Representations and Warranties; Limitations. Section 6.1. Each party represents and warrants to the other party that:
(a) This Agreement is a legal, valid and binding obligation of the warranting party, enforceable against such party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity);
(b) The warranting party is not subject to any judgment, order, injunction, decree or award that would interfere with its performance of any of its obligations hereunder; and
(c) The warranting party has full power and authority to enter into and perform its obligations under this Agreement in accordance with its terms.
Section 6.2. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT AND THE BRAND, AND EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WITH RESPECT TO TITLE, NON-INFRINGEMENT, MERCHANTABILITY, VALUE, RELIABILITY OR FITNESS FOR USE. LICENSEE’S USE OF THE PERMITTED ACTIVITY IS SOLELY ON AN “AS-IS” BASIS.
Section 6.3. EXCEPT WITH RESPECT TO LICENSEE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS OR GOODWILL, BUSINESS INTERRUPTION AND THE LIKE) RELATING TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Representations and Warranties; Limitations. 4.01 Nothing in this agreement shall be construed as:
(a) A warranty or representation by either party as to the validity or scope of any the Patent except as provided in Section 4.03; or
(b) A warranty or representation that anything made by VTV, used, sold, or otherwise disposed of under any license granted in this agreement is or will be free of infringement of patents of third persons; or
(c) A requirement that either party shall file any patent application, secure any patent; or
(d) An obligation to bring or prosecute actions or suits against third parties for infringement of any patent; or
(e) An obligation to furnish any manufacturing or technical information, or any information concerning pending patent applications; or
(f) Conferring a right to use in advertising, publicity, or otherwise any trademark or tradename of the party from which a license is received under the agreement; or
(g) Granting by implication, estoppel, or otherwise, any licenses or rights under patents other than the Patent.
4.02 Neither party makes any representations, extends any warranties of any kind, either express or implied, or assumes any responsibilities whatever with respect to use, sale, or other disposition by the other party of products incorporating or made by use of inventions licensed under this agreement.
4.03 VTV represents and warrants that it is the exclusive licensee of the D3DSP Patent and that the Patent is issued and is valid. VTV represents that VTV is not aware of any alleged patent infringement and will notify EPL immediately of any allegation of infringement.
4.04 VTV indemnifies EPL from and against any claims for loss or damage by The Louisiana Land and Exploration Company ("LL&E"), or its successor in interest, Burlington Resources relating to that certain Agreement between VTV and LL&E dated January 16, 1997. VTV indemnifies EPL from and against any and all claims, damages, demands, and causes of action relating to any infringement or alleged infringement of any patent or other intellectual property right incurred or brought against EPL arising from this Agreement.
Representations and Warranties; Limitations. Section 7.1. Each party represents and warrants to the other party that:
(a) This Agreement is a legal, valid and binding obligation of the warranting party, enforceable against such party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity);
(b) The warranting party is not subject to any judgment, order, injunction, decree or award of any court, administrative agency or governmental body that would or might interfere with its performance of any of its material obligations hereunder; and
(c) The warranting party has full power and authority to enter into and perform its obligations under this Agreement in accordance with its terms.
Representations and Warranties; Limitations. 5.01 LICENSOR represents that it has the full authority to grant to LICENSEE the rights with respect to the Licensed Patent Rights in accordance with the provisions of this Agreement.
5.02 LICENSOR MAKES NO REPRESENTATIONS TO LICENSEE, EXTENDS NO WARRANTIES OF ANY NATURE, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, AND LICENSOR ASSUMES NO LIABILITIES OR RESPONSIBILITIES OF ANY NATURE WHATSOEVER WITH RESPECT TO THE MANUFACTURE, DISTRIBUTION, SALE, USE OR OTHER DISPOSITION BY LICENSEE OR ANY AFFILIATE OF LICENSEE, OR ANY VENDEE OR OTHER TRANSFEREE OR USER OF ANY OF THE LICENSED PRODUCTS OR OTHER PRODUCTS WHICH INCORPORATE, OR ARE FORMULATED OR MANUFACTURED BY USE 0F, ANY OF THE LICENSED PATENT RIGHTS OR ANY OTHER INFORMATION FURNISHED BY OR IN CONNECTION WITH THIS AGREEMENT.
5.03 LICENSOR MAKES HO REPRESENTATION OR WARRANTY AND IN NO EVENT SHALL LICENSOR OR ANY AFFILIATE OF LICENSOR BE LIABLE OR RESPONSIBLE TO LICENSEE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.
5.04 Without limiting the disclaimers set forth in Sections 5.02 and 5.03, nothing in this Agreement shall be construed as:
(a) a warranty or representation by LICENSOR as to the validity or scope of any patent included within the Licensed Patent Rights
(b) a warranty or representation by LICENSOR that anything made, used or sold or otherwise disposed of by LICENSEE under this Agreement is or will be free from infringement of patents of third persons;
(c) a requirement or obligation that LICENSOR furnish to LICENSEE any technical or manufacturing information concerning Licensed Products, or any of the substance of pending patent applications other than those included in the Licensed patent Rights;
(d) a grant by LICENSOR of any right to use in advertising, publicity, or otherwise a trademark, trade name or image and likeness of LICENSOR or its Affiliates, or any name or likeness of their respective employees, officers, or the inventors of any of the patents or patent applications included within the Licensed Patent Rights;
(e) a representation or warranty by LICENSOR as to the usefulness, fitness, merchantability or suitability of any product to be manufactured sold or otherwise distributed by LICENSEE or any Affiliate of LICENSEE.
Representations and Warranties; Limitations. 4.1 Nothing in this Agreement shall be construed as:
(a) A warranty or representation by either party as to the validity or scope of any LICENSED 041 PATENT or LICENSED 804 PATENT; or
(b) A warranty or representation that anything made, used, sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patent of third parties; or
(c) A requirement that either party shall file any patent application, secure any patent, or maintain any patent in force; or
(d) An obligation to bring or prosecute actions or suits against third parties for infringement of any patent including the LICENSED 041 PATENTS or LICENSED 804 PATENTS; or
(e) An obligation to furnish any manufacturing or technical information, or any information concerning pending patent applications; or
(f) Conferring a right to use in advertising, publicity, or otherwise any trademark or tradename of the other party; or
(g) Granting by implication, estoppel, or otherwise, any licenses or rights under any patent other than the LICENSED 804 PATENTS or LICENSED 041 PATENTS or those granted in section 2.3.
4.2 The parties makes no representation, extends no warranties of any kind, either express or implied, or assumes any responsibilities whatever with respect to use, sale, or other disposition by the other party or its vendees or transferees of products incorporating or made by use of inventions licensed under this Agreement.
4.3 To the extent permitted by law, a party shall not challenge or otherwise oppose the issuance, validity, or enforceability of a patent to which said party has been granted a license pursuant to this Agreement, and further agrees not to initiate or fund any such challenge or opposition (except as may be ordered by a court of competent jurisdiction).
Representations and Warranties; Limitations. (a) CTFOB represents and warrants that, except with respect to User Contributions identified as "editorial use only," your use of the User Contributions in accordance with this Agreement and in the form delivered by CTFOB will, to the actual knowledge of CTFOB, not infringe on any copyright, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and all necessary model and/or property releases for use of the User Contributions in the manner authorized by this Agreement have been obtained.
(b) Licensee acknowledges and agrees that the treatment of moral rights applicable to photographic works varies from country to country. User Contributions are accepted by CTFOB from around the world. In uploading User Contributions, User Contribution suppliers represent to CTFOB, with respect to the uploaded User Contributions, that they waive their moral rights, or where waiver is not allowed by the law where the User Contribution was created, to the fullest extent allowed by law, they covenant not to xxx to enforce their moral rights, and further that the waiver or covenant not to xxx is enforceable. CTFOB has not surveyed the laws of all countries from which User Contributions are accepted, and does not warrant the accuracy of the above described representation and warranty of its User Contribution providers.
(c) While we have made reasonable efforts to correctly categorize, keyword, caption and title the User Contributions, CTFOB does not warrant the accuracy of such information, or of any metadata provided with User Contributions.
(d) Except as provided in the "warranty of non-infringement" subsection (a) above, the User Contributions are provided "as is" without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. CTFOB does not represent or warrant that any of the User Contributions will meet your requirements or that its use will be uninterrupted or error free.
Representations and Warranties; Limitations. (a) The District represents and warrants as of the Effective Date and as of the Closing that, except as affected by the terms of this Agreement:
(i) It has not pledged, encumbered, caused to be liened, or hypothecated the Shares, the Change Application or the Well Site, and that it owns all of the rights, title, and interest to the same;
(ii) Each sale, conveyance, and transfer to the City and IMFT contemplated by this Agreement is in full compliance with all rules, by-laws, and procedures of the District;
(iii) All fees and assessments due and payable to the WJWUC in connection with the District’s ownership of the Shares have been paid;
(iv) The District has no agreement(s) that would conflict with the representations, warranties and covenants made in this Agreement; and,
(v) The District has full authority to enter into this Agreement; all action necessary to authorize the execution of this Agreement and its performance by the District have been taken; those executing the Agreement on behalf of the District have full authority to do so; and, this Agreement, upon execution, will be a binding legal obligation of the District.
(b) The City represents and warrants as of the Effective Date and as of the Closing:
(i) The City has no agreement(s) that would conflict with the representations, warranties and covenants made in this Agreement; and,
(ii) The City Council has adopted a resolution approving this Agreement and the payments to be made hereunder; such payments have been budgeted and appropriated by the City Council; the City has full authority to enter into this Agreement; all action necessary to authorize the execution of this Agreement and its performance by the City have been taken; those executing the Agreement on behalf of the City have full authority to do so; and this Agreement, upon execution, will be a binding legal obligation of the City.
Representations and Warranties; Limitations. 5.01 LICENSOR represents that it has the full authority to grant to LICENSEE the rights with respect to the Licensed Patent Rights in accordance with the provisions of this Agreement.
5.02 LICENSOR MAKES NO REPRESENTATIONS TO LICENSOR, EXTENDS NO WARRANTIES OF ANY NATURE, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, AND LICENSOR ASSUMES NO LIABILITIES OR RESPONSIBILITIES OF ANY NATURE WHATSOEVER WITH * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Representations and Warranties; Limitations. LICENSOR represents that it has the full authority to grant to LICENSEE the rights with respect to the Licensed Patent Rights in accordance with the provisions of this Agreement and that LICENSOR is the assignee of all patents and patent applications within the definition of Licensed Patent Rights listing Xxxxxx Xxx Xxxxx, M.D. and Xxxx Xx, Ph.D., O.M.D. as inventors that are necessary to effectuate the purposes of this Agreement.
Representations and Warranties; Limitations
