REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. 1. Licensor represents and warrants that it has all necessary authority to enter into this Agreement and to grant the rights and license provided herein, and that the execution, delivery or performance of this Agreement will not violate or cause a default under any agreement by which the Licensor is bound. Licensor has no knowledge that the Software or the use thereof infringes the intellectual property rights of any third party. 2. Licensor owns title to the Owned Software and, to Licensor's knowledge, Licensor has valid license to the Third Party Software, in each case, free and clear of any and all liens, encumbrances, options and restrictions of every kind and description, except for any liens, encumbrances, options and restrictions that do not and will not significantly affect Licensee's and/or its Affiliates' use and enjoyment of the Software as contemplated by this Agreement. Licensor has not granted to any Person any rights to use or enjoy the Software which would have a material and adverse effect on Licensee's or its Sublicensees' use of the Software as contemplated by this Agreement. Licensor has received no notice of, and has no knowledge of, any claims (A) alleging that the Software infringe upon or otherwise violate any third party's intellectual property, or (B) challenging the validity, ownership, use, enforceability, registerability and/or licensing of any of the Software. 3. Neither the entering into of this Agreement nor the granting of the licenses and rights hereunder by Licensor shall constitute or result in a violation or breach by Licensor of any judgment, order, writ, injunction or decree issued against or imposed upon it, or will result in a violation by Licensor of any applicable law, order, rule or regulation of any governmental authority which would have a material and adverse effect on Licensee's or its Sublicensees' use of the Software as contemplated by this Agreement. There are no actions, suits, litigation, proceedings or, to the knowledge of Licensor, investigations pending in any court or before or by any federal, district, country, or municipal department, commission, board, bureau, agency or other governmental instrumentality, against Licensor or involving the Owned Software, or to the best of Licensor's knowledge threatened against Licensor or the Owned Software, which (A) if adversely determined could prevent, restrict or limit the granting of the licenses and other rights herein granted or Licensee's or its Sublicensees' use and enjoyment of the Owned Software as contemplated by this Agreement, (B) challenge or question the validity, ownership, use, enforceability, registerability and/or licensing of the Owned Software, (C) challenge or question the validity or enforceability of this agreement or any action taken by Licensor pursuant to this Agreement, or (D) affects the Owned Software. No approval, consent, order or authorization of, or designation, registration or filing with any governmental authority, agent or entity is required in connection with the due and valid execution and delivery of this Agreement by Licensor or Licensor's performance under this Agreement. 4. To Licensor's knowledge, the Owned Software will be free, at the time of receipt by Licensee, of any computer virus, software locks or other such unauthorized code. Unauthorized code includes harmful programs or data incorporated into the Owned Software which destroys, erases, damages or otherwise disrupts the normal operation of the Owned Software or other programs, hardware or systems utilized by Licensee. Unauthorized code also includes any mechanism, such as password checking, CPU serial number checking or time dependency, that could hinder Licensee's freedom to fully exercise its rights under this Agreement. 5. Licensor shall notify Licensee promptly if Licensor becomes aware of any event, circumstance, transaction or occurrence that would make any of the representations or warranties of Licensor contained in this Agreement not true in any respect. 6. Except as set forth in Article XI.B hereof, Licensor agrees that it shall (A) vigorously challenge and defend any and all suits, causes of action and other claims of third parties in regards to the validity, ownership, use, enforceability, registerability and/or licensing of any of the Owned Software, and (2) pursue any and all actions in regards to any actual or potential misuse or misappropriation of, or any actual or potential infringement of, the Owned Software. B.
Appears in 1 contract
Samples: Software License Agreement (Inland Retail Real Estate Trust Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. 1. Licensor represents represents, warrants and warrants covenants that it (i) Licensor is and shall be the owner of the entire right, title, and interest in and to Licensed IP; (ii) Licensor has all necessary the sole right and authority to enter into this Agreement and to grant the rights and license provided herein, and that licenses hereunder; (iii) the execution, delivery or and performance of this Agreement will not violate or cause a default under any agreement by which the Licensor is bound. Licensor has no knowledge that the Software or the use thereof infringes the intellectual property rights of any third party. 2. Licensor owns title to the Owned Software and, to Licensor's knowledge, Licensor has valid license to the Third Party Software, in each case, free and clear of any and all liens, encumbrances, options and restrictions of every kind and description, except for any liens, encumbrances, options and restrictions that do not and will not significantly affect Licensee's and/or its Affiliates' use and enjoyment of the Software as contemplated by this Agreement. Licensor has not granted to any Person any rights to use or enjoy the Software which would have a material and adverse effect on Licensee's or its Sublicensees' use of the Software as contemplated by this Agreement. Licensor has received no notice of, and has no knowledge of, any claims (A) alleging that the Software infringe upon or otherwise violate any third party's intellectual property, or (B) challenging the validity, ownership, use, enforceability, registerability and/or licensing of any of the Software. 3. Neither the entering into of this Agreement nor the granting of the licenses and rights hereunder by Licensor shall constitute or result in a violation or breach by Licensor of any judgment, order, writ, injunction or decree issued against or imposed upon it, or will result in a violation by Licensor of any applicable law, order, rule or regulation of any governmental authority which would have a material and adverse effect on Licensee's or its Sublicensees' use of the Software as contemplated by this Agreement. There are no actions, suits, litigation, proceedings or, to the knowledge of Licensor, investigations pending in any court or before or by any federal, district, country, or municipal department, commission, board, bureau, agency or other governmental instrumentality, against Licensor or involving the Owned Software, or to the best of Licensor's knowledge threatened against Licensor or the Owned Software, which (A) if adversely determined could prevent, restrict or limit the granting of the licenses and other rights herein granted or Licensee's or its Sublicensees' use and enjoyment of the Owned Software as contemplated by this Agreement, (B) challenge or question the validity, ownership, use, enforceability, registerability and/or licensing of the Owned Software, (C) challenge or question the validity or enforceability of this agreement or any action taken by Licensor pursuant to this Agreement, or (D) affects the Owned Software. No approval, consent, order or authorization of, or designation, registration or filing with any governmental authority, agent or entity is required in connection with the due and valid execution and delivery of this Agreement by Licensor or have been duly authorized by all necessary corporate action of Licensor's performance under this Agreement. 4. To Licensor's knowledge, the Owned Software will be free, at the time of receipt by Licensee, of any computer virus, software locks or other such unauthorized code. Unauthorized code includes harmful programs or data incorporated into the Owned Software which destroys, erases, damages or otherwise disrupts the normal operation of the Owned Software or other programs, hardware or systems utilized by Licensee. Unauthorized code also includes any mechanism, such as password checking, CPU serial number checking or time dependency, that could hinder Licensee's freedom to fully exercise its rights under this Agreement. 5. Licensor shall notify Licensee promptly if Licensor becomes aware of any event, circumstance, transaction or occurrence that would make any of the representations or warranties of Licensor contained in ; (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 true 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 respect. 6. Except as set forth in Article XI.B hereof, Licensor agrees that it shall (A) vigorously challenge and defend any and all suits, causes of action and other claims of third parties in regards 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 validitybest of its knowledge, ownershipexcept 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, enforceabilitysell, registerability and/or licensing of any of offer for sale, lease, import, promote, market, distribution, commercialize, maintain and support Licensed Products within the Owned SoftwareField, and to offer, deliver, provide, promote, market, distribute or commercialize the Licensed Services within the Field, and to otherwise conduct the IBS Business (2as defined in the Investment Agreement) pursue as presently conducted or as proposed to be conducted (as reflected in any projections provided by ScanTech Holdings to the Investor); and all actions in regards (vii) with respect to any actual information of Licensee that constitutes Confidential Information or potential misuse or misappropriation ofa Trade Secret, or any actual or potential infringement of, Licensor will maintain the Owned Software. B.confidentiality of and treat such information in accordance with the provisions of Article 4 of this Agreement.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. 1. Licensor represents and warrants that it has all necessary authority to enter into this Agreement and to grant the rights and license provided herein, and that the execution, delivery or performance of this Agreement will not violate or cause a default under any agreement by which the Licensor is bound. Licensor has no knowledge that the Software or the use thereof infringes the intellectual property rights of any third party. 2. A Licensor owns title to the Owned Software and, to Licensor's knowledge, Licensor has valid license to the Third Party Software, in each case, Trademarks free and clear of any and all liens, encumbrances, options and restrictions of every kind and description, except for any liens, encumbrances, options and restrictions that do not and will not significantly affect Licensee's and/or or its AffiliatesSublicensees' use and enjoyment of the Software Trademarks as contemplated by this Agreement. Licensor has not granted to any Person any rights to use or enjoy the Software which would have a material and adverse effect on Licensee's IRRETI Marks or its Sublicensees' use of the Software as contemplated by this Agreementany portion thereof. Licensor has received no notice of, and has no knowledge of, any claims (A1) alleging that the Software Trademarks infringe upon or otherwise violate any third party's intellectual property, or (B2) challenging the validity, ownership, use, enforceability, registerability and/or licensing of any of the SoftwareTrademarks. 3B Licensor has full power and authority to enter into this Agreement. The execution and delivery by Licensor of this Agreement has been duly authorized by all necessary corporate action and no other proceedings on the part of Licensor are necessary to authorize the execution and delivery of this Agreement. 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 agreement of Licensor, enforceable against Licensor in accordance with its terms, except that such enforcement may be subject to (1) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (2) general equitable principles. C. Licensor represents and warrants to Licensee that the licenses granted by this Agreement do not and shall not result in a breach of or constitute a default or violation under any agreement to which Licensor or the Trademarks are subject or by which Licensor or the Trademarks are bound. D. All of the Trademarks (other than the IRRETI Name) are registered and are in full force and effect and in good standing, and neither Licensor nor any agent, representative, attorney or employee of Licensor has received notice of any intention on the part of any party to revoke, cancel, suspend or modify any registration of such marks or to take any action or institute any proceedings to effect such a revocation, cancellation, suspension or modification. E. Neither the entering into of this Agreement nor the granting of the licenses and rights hereunder by Licensor shall constitute or result in a violation or breach by Licensor of any judgment, order, writ, injunction or decree issued against or imposed upon it, or will result in a violation by Licensor of any applicable law, order, rule or regulation of any governmental authority which would have a material and adverse effect on Licensee's or its Sublicensees' use of the Software Trademarks as contemplated by this Agreement. There are no actions, suits, litigation, proceedings or, to the knowledge of Licensor, investigations pending in any court or before or by any federal, district, country, or municipal department, commission, board, bureau, agency or other governmental instrumentality, against Licensor or involving any of the Owned SoftwareTrademarks, or to the best of Licensor's knowledge knowledge, threatened against Licensor or any of the Owned SoftwareTrademarks, which (A1) if adversely determined could prevent, restrict or limit the granting of the licenses and other rights herein granted or Licensee's or its Sublicensees' use and enjoyment of the Owned Software Trademarks as contemplated by this Agreement, (B2) challenge or question the validity, ownership, use, enforceability, registerability and/or licensing of any licensing of any of the Owned SoftwareTrademarks, (C3) challenge or question the validity or enforceability of this agreement or any action taken by Licensor pursuant to this Agreement, or (D4) affects affect any of the Owned SoftwareTrademarks. No approval, consent, order or authorization of, or designation, registration or filing with any governmental authority, agent or entity is required in connection with the due and valid execution and delivery of this Agreement by Licensor or Licensor's performance under this Agreement. 4. To Licensor's knowledgeF. Licensor has complied with any and all laws, statutes, ordinances, codes, rules and regulations applicable to the Owned Software will be freeownership, at the time of receipt by Licenseeuse, of any computer virus, software locks registerability or other such unauthorized code. Unauthorized code includes harmful programs or data incorporated into the Owned Software which destroys, erases, damages or otherwise disrupts the normal operation licensing of the Owned Software or other programsTrademarks, hardware or systems utilized by Licensee. Unauthorized code also includes any mechanism, such except as password checking, CPU serial number checking or time dependency, that could hinder would not have a material and adverse effect on Licensee's freedom to fully exercise or its rights under Sublicensees' use of the Trademarks as contemplated by this Agreement. 5G. Licensor shall not take any action with the intent to cause a material and adverse effect on Licensee's or its Sublicensees' use and enjoyment of the Inland Marks or the goodwill associated therewith pursuant to this Agreement. Licensor shall not take any action that could reasonably be expected to materially impair or have a material and adverse effect on Licensee's or its Sublicensees' use and enjoyment of the IRRETI Marks or the goodwill associated therewith pursuant to this Agreement. H. Licensor shall notify Licensee promptly if Licensor becomes aware of any event, circumstance, transaction or occurrence that would make any of the representations or warranties of Licensor contained in this Agreement not true in any respect. 6. Except as set forth in Article XI.B hereof, I. Licensor agrees that it shall (A) vigorously challenge and defend promptly deliver to Licensee any and all suitswritten notices and/or other written communications delivered to or received from: (1) any Person challenging or questioning the validity, causes ownership, use, enforceability, registerability and/or licensing of action any of the Trademarks, (2) any Person challenging or questioning the validity of this Agreement or the licenses and other claims of third parties rights granted under and pursuant to this Agreement, and/or (3) any governmental authority in regards to the validity, ownership, use, enforceability, registerability and/or licensing of any of the Owned SoftwareTrademarks. J. Licensor shall not license or permit any other party, and (2) pursue any and all actions including Affiliates of Licensor, to use the IRRETI Marks, except as set forth in regards to any actual or potential misuse or misappropriation of, or any actual or potential infringement of, the Owned Softwarethis Agreement. B.X.
Appears in 1 contract
Samples: Trademark License Agreement (Inland Retail Real Estate Trust Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. 1. Licensor represents hereby represents, warrants and warrants covenants to Licensee that it has all necessary authority to enter into this Agreement and to grant the rights and license provided herein, and that (a) the execution, delivery or and performance of this Agreement have been, and each Equipment Schedule hereafter executed by Licensor will not violate or cause a default under be, duly authorized by all necessary corporate action on the part of Licensor; (b) the individual(s) executing this Agreement on behalf of Licensee have the requisite authority to do so, and the individual(s) executing any Equipment Schedule will have the requisite authority to do so; (c) this Agreement does, and each Equipment Schedule will, constitute the legal, valid and binding agreement by which the of Licensor enforceable in accordance with its terms; (d) Licensor is bound. Licensor has no knowledge that in good standing in the Software jurisdiction of its organization and in each jurisdiction where the ownership or operation of its property and assets or the use thereof infringes the intellectual property rights conduct of any third party. 2. its business requires such qualification; (e) Licensor owns title to the Owned Software and, to Licensor's knowledge, Licensor has valid license to the Third Party Software, in each case, free and clear of shall comply with any and all liens, encumbrances, options applicable laws and restrictions of every kind and description, except for any liens, encumbrances, options and restrictions that do not and will not significantly affect Licensee's and/or its Affiliates' use and enjoyment of the Software as contemplated by this Agreement. Licensor has not granted regulations relating to any Person any rights to use or enjoy the Software which would have a material and adverse effect on Licensee's or its Sublicensees' use of the Software as contemplated by this Agreement. Licensor has received no notice of, and has no knowledge of, any claims (A) alleging that the Software infringe upon or otherwise violate any third party's intellectual property, or (B) challenging the validity, ownership, use, enforceability, registerability and/or licensing of any of the Software. 3. Neither the entering into of Licensor’s performance under this Agreement nor the granting of the licenses and rights hereunder by Licensor shall constitute or result in a violation or breach by Licensor of any judgment, order, writ, injunction or decree issued against or imposed upon it, or will result in a violation by Licensor of any applicable law, order, rule or regulation of any governmental authority which would have a material and adverse effect on Licensee's or its Sublicensees' use of the Software as contemplated by this Agreement. There each Equipment Schedule; (f) there are no actions, suitssuits or proceedings pending, litigation, proceedings or, or to the knowledge of Licensor, investigations pending in threatened, before any court or before administrative agency, arbitrator or by governmental body which would materially adversely affect its ability to perform under this Agreement; (g) to Licensor’s knowledge, no part or component of the Equipment or Licensee’s use thereof, including without limitation, the Software, infringes or violates any federalpatent, districtcopyright, countrytrade secret, or municipal departmentmask work right, commission, board, bureau, agency trademark license or other governmental instrumentality, against intellectual property right of any third party; (h) Licensor or involving has the Owned Software, or right to grant the best of Licensor's knowledge threatened against Licensor or the Owned Software, which (A) if adversely determined could prevent, restrict or limit the granting of the rights and licenses and other rights herein granted or Licensee's or its Sublicensees' use and enjoyment of the Owned Software as contemplated by to Licensee under this Agreement, (Bi) challenge or question the validity, ownership, use, enforceability, registerability and/or licensing Distributor Agreements executed as of the Owned Softwaredate hereof are valid, binding and of full force and effect and none of the parties thereto are in default thereunder and (Cj) challenge or question Licensee’s right and license hereunder to use the validity or enforceability of this agreement or any action taken by Licensor pursuant to this Agreement, or (D) affects the Owned Software. No approval, consent, order or authorization of, or designation, registration or filing with any governmental authority, agent or entity is required Equipment in connection accordance with the due and valid execution and delivery of this Agreement by Licensor or Licensor's performance under this Agreement. 4. To Licensor's knowledge, terms hereof includes the Owned Software will be free, at royalty-free right to use the time of receipt by Licensee, of any computer virus, software locks or other such unauthorized code. Unauthorized code includes harmful programs or data DLP Cinema™ technology incorporated into in the Owned Software which destroys, erases, damages or otherwise disrupts the normal operation of the Owned Software or other programs, hardware or systems utilized by Licensee. Unauthorized code also includes any mechanism, such as password checking, CPU serial number checking or time dependency, that could hinder Licensee's freedom to fully exercise its rights under this Agreement. 5. Licensor shall notify Licensee promptly if Licensor becomes aware of any event, circumstance, transaction or occurrence that would make any of the representations or warranties of Licensor contained in this Agreement not true in any respect. 6. Except as set forth in Article XI.B hereof, Licensor agrees that it shall (A) vigorously challenge and defend any and all suits, causes of action and other claims of third parties in regards to the validity, ownership, use, enforceability, registerability and/or licensing of any of the Owned Software, and (2) pursue any and all actions in regards to any actual or potential misuse or misappropriation of, or any actual or potential infringement of, the Owned Software. B.Equipment.
Appears in 1 contract
Samples: Credit Agreement (Access Integrated Technologies Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. 1. Licensor represents hereby represents, warrants and warrants covenants to Licensee that it has all necessary authority to enter into this Agreement and to grant the rights and license provided herein, and that (a) the execution, delivery or and performance of this Agreement have been, and each Equipment Schedule hereafter executed by Licensor will not violate or cause a default under be, duly authorized by all necessary corporate action on the part of Licensor; (b) the individual(s) executing this Agreement on behalf of Licensor have the requisite authority to do so, and the individual(s) executing any Equipment Schedule will have the requisite authority to do so; (c) this Agreement does, and each Equipment Schedule will, constitute the legal, valid and binding agreement by which the of Licensor enforceable in accordance with its terms; (d) Licensor is bound. Licensor has no knowledge that in good standing in the Software jurisdiction of its organization and in each jurisdiction where the ownership or operation of its property and assets or the use thereof infringes the intellectual property rights conduct of its business requires such qualification; (e) Licensor shall comply with any third party. 2. Licensor owns title to the Owned Software and, and all applicable laws and regulations relating to Licensor's knowledge, Licensor has valid license to the Third Party Software, in each case, free and clear of any and all liens, encumbrances, options and restrictions of every kind and description, except for any liens, encumbrances, options and restrictions that do not and will not significantly affect Licensee's and/or its Affiliates' use and enjoyment of the Software as contemplated by this Agreement. Licensor has not granted to any Person any rights to use or enjoy the Software which would have a material and adverse effect on Licensee's or its Sublicensees' use of the Software as contemplated by this Agreement. Licensor has received no notice of, and has no knowledge of, any claims (A) alleging that the Software infringe upon or otherwise violate any third party's intellectual property, or (B) challenging the validity, ownership, use, enforceability, registerability and/or licensing of any of the Software. 3. Neither the entering into of performance under this Agreement nor the granting of the licenses and rights hereunder by Licensor shall constitute or result in a violation or breach by Licensor of any judgment, order, writ, injunction or decree issued against or imposed upon it, or will result in a violation by Licensor of any applicable law, order, rule or regulation of any governmental authority which would have a material and adverse effect on Licensee's or its Sublicensees' use of the Software as contemplated by this Agreement. There each Equipment Schedule; (f) there are no actions, suitssuits or proceedings pending, litigation, proceedings or, or to the knowledge of Licensor, investigations pending in threatened, before any court or before administrative agency, arbitrator or by any federal, district, country, or municipal department, commission, board, bureau, agency or other governmental instrumentality, against Licensor or involving the Owned Software, or body which would materially adversely affect its ability to the best of perform under this Agreement; (g) to Licensor's knowledge threatened against Licensor after due inquiry, no part or the Owned Software, which (A) if adversely determined could prevent, restrict or limit the granting component of the licenses and other rights herein granted Equipment or Licensee's use thereof, including without limitation, the Software, infringes or its Sublicensees' use violates any patent, copyright, trade secret, mask work right, trademark license or other intellectual property right of any third party; (h) Licensor has the right to grant the rights and enjoyment of the Owned Software as contemplated by licenses granted to Licensee under this Agreement, (Bi) challenge or question the validity, ownership, use, enforceability, registerability and/or licensing Distributor Agreements executed as of the Owned Softwaredate hereof are valid, binding and of full force and effect and none of the parties thereto are in default thereunder and (Cj) challenge or question Licensee's right and license hereunder to use the validity or enforceability of this agreement or any action taken by Licensor pursuant to this Agreement, or (D) affects the Owned Software. No approval, consent, order or authorization of, or designation, registration or filing with any governmental authority, agent or entity is required Equipment in connection accordance with the due and valid execution and delivery of this Agreement by Licensor or Licensor's performance under this Agreement. 4. To Licensor's knowledge, terms hereof includes the Owned Software will be free, at royalty-free right to use the time of receipt by Licensee, of any computer virus, software locks or other such unauthorized code. Unauthorized code includes harmful programs or data DLP Cinema(TM) technology incorporated into in the Owned Software which destroys, erases, damages or otherwise disrupts the normal operation of the Owned Software or other programs, hardware or systems utilized by Licensee. Unauthorized code also includes any mechanism, such as password checking, CPU serial number checking or time dependency, that could hinder Licensee's freedom to fully exercise its rights under this Agreement. 5. Licensor shall notify Licensee promptly if Licensor becomes aware of any event, circumstance, transaction or occurrence that would make any of the representations or warranties of Licensor contained in this Agreement not true in any respect. 6. Except as set forth in Article XI.B hereof, Licensor agrees that it shall (A) vigorously challenge and defend any and all suits, causes of action and other claims of third parties in regards to the validity, ownership, use, enforceability, registerability and/or licensing of any of the Owned Software, and (2) pursue any and all actions in regards to any actual or potential misuse or misappropriation of, or any actual or potential infringement of, the Owned Software. B.Equipment.
Appears in 1 contract
Samples: Master License Agreement (Access Integrated Technologies Inc)
