Representations by Licensor. Except for (i) the rights of the Government of the United States of America and (ii) in connection with the transfer of biological materials for academic research purposes, LICENSOR represents and warrants that: (a) the execution, delivery and performance of this AGREEMENT have been duly authorized by all necessary corporate action on the part of LICENSOR, (b) it is the owner of the entire right, title, and interest in and to the PATENT RIGHTS, (c) it has the sole right to grant licenses thereunder, (d) it has not granted licenses thereunder or liens, encumbrances, security interests or restrictions to any other entity that would conflict with the rights granted hereunder except as stated herein, and (e) Exhibit A contains a complete list of all current patent applications and patents owned (in whole and in part) by LICENSOR as of the EFFECTIVE DATE relating to [***]. LICENSOR covenants that it will not grant during the term of this AGREEMENT any right, license or interest in the PATENT RIGHTS, or any portion thereof, inconsistent with the license granted to COMPANY herein. LICENSOR does not warrant the validity of any patents within the PATENT RIGHTS or that practice under such patents shall be free of infringement of third party intellectual property rights, and COMPANY assumes all responsibility and liability for any such infringement. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH 6.1, COMPANY AND AFFILIATED COMPANIES AGREE THAT THE PATENT RIGHTS ARE PROVIDED “AS IS”, AND THAT LICENSOR MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE PERFORMANCE OF LICENSED PRODUCT(S) OR LICENSED SERVICES INCLUDING THEIR SAFETY, EFFECTIVENESS, OR COMMERCIAL VIABILITY. LICENSOR DISCLAIMS ALL WARRANTIES WITH REGARD TO PRODUCT(S) AND SERVICES LICENSED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, LICENSOR ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF LICENSOR AND INVENTORS, FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, IMPORTATION, OFFER FOR SALE OR SALE OF THE PRODUCT(S) AND SERVICES LICENSED UNDER THIS AGREEMENT. COMPANY, AFFILIATED COMPANIE...
Representations by Licensor. Licensee has had adequate time and opportunity to inspect the premises herein described. Having taken the time to inspect the same the Licensee accepts the buildings and improvements and any equipment as is. Except as agreed to in writing and attached hereto, the Licensee agrees that no representations, statements, or warranties expressed or implied, have been made by or on behalf of the Licensor in respect thereto, and the Licensor shall in no event be liable for any latent defects, unless such defects make the Premises unable to be occupied.
Representations by Licensor. Licensor represents and warrants to Licensee that: (i) it is the owner of the Property and has the power to grant the License to Licensee; (ii) it has not granted to any other Person a license to manufacture, distribute, or sell the Property in the Territory or to pre-install the Property on any handset either through a handset manufacturer or wireless telecommunication provider or any other Affiliate; (iii) to the best of its knowledge, the Property does not infringe any patent, copyright, trademark or other proprietary right of any third party; and (iv) this Agreement constitutes the legal, valid and binding obligation of Licensee enforceable against Licensee in accordance with its terms.
Representations by Licensor. (a) Licensor represents that no other party has superior rights to the Trademarks for the Licensed Products; and (b) Licensor has not previously granted a license covering the Licensed Products in the Territory to any third party.
Representations by Licensor. Licensor represents that the following representations are true now and will be true with respect to the Licensed Technology.
(a) To the best of his knowledge, Licensor owns the exclusive right, free and clear of all liens, claims and restrictions of third parties, to use the Licensed Technology without infringing upon or otherwise acting adversely to any right or claimed right of others and to bring actions for the infringement of the Licensed Technology.
(b) To the best knowledge of Licensor, there is no pending or threatened claim or litigation against Licensor contesting Licensor's right to the Licensed Technology, nor does there exist any basis for such claim or litigation, nor has Licensor received any notice that any right of Licensor to the Licensed Technology conflicts with the asserted rights to others.
(c) The Technology License Agreement between Licensee and Licensor relating to the H2ONOW Technology has been terminated and is no force and effect.
(d) Licensor has not entered into any other agreements with other parties that would limit the rights granted to Licensee in this Agreement
Representations by Licensor. Licensor covenants, represents and warrants:
(i) that, Licensor is the exclusive owner of all rights to the Invention that no other person or entity has any rights to the Invention;
(ii) that Licensor is the exclusive owner of all rights to the Patents and that no other person or entity has any rights to any of the Patents;
(iii) there are no outstanding options, licenses or agreements of any kind relating to the Invention or to the manufacture, use or sale of the Licensed Products or Improvements;
(iv) that, except for the information contained in the Patents, the Invention has been kept secret and is not known to any third party who is not under a written agreement with Licensor to hold the information in confidence;
(v) that Licensor can perform as set forth in this Agreement without violating the terms of any agreement he has with any third party.
Representations by Licensor. The Licensor represents that:
(a) Such inventions, including the Process, are secret, have not been revealed to anyone except Xxxxxx X.
Representations by Licensor. 1. Licensee makes the following representations:
Representations by Licensor. LICENSOR represents and warrants that, as of the Effective Date:
11.1.1 LICENSOR is a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;
11.1.2 LICENSOR is the owner of or otherwise controls the Licensed Technology;
11.1.3 LICENSOR has the right and authority to grant the rights and license granted pursuant to the terms and conditions set forth herein;
11.1.4 The Licensed Technology is free and clear of any lien, encumbrance, security interest and restriction;
11.1.5 LICENSOR has not granted any right, license or interest in, to or under the Licensed Technology that is inconsistent with the rights and license granted herein; and
11.1.6 The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of LICENSOR.
Representations by Licensor. The Licensor hereby represents and ----------------------------- warrants the following to Licensee: 10.22-1
(a) Licensor is the legal and beneficial owner of all right, title and interest in and to the System and it has the right to grant the License; Licensor has not made any previous assignments, transfers, conveyances or encumbrances of any right, title or interest in the System and has not granted to any third party any right, security interest, license, shop-right or privilege to use the System in any manner except for those existing licenses granted prior to the date of this Agreement as set forth on Schedule B attached hereto. Licensor has not agreed to any covenant not to xxx for any use of the System by a third party. Except as set forth on Schedule B, Licensor has not executed any agreements in conflict herewith.
(b) Licensor has taken proper steps to protect intellectual property rights in the System, including, without limitation, filing for and/or obtaining patents, trademark and service xxxx registrations, copyright registrations, requiring execution of the appropriate confidentiality agreements and taking reasonable steps to protect the confidentiality of trade secrets.
(c) To the knowledge of Licensor, neither the System, nor the disclosing, copying, making, using or selling of the System violates, infringes or otherwise conflicts with any trademark, service xxxx, trade secret, copyright, patent or any other intellectual or proprietary right of any third party. There are no claims, judgments or settlements related to the System to be paid by Licensor and no claims of infringement, violation, or interference with someone else's rights have been made or threatened.
(d) No past, present or future employees own any right, title or interest in and to the System.
