Of Licensor Sample Clauses
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 the End User with a Case Remedy that is satisfactory to the End User in accordance with the applicable priority category of the Common Case Priorities.
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 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 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. 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. Licensee hereby irrevocably transfers and assigns to Licensor all of Licensee’s right, title and interest worldwide in and to all Feedback, including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual and property rights related thereto, effective immediately upon its delivery by Licensee to Licensor. Licensee retains no right to use any Feedback and agrees not to challenge the validity of the Licensor’s ownership in all Feedback, even if Licensor incorporates any of it into the Licensed Software, the Licensor Services or any other products or services.
Of Licensor. Licensor hereby represents, warrants and covenants to Licensee as follows: