REPRESENTATION AND WARRANTIES OF LICENSOR Sample Clauses

REPRESENTATION AND WARRANTIES OF LICENSOR. Licensor represents, warrants and covenants as follows: 1. Distributor shall have the right throughout the Term to utilize, reproduce, transmit, broadcast, exploit, and publicize the names, likenesses and voices of all persons appearing in or rendering services, or contributing rights to the production of the Picture. 2. Licensor will own or control all music in the Picture and will have valid and subsisting synchronization, performing, and other applicable licenses respecting such music as my be necessary in connection with the full exercise by Distributor of the rights. 3. The Picture shall be duly registered and otherwise protected by copyright throughout the Territory prior to the date of delivery hereunder and at all times during the Term.
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REPRESENTATION AND WARRANTIES OF LICENSOR. (a) Licensor hereby represents and warrants to Licensee that Licensor is the sole and exclusive owner of all rights in and to MERAD, the Documentation and the Mark; xxat it has the full right and power to grant the license contemplated by this Agreement; and that such license will not violate the rights of any other person or entity or any other agreement to which Licensor is a party. OTHER THAN THESE EXPRESS WARRANTIES, LICENSOR MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER TO LICENSEE, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR OR INTENDED PURPOSE. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY THAT MERAD WILL MEET ANY PARTICULAR REQUIREMENT OR BUSINESS NEED OF LICENSEE, EVEN IF LICENSEE HAS BEEN ADVISED OF SUCH REQUIREMENT OR NEED. BY ACCEPTING THIS LICENSE, LICENSEE SPECIFICALLY ACKNOWLEDGES THAT LICENSEE IS AWARE THAT MERAD IS IN ITS EARLY PHASES OF DEVELOPMENT AND THAT FUTURE VERSIONS OF MERAD MAY BE NECESSARY TO FULLY IMPLEMENT THE DESIRED FEATURES OF MERAD OR TO DEBUG ANY PROBLEMS THAT MAY ARISE. (b) As Licensee's sole remedy for a breach of the warranties contained herein, Licensor agrees to defend and indemnify Licensee with respect to any action brought against Licensee to the extent that such action is based upon a claim that the Agreement constitutes direct infringement of any proprietary right or copyright in the United States and will pay all damages and costs attributable to such claim which may be finally awarded against Licensee in any such action; provided, however, that Licensor shall be promptly informed by Licensee in writing of any such claim and furnished a copy of all communications or other documents relating thereto, shall be given by Licensee all requisite assistance and information necessary to defend or settle such claim, and shall have the absolute right and authority to defend or settle such claim. (c) EXCEPT AS EXPRESSLY STATED ABOVE, IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES ARISING FROM OR AS A RESULT OF THE USE OR THE INABILITY TO USE MERAD, DOCUMENTATION OR THE MARK XXX ANY REASON WHATSOEVER, OR THE LOSS OF DATA OR OTHER PROPRIETARY INFORMATION OF LICENSEE OR DAMAGE TO ANY OF LICENSEE'S SOFTWARE, HARDWARE OR ANY OTHER PERIPHERAL COMPUTER EQUIPMENT, LICENSEE SPECIFICALLY ACKNOWLEDGES THAT MERAD IS IN ITS DEVELOPMENT STAGE AND MAY NOT BE FULLY O...
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REPRESENTATION AND WARRANTIES OF LICENSOR. 7 Section 3.1 Organization Standing and Authority.....................7 Section 3.2 Authorization and Binding Obligation....................7 Section 3.3 Registered Investment Adviser...........................7 Section 3.4 Absence of Conflicting Agreements.......................7 Section 3.5 Title to and Condition of Assets........................8 Section 3.6 Consents................................................8 Section 3.7 Financial Conditions; Effects of Sale of Assets.....
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REPRESENTATION AND WARRANTIES OF LICENSOR. Licensor hereby represents and warrants to Licensee the following: (1) That the execution by and performance of this Agreement by Licensor will not cause it to be in breach of any other agreement, warranty, covenant, representation, law, statute, regulation or ordinance. (2) That the execution of this Agreement has been duly authorized by Licensor in accordance with its operational rules and procedures as set forth in the laws of the jurisdiction wherein it was created and/or its own internal governance documents. (3) That Licensor is the sole owner of all of the Licensed Technology and Licensed Trademarks free and clear of any and all liens or other encumbrances. (4) That Licensor is a corporation duly established and in good standing under the applicable laws and statutes of the State of . (5) That any and all representations made to Licensee and any and all documents provided or to be provided pursuant to this Agreement are true, correct and complete.
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REPRESENTATION AND WARRANTIES OF LICENSOR. Licensor hereby represents and warrants to Licensee as follows:
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REPRESENTATION AND WARRANTIES OF LICENSOR. Except for the rights, if any, of the Governmental Body, Licensor represents and warrants to Licensee that: (i) Licensor is the owner or agent of the entire right, title, and interest in and to Licensor Patent Rights (other than the right, title and interest of any joint owner identified in Exhibit A), (ii) Licensor has the right to grant licenses hereunder, (iii) to the knowledge of Licensor’s designated office for technology commercialization, Licensor has not knowingly granted and will not grant licenses or other rights under the Licensor Patent Rights that are in conflict with the terms and conditions in the Agreement and (iv) to the knowledge of Licensor’s designated office for technology commercialization, Licensor has not received: (a) any written notice that any of the Licensor Patent Rights are invalid or unenforceable, or (b) any written notice of any actual or threatened claims that the use of or practice of the Licensor Patent Rights, Licensor Know-How, or Licensor Material infringes or misappropriates (or has infringed or misappropriated) the intellectual property of any Third Party.
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REPRESENTATION AND WARRANTIES OF LICENSOR 
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Related to REPRESENTATION AND WARRANTIES OF LICENSOR

  • Representations and Warranties of Licensor Licensor hereby represents and warrants to Licensee as follows:

  • Representations and Warranties of Licensee Licensee hereby represents and warrants to Licensor as follows:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of Developer Developer represents and warrants to the City as follows:

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

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