Common use of Representations and Warranties of ORBCOMM Clause in Contracts

Representations and Warranties of ORBCOMM. (i) ORBCOMM represents and warrants to Licensee that (A) ORBCOMM is a limited partnership duly formed and validly existing under the laws of the State of Delaware, (B) ORBCOMM has the partnership power to enter into the Transaction Agreements to which it is a party and perform its obligations thereunder and the execution, delivery and performance by ORBCOMM of the Transaction Agreements to which it is a party has been duly authorized by all necessary action on the part of ORBCOMM, (C) the Transaction Agreements to which it is a party have been duly executed and delivered by ORBCOMM and each constitutes a legally valid and binding obligation of ORBCOMM, enforceable against ORBCOMM in accordance with its terms, (D) the ORBCOMM Entities' operation of the ORBCOMM System will not violate any United States copyright, trade secret, trademark or patent rights of any third party or, if found to violate, shall promptly remedy such violation by modifying any infringing item or by entering into an appropriate license arrangement with such third party, and (E) the ORBCOMM Entities' use of the ORBCOMM System will not contravene any United States federal, state or local rules, regulations, laws or treaties, including, but not limited, to licensing requirements; and

Representations and Warranties of ORBCOMM. (i) ORBCOMM represents and warrants to Licensee that (A) ORBCOMM is a limited partnership duly formed and validly existing under the laws of the State of Delaware, (B) ORBCOMM has the partnership power to enter into the Transaction Agreements to which it is a party and perform its obligations thereunder and the execution, delivery and performance by ORBCOMM of the Transaction Agreements to which it is a party has been duly authorized by all necessary action on the part of ORBCOMM, (C) the Transaction Agreements to which it is a party have been duly executed and delivered by ORBCOMM and each constitutes a legally valid and binding obligation of ORBCOMM, enforceable against ORBCOMM in accordance with its terms, (D) the ORBCOMM Entities' operation of the ORBCOMM System will not violate any United States registered copyright, trade secret, trademark or patent rights of any third party in effect in the Territory or, if found to violate, shall promptly remedy such violation by modifying any infringing item or by entering into an appropriate license arrangement with such third party, and (E) the ORBCOMM Entities' use of the ORBCOMM System will not contravene any United States federal, state or local rules, regulations, laws or treaties, including, but not limited, to licensing requirements, (F) the initial two satellites for the ORBCOMM System were launched in April 1995 and are currently commercially available in the United States for the non real-time transmission of short messages and data, (G) ORBCOMM Global has entered into the ORBCOMM System Procurement Agreement dated as of September 12, 1995 between Orbital and ORBCOMM Global, and (H) OCC has been awarded United States Federal Communications Commission authority to construct, launch and operate the ORBCOMM System in the United States; and