Of Licensor. Licensor represents and warrants to Licensee that the making of this Agreement by Licensor does not violate or infringe any agreements, right or obligations of Licensor or any other person, firm, or corporation, that Licensor has the full right, power and authority to enter into and fully perform this agreement. To the exclusion of any other warranty and representation, Licensor warrants and represents
Of Licensor. If there is a monetary recovery, USSC shall be reimbursed for its out of pocket expenses, excluding attorneys fees and expenses, in rendering assistance to LICENSOR.
Of Licensor. SAP will supply the technical support department/contact with the required End User information specified in Exhibit E. Licensor's technical support department/contact will then use reasonable efforts to provide SAP with a Case Remedy that is satisfactory to the End User in accordance with the applicable priority category of the Common Case Priorities. Licensor agrees to provide End Users directly with a Case Remedy when necessary to resolve the End User Cases in a prompt manner.
Of Licensor. Licensor represents and warrants to Licensee as follows:
9.1.1 Licensor owns or has sufficient authority to convey the rights under the Licensor Rights free and clear of all Encumbrances and, except as set forth herein, the Licensor Rights are not subject to any exclusive licenses or other rights of use;
9.1.2 All necessary action has been taken by Licensor to approve the execution and consummation of this Agreement;
9.1.3 Licensor has all necessary power and authority to enter into and perform its obligations under this Agreement and has taken all necessary action in accordance with its organizational documents and has received any consents and approvals which are necessary to authorize the execution and consummation of this Agreement;
9.1.4 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 Law, or (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the organizational documents of Licensor, or any agreement or instrument to which Licensor is a party or by which it is bound;
9.1.5 Licensor has the full right, power and authority to grant to Licensee the use of the Licensor Rights in accordance with the terms and provisions of this Agreement;
9.1.6 To the best of Licensor’s knowledge, the Licensor Rights do not infringe on or violate any right of any third party;
9.1.7 There is no action, suit, claim, proceeding or governmental investigation pending or, to the best of Licensor’s knowledge, threatened against Licensor with respect to the Licensor Rights; and
9.1.8 To the best of Licensor’s knowledge, the Licensed Patents are valid and enforceable within the Licensed Territory.
Of Licensor. Licensor hereby represents, warrants and covenants to Licensee as follows:
Of Licensor. Any purported assignment by Licensee in violation of this provision shall be null and void and grounds for immediate termination of this Agreement. SECTION SEVEN ------------- PATENT PROSECUTION
Of Licensor. Licensor warrants that a. It owns the exclusive right, title, and interest in each Trademark for the Territory;
Of Licensor. During the term and any renewal or extension period herein provided for, Licensor agrees that it will, (i) not incur any expense or perform any business function of any nature or kind in connection with the business of the Licensee without the express written approval of Licensee; (ii) not engage in any business competitive to the business of Licensee or aid any competitor in any manner, directly or indirectly, during the term of this agreement not incur or create any expenses chargeable to Licensor without the prior written approval of Licensor; (iii) use its reasonable best efforts to aid Licensee and cooperate in the advertising, promotion, publicity, marketing, distribution and sale of the Licensed Products throughout the Territory.
Of Licensor. Licensor warrants that:
a. It owns the exclusive right, title, and interest in each Trademark;
b. Each Trademark is valid and enforceable;
c. Use of any Trademark does not infringe any rights of Third Parties; and
d. It has the right and authority to enter into this Agreement.
Of Licensor. Licensor represents and warrants that, as of the date of this Agreement:
1. Licensor holds the right to grant the license hereunder and to permit the lawful exercise of the rights granted without Licensee having any obligation to pay any royalties, compulsory license fees, residuals or any other payments, other than as set forth in this Agreement;
2. it has not received notice from any third party that Licensor’s use of the Trademarks prior to the Effective Date infringes or misappropriates any trademark, trade name and/or other trademark or other intellectual property right or other right of any third party; and
3. execution and delivery of this Agreement do not, and the performance of Licensor’s obligations hereunder will not (1) conflict with, violate, result in a breach of or constitute a default (or an event which, with notice or passage of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, any other agreement to which Licensor is party or by which Licensor, or any of its assets may be bound including, without limitation, any non-compete or confidentiality agreement; (2) violate any order, writ, injunction, decree, judgment or ruling of any court or governmental authority; or
