Common use of Representations by Licensor and Founders Clause in Contracts

Representations by Licensor and Founders. (a) Licensor represents that as of December 2004, the President of Licensor has not received any written notice or claim, threatened or pending, from a third party that the use of DTCP in accordance with the terms of this Agreement infringes any third party’s patent rights or that the licensing of Licensor’s or any Founder’s Necessary Claim would require the payment of royalties by Licensor or Founders to unaffiliated third parties. (b) The Parties acknowledge that Exhibit D sets forth certain representations from each of the Founders with respect to the receipt of written notices or claims from a third party that the use of DTCP in accordance with the terms of this Agreement infringes a third party’s patent rights or that the licensing of any of such Founder’s Necessary Claims would require the payment of royalties by such Founder to unaffiliated third parties. (c) The Parties agree that in the event that a court of competent jurisdiction renders a final, non-appealable, judgment against Licensor for breach of the representations set forth in this Section 9.4 or Exhibit D, the liability of Licensor to Content Participant in connection with such breach shall in no event exceed the fees paid by Content Participant to Licensor hereunder in the immediately preceding two (2)-year period.

Representations by Licensor and Founders. □ (a) Licensor represents that as of December 2004July 9, 2001, the President of Licensor has not received any written notice or claim, threatened or pending, from a third party that the use of DTCP in accordance with the terms of this Agreement infringes any third party’s patent rights or that the licensing of Licensor’s or any Founder’s Necessary Claim would require the payment of royalties by Licensor or Founders to unaffiliated third parties. . □ (b) The Parties acknowledge that Exhibit D sets forth certain representations from each of the Founders with respect to the receipt of written notices or claims from a third party that the use of DTCP in accordance with the terms of this Agreement infringes a third party’s patent rights or that the licensing of any of such Founder’s Necessary Claims would require the payment of royalties by such Founder to unaffiliated third parties. . □ (c) The Parties agree that in the event that a court of competent jurisdiction renders a final, non-appealable, judgment against Licensor for breach of the representations set forth in this Section 9.4 or Exhibit D, the liability of Licensor to Content Participant in connection with such breach shall in no event exceed the fees paid by Content Participant to Licensor hereunder in the immediately preceding two (2)-year period.