability or value of any of the Trade Marks, the Formulation Rights, the Packaging Rights, the Technical Specifications or any other rights granted hereunder.
