OWNERSHIP/AUTHORIZATION Sample Clauses

OWNERSHIP/AUTHORIZATION. GSF acknowledges that, as between GSF and the Customer, the Customer owns all rights, titles and interests, including all intellectual property rights related to the Customer Data. The Customer hereby grants GSF, and any Partner or third party that provides a Third-Party Product as part of the Services, a non-exclusive, royalty-free, worldwide license to reproduce, distribute, use and otherwise display Customer Data and to perform any actions relating to Customer Data that may be necessary for GSF or its Partners to fulfill their obligations under this Agreement, including, but not limited to, granting Software Licenses to the Customer.
Sample 1
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OWNERSHIP/AUTHORIZATION. The Licensor represents, warrants and covenants that it is either the owner of, or, to the extent the Licensor Database consists of data or information from a Third Party Database, duly and lawfully authorized by the Third Party providing such Third Party Database to make available to the Licensee (and "resellers" permitted by the Licensor pursuant to section 2.0 or otherwise) for use for rendering Services to Customers for the Applications, the Licensor Database and has the right, power and authority to grant the licenses granted hereunder. Subject to the limitations set forth in Article XIV, the Licensor shall indemnify, defend and hold the Licensee harmless from and against all claims, costs, losses, expenses and damages (excluding indirect, special or consequential damages (including lost profits)) suffered by the Licensee primarily and directly attributable to any Third Party allegation that the Licensor Database (excluding information provided by any Third Party Database) was not legally compiled, whether through independent creation or effort, or from publicly available, or from other lawful authorized, sources, or any allegation of copyright infringement or infringement of other Third Party Intellectual Property Rights arising directly and primarily out of the license hereunder of and/or the Licensee's use or provision of the Licensor Database (excluding information provided by any Third Party Database) for providing Services for the Applications through the Delivery Methods, in the manner licensed in this Agreement (including, to the same extent and subject to the same limitations, any such claims, costs, losses, expenses and damages suffered by the Licensee (including for indemnity obligations or the like to "resellers" permitted by the Licensor pursuant to section 2.0 or otherwise) primarily and directly attributable to any such Third Party allegation arising in connection with such "reseller" arrangements). In connection therewith, (a) the Licensee shall give to the Licensor prompt notice of any such allegation, (b) the Licensor shall maintain full and complete control over the defense of any such allegation and (c) the Licensee shall fully cooperate (at the Licensor's cost to the extent of the Licensee's reasonable out-of-pocket expenses) with the Licensor in the defense of any such allegation and shall comply with any settlement or license that the Licensor shall elect to enter into with any claimant (provided only that the Licensee's complia...
Sample 1
OWNERSHIP/AUTHORIZATION. The equity owners of each Seller are set forth on Schedule 3.01. Seller has full legal right, power and authority to execute, deliver, and perform this Agreement and each of the other Acquisition Documents to which it is a party, and to sell, assign, transfer, convey and deliver the Seller’s Assets pursuant hereto and thereto. Each Governing Authority of Seller has taken all actions required by Law, its Organizational Documents or otherwise to duly authorize the execution and delivery of this Agreement, and the other Acquisition Documents to which it is a party, and the performance of its obligations hereunder and thereunder and no further authorization or consent of the Governing Authority is required in order to approve the consummation of the Subject Transactions. This Agreement has been duly executed and delivered by the Seller Parties and upon the execution and delivery of the remaining Acquisition Documents by a duly authorized officer of Seller, the remaining Acquisition Documents will have been duly executed and delivered by the Seller Parties, and this Agreement is, and such other Acquisition Documents will be, upon due execution and delivery thereof, the legal, valid, and binding obligations of the Seller Parties enforceable against them in accordance with the respective terms thereof.
Sample 1

Related to OWNERSHIP/AUTHORIZATION

  • Power; Authorization Such Investor has all requisite power and authority to execute and deliver this Agreement. This Agreement, when executed and delivered by such Investor, will constitute a valid and legally binding obligation of such Investor, enforceable in accordance with its respective terms, except as: (a) limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; and (b) limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

  • Authorization, Etc This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • Organizational Power; Authorization The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member, action. This Agreement has been duly executed and delivered by the Borrower, and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations of the Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

  • Corporate and Governmental Authorization No --------------------------------------------

  • Corporate Power; Authorization The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver this Warrant, to sell and issue the Warrant and Warrant Stock and to carry out and perform all of its obligations hereunder. This Warrant has been duly authorized, executed and delivered on behalf of the Company by the person executing this Warrant and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally and (ii) as limited by equitable principles generally.

  • Governmental Authorizations, Etc No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • Board Authorization Prior to delivering notice of the proposed terms of an Agency Transaction or a Principal Transaction pursuant to Section 1 (or at such time as otherwise agreed between the Company and the Agents), the Company shall have (i) obtained from its board of directors thereof all necessary corporate authority for the sale of the Shares pursuant to the relevant Agency Transaction or Principal Transaction, as the case may be, and (ii) provided to the Agents a copy of the relevant board resolutions or other authority.

  • Corporate and Governmental Authorization; Contravention The execution, delivery and performance by each Obligor of this Agreement and the other Credit Documents to which it is a party are within such Obligor’s corporate, limited liability or partnership powers, have been duly authorized by all necessary corporate, limited liability company or partnership action, require no action by or in respect of, or filing with, any governmental body, agency or official (except such as have been completed or made and are in full force and effect) and do not contravene, or constitute a default under, any provision of (x) applicable law or regulation, (y) the articles of incorporation or by-laws or other constituent documents of such Obligor or (z) any material agreement, judgment, injunction, order, decree or other instrument binding upon any Obligor or any Material Subsidiary or result in the creation or imposition of any Lien on any asset of any Obligor or any Material Subsidiary, except in each case referred to in the foregoing clauses (x) and (z) to the extent such contravention or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

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