REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Section 5.1. Title to the Licensed Marks. Licensor represents and warrants that:
(a) Licensor has good title to the Licensed Marks and has the right to grant the licenses provided for hereunder in accordance with the terms and conditions hereof, free of any liabilities, charges, liens, pledges, mortgages, restrictions, adverse claims, security interests, rights of others, and encumbrances of any kind (collectively, "Encumbrances"), other than Encumbrances which will not restrict or interfere in any material respect with the exercise by Licensee of the rights granted to Licensee hereunder.
(b) There is no claim, action, proceeding or other litigation pending or, to the knowledge of Licensor, threatened with respect to Licensor's ownership of the Licensed Marks or which, if adversely determined, would restrict or otherwise interfere in any material respect with the exercise by Licensee of the rights purported to be granted to Licensee hereunder. Except as expressly provided above in this Section 5.1, Licensor makes no representation or warranty of any kind or nature whether express or implied with respect to the Licensed Marks (including freedom from third party infringement of the Licensed Marks). The representations and warranties provided for in this Section 5.1 shall survive the execution and delivery of this agreement.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor hereby represents, warrants, and covenants to Microsoft that:
8.1 Licensor has the full right and power to enter into and perform according to the terms of this Agreement, and that it has, and will have during the entire Term of this Agreement and for the period of time described in Section 15.1, the right to grant to Microsoft each of the rights herein granted. Without limiting the foregoing, Licensor warrants that (i) use of the Materials and Upgrade(s) by Microsoft, Microsoft OEMS, Republishers or Media Replicators as provided under this Agreement does not directly, indirectly or contributorily violate any patent, copyright, trade secret, or other proprietary right of any third party, (ii) no other third party permissions or licenses are required for Microsoft to exercise any of the rights licensed to Microsoft hereunder with respect to the Materials and Process; and (iii) the Process shall properly function as specified in Exhibit A in connection with the Copy Protected Discs containing Licensed Products. The foregoing warranty shall not apply to the extent a nonconformity is the result of: (a) modification of the Materials made other than by Licensor; (b) failure of Microsoft to use updated or modified Materials provided by Licensor and approved by Microsoft as set forth in Section 6 (provided that this subsection (b) shall not apply to Licensed Products in existence prior to the time Microsoft could reasonably implement the updated or modified Materials following Microsoft’s acceptance thereof); or (c) non-compliance by Microsoft to the specifications and defined use of Materials.
8.2 Personnel of Licensor shall be available to consult with respect to the Materials and Process with Microsoft and its personnel, at such times and for such periods as Microsoft may reasonably request in connection with the Services. All Services shall be performed in a professional manner and shall be of a high grade, nature and quality and in accordance with the Services Plan.
8.3 In the production of the Materials all laws, statutes, ordinances, rules and regulations of each country, state, city, or other political entity having jurisdiction were fully complied with.
8.4 The export from the United States of Licensed Products to countries other than Iran, Iraq, Libya, Serbia, Sudan, North Korea, and Cuba is not subject to any export license requirements or other restrictions pursuant to applicable United States laws and regulations, and the use of the Materials...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Licensor of this Agreement has been duly authorized by all necessary corporate actions on the part of the Licensor. This Agreement has been duly and validly executed and delivered by Licensor and, assuming the due authorization, execution and delivery hereof by Licensee, constitutes or will constitute, as applicable, a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms, except as enforcement may be limited by:
(a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally; and
(b) general equitable principles. Except as set forth above, Licensor makes no representations or warranties, either express or implied, arising by law or otherwise including, but not limited to, implied warranties of non-infringement of third-party rights by the Trade Name or fitness for a particular purpose. In no event will Licensor have any obligation or liability resulting from tort, or loss of revenue or profit, or for incidental or consequential damages.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor represents and warrants to and covenants with Licensee that:
(a) Licensor is a corporation duly organized, validly existing and in corporate good standing under the laws of the state of Washington; and
(b) Licensor has the corporate and legal right, title, authority and power to enter into this Agreement; and
(c) Licensor has taken all necessary action to authorize the execution, delivery and performance of this Agreement;
(d) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of Licensor enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or, at law); and
(e) the performance of its obligations under this Agreement will not conflict with or result in a breach of any agreements, contracts or other arrangements to which it is a party; and
(f) Licensor will not after the Effective Date enter into any agreements, contracts or other arrangements that would prevent Licensor from meeting its obligations or conflict with Licensee's rights under this Agreement; and
(g) Licensor will comply with all applicable laws, regulations and guidelines in connection with the performance of Licensor's obligations pursuant to this Agreement, including but not limited to all applicable product safety, product testing, product labeling, package marking and product advertising laws and regulations and the regulations of the United States and any other relevant nation concerning any export or other transfer of technology, services or products.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. 7.1 Licensor represents, warrants, and covenants that Licensor is in compliance with all laws applicable to its Product(s), trade names, trademarks, logos, labels or other intellectual property within the United States.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. 6.1.1 Licensor hereby represents and warrants to Licensee that, as of the Original Effective Date, the Patents identified on Schedule 1.21 are all the Patents owned or licensed by Licensor in the Territory. Licensor hereby represents and warrants to Licensee that, as of the A&R Effective Date, it is the sole and exclusive owner or licensee of the Licensed Patents, and it has the right, power and authority to grant the rights set forth in Section 2.1 of this Agreement. Licensor hereby covenants to Licensee that it will, during the Term, at Licensee’s reasonable request from time to time, update Schedule 1.21.
6.1.2 Licensor hereby represents and warrants to Licensee that, as of the A&R Effective Date and for the entire Term of this Agreement, the execution and performance of Licensor’s obligations under this Agreement do not conflict with, cause a default under, result in a breach of or violate any existing contractual obligation that may be owed by Licensor to any third party, including, any Affiliate of Licensor, nor will Licensor, during the Term of this Agreement, take any action, inaction or enter into agreement that would conflict with, cause a default under, result in a breach of or violate any existing contractual obligation that is owed to Licensee under this Agreement.
6.1.3 Licensor hereby represents and warrants to Licensee that it has full power and authority to execute, deliver and perform this Agreement and that this Agreement constitutes the legally binding and valid obligation of Licensor, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, moratorium and other laws affecting creditors’ rights generally.
6.1.4 Licensor hereby represents and warrants to Licensee that (i) there are no liens or other encumbrances on the Licensed Patents or any part thereof which would interfere with the rights granted to Licensee under this Agreement (which for clarity, are subject to the Existing License Agreements) and (ii) Licensor will not take any actions after the A&R Effective Date of this Agreement that would be inconsistent with the rights granted Licensee under this Agreement.
6.1.5 Licensor hereby represents and warrants to Licensee that there is no action or suit pending against Licensor that questions the validity of this Agreement or the right of Licensor to enter into this Agreement or consummate the transactions contemplated hereby.
6.1.6 Licensor hereby covenants to Licensee that during...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor hereby represents, warrants, and covenants each of the following:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. 5.1 Licensor represents and warrants to Licensee that Licensor is the sole owner of the Patent, free and clear of all liens and encumbrances, and has the full power and authority to grant the license provided for in this Agreement.
5.2 Licensor represents and warrants that the license granted to Licensee hereunder does not and will not conflict with or violate the terms of any agreement between Licensor and any third party.
5.3 To the knowledge of Licensor, the Patent does not conflict with or infringe upon the property rights of any other person, and no person has asserted any such conflict or infringement.
5.4 Nothing contained in this Agreement shall be construed as a representation or warranty by Licensor as to the validity or scope of the Patent.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor represents, warrants and covenants that (i) Licensor is and shall be the owner of the entire right, title, and interest in and to Licensed IP; (ii) Licensor has the sole right and authority to enter into this Agreement and grant the rights and licenses hereunder; (iii) the execution, delivery and performance of this Agreement by Licensor have been duly authorized by all necessary corporate action of Licensor; (iv) this Agreement constitutes a legal, valid and binding agreement of Licensor, enforceable against Licensor in accordance with its terms, except as limited by bankruptcy, insolvency, receivership and similar creditor’s rights laws in effect from time to time; (v) Licensor has not previously granted and will not grant any rights in the Licensed IP that are inconsistent with the rights and license granted to Licensee herein; (vi) Licensor is not subject to any claims of third parties alleging infringement or violation of such third parties’ Intellectual Property Rights or that otherwise challenge or call into question the rights of Licensor to grant to Licensee the rights and license hereunder; (vii) to the best of its knowledge, except for the Licensed Patents, as of the Effective Date, Licensor does not own or control any patent or patent application (including any invention disclosure or draft patent application for which a patent application is intended to be filed) the claims of which would dominate any practice of the Licensed IP in the Field; (vi) Licensor shall take all necessary actions to ensure that Licensee at all times owns, is exclusively licensed or otherwise possesses all Licensor Intellectual Property Rights necessary to design, develop, manufacture, use, sell, offer for sale, lease, import, promote, market, distribution, commercialize, maintain and support Licensed Products within the Field, and to offer, deliver, provide, promote, market, distribute or commercialize the Licensed Services within the Field, and to otherwise conduct the IBS Business (as defined in the Investment Agreement) as presently conducted or as proposed to be conducted (as reflected in any projections provided by ScanTech Holdings to the Investor); and (vii) with respect to any information of Licensee that constitutes Confidential Information or a Trade Secret, Licensor will maintain the confidentiality of and treat such information in accordance with the provisions of Article 4 of this Agreement.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Title to the Licensed Marks. Licensor represents and warrants that: Sprint Proprietary Information - RESTRICTED
