Warranties by LICENSOR. 6.1.1 Licensor hereby represents and warrants that (i) the Licensed Technology does not infringe upon or make unauthorized use of any intellectual property rights of any third party, and that the Licensed Technology is free and clear of all claims, security interests, charges, liens, encumbrances or other adverse claims or third party rights; (ii) Licensor has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation; (iii) Licensor is the sole and exclusive owner of all right, title and interest in and to the Licensed Technology; (iv) there are no superior rights which would prevent Licensee from fully exercising its rights under the License; (v) there is no action, suit, claim, hearing, arbitrations or other legal proceeding or investigation by or before any entity of any nature pending or threatened against the Licensor, in relation to the Licensed Technology.
6.1.2 Licensor hereby further represents that it has not granted any rights to third parties in additional patents developed alone or jointly with others, which may be commercially competitive with the patents and patent applications under the Licensed Technology.
6.1.3 There are no amounts that shall be required to be paid by Licensor or by any other related party to any third party as a result of the exploitation of the Licensed Technology.
6.1.4 Each person who is an inventor of or who has or has had any rights in the Licensed Technology has assigned and has executed an agreement assigning its entire right, title, and interest in such to the Licensor in all countries and jurisdictions applicable.
6.1.5 All applicable information in connection with the Licensed Technology has been kept confidential or has been disclosed to third parties only under terms of confidentiality. No breach of such confidentiality has been committed by any third party.
6.1.6 The representations and warranties of Licensor in this Agreement, and the information, documents and materials furnished to Licensee in connection with its period of diligence prior to the Effective Date, do not, taken as a whole, (a) contain any untrue statement of a material fact, or (b) omit to state any material fact necessary to make the statements or facts contained therein, in light of the circumstances under which they were made, not misleading.
Warranties by LICENSOR. LICENSOR warrants to AT&T that: (a) it has all necessary rights in and to the Information Service and LICENSOR’s Marks (including Third Party Marks) for Use within the scope of this Agreement, and has the power and authority to authorize the Use of any and all Intellectual Property Rights which it purports to authorize hereunder, free and clear of any and all security interests, liens, claims, charges or encumbrances; (b) the Information Service, as delivered to AT&T, and any and all other materials provided to AT&T by LICENSOR pursuant to this Agreement, and the Use thereof by AT&T in accordance with this Agreement, will not infringe upon or violate any applicable laws or regulations or any rights of third parties, including, but not limited to, laws, regulations and rights concerning infringement or misappropriation of Intellectual Property Rights, or defamation and libel; (c) to the extent that LICENSOR is required under this Agreement to obtain any rights, licenses, permissions, clearances and/or approvals necessary in connection with the performance of this Agreement and/or AT&T’s exercise of the rights granted to AT&T hereunder, LICENSOR has done so; and (d) that the Information Service shall not contain any unlawful material. Without limiting the generality of the foregoing provisions of this Section 7.2, as between LICENSOR and AT&T, LICENSOR shall be solely responsible for (i) all fees, royalties and other amounts of any kind or nature payable to record companies, artists and all other royalty participants resulting from sales and other permitted exploitation of the Information Service in accordance with this Agreement, (ii) all mechanical royalties, public performance royalties and all other amounts of any kind or nature payable to publishers or other owners of copyrighted musical compositions, spoken word and other materials embodied in the Information Service, (iii) all fees, royalties and other amounts of any kind or nature payable to artists, celebrities and other third parties in connection with the use of their names, images, voices, and likenesses as part of the Information Service, (iv) all payments that may be required under union or guild collective bargaining agreements with respect to the Information Service and the use thereof in accordance with this Agreement, and (v) any and all other royalties, fees or other amounts required to be paid to any and all third parties with respect to the use and exploitation of the Information Service...
Warranties by LICENSOR. LICENSOR warrants to Cingular that: (a) it has all necessary rights in and to the Information Service and LICENSOR’s Marks for Use within the scope of this Agreement, and has the power and authority to authorize the Use of any and all Intellectual Property Rights which it purports to authorize hereunder, free and clear of any and all security interests, liens, claims, charges or encumbrances; (b) the Information Service will not infringe upon or violate any applicable laws or regulations or any rights of third parties, including, but not limited to, infringement or misappropriation of Intellectual Property Rights, or to defamation or contain any libelous, obscene or unlawful material; and (c) that the Information Service shall not contain imbedded advertising messages.
Warranties by LICENSOR. (a) In relation to Patents in Licensed IP, the Licensor warrants to the Licensee that as of the Effective Date, to the best of its actual knowledge, the Licensor solely owns such Patents and the inventions disclosed and claimed therein both legally and beneficially, and the use of such inventions as claimed in such Patents does not infringe any patent or other intellectual property rights of any Third Party published as of the Effective Date.
(b) In relation to Licensed Technology, the Licensor warrants to the Licensee that as of the Effective Date, to the best of its actual knowledge, the Licensor owns the Licensed Technology both legally and beneficially and has the right to disclose and authorize Licensee to use it in accordance with this Agreement, and the Licensor has not received any notice or claim from a Third Party alleging use of Licensed Technology infringes any patent or other intellectual property rights of any Third Party published as of the Effective Date.
(c) Licensor further warrants to Licensee:
(i) the Licensed IP and the Licensed Technology is not encumbered, mortgaged, or charged in any way, nor subject to any lien;
(ii) there is no litigation pending in respect to the Licensed IP or the Licensed Technology, and there is no claim or demand that has been received from any Third Party in relation to the Licensed IP and the Licensed Technology; and
(iii) no license or right in the Licensed IP and the Licensed Technology has been granted that conflicts with right granted to Licensee in this Agreement.
Warranties by LICENSOR. Licensor warrants and represents that it is the sole owner of the intellectual property, and that the practice of the art disclosed in the intellectual property will not constitute an infringement of the rights of any third party. Licensor indemnifies Licensee against and holds Licensee harmless from any loss, damage, or claim, including reasonable attorney fees, arising from or relating to any breach of the warranties contained in this Paragraph 3. Licensor reserves the right to control the defense of any resulting suit or claim, including without limitation the right to choose counsel and to settle and dispose of the suit or claim as it deems appropriate in its sole discretion.
Warranties by LICENSOR. 10.1 The Licensor warrants that it has full common law and other proprietary rights to, and copyright in, the Trade Marks.
Warranties by LICENSOR. 8.1.1. In relation to rights in Licensed IP, the Licensor warrants to the Licensee that as of the Effective Date, to the best of its actual knowledge, the Licensor solely owns such right to the IP claimed herein both legally and beneficially, and the use of such IP does not infringe IP rights of any Third Party published as of the Effective Date.
Warranties by LICENSOR. 1. Licensor warrants and represents to Licensee that Licensor has the right to grant this license and has not executed and will execute no other license agreements of any kind regarding the
Warranties by LICENSOR. In relation to Patents in Licensed IP, the Licensor warrants to the Licensee that as of the Effective Date, to the best of its actual knowledge, the Licensor solely owns such Patents and the inventions disclosed and claimed therein both legally and beneficially, and the use of such inventions as claimed in such Patents does not infringe any patent or other intellectual property rights of any Third Party published as of the Effective Date. In relation to Licensed Technology, the Licensor warrants to the Licensee that as of the Effective Date, to the best of its actual knowledge, the Licensor owns the Licensed Technology both legally and beneficially and has the right to disclose and authorize Licensee to use it in accordance with this Agreement, and the Licensor has not received any notice or claim from a Third Party alleging use of Licensed Technology infringes any patent or other intellectual property rights of any Third Party published as of the Effective Date. Licensor further warrants to Licensee:
Warranties by LICENSOR. The licensor warrants to the licensee that:
(a) The licensor has the power and authority to enter into this agreement; and
(b) The personal property rights granted under this agreement will not when used in accordance with this agreement infringe the personal property rights of any person.
