Warranties of Licensor. Licensor warrants and represents to Licensee that:
Warranties of Licensor. (a) Licensor warrants that the Software is free of defects that materially impair their usefulness as described in the Documentation when in use without modification on the hardware prescribed by the Documentation as compatible for use with the Software (“Designated Unit”). The warranty shall not apply: (i) if the Software is not used in accordance with the Documentation; (ii) if the Software has been subjected to any modification; or (iii) if the Software is not installed on a Designated Unit; or (iv) to the extent that the defect is caused by or is contributed to by Partner or End User; or (v) if Partner or End User does not provide access, including remote access, to the Software to Licensor’s support personnel; or (vi) if the defect is caused by any third party software, Partner or Third Party Products. Licensor does not warrant that the Software will operate uninterrupted or that it will be free from minor defects or errors that do not materially affect such performance, or that the applications contained in the Software are designed to meet all of Partner or End Users' business requirements.
Warranties of Licensor. Licensor hereby represents and warrants only to Licensee that:
a. Neither the Licensed Trademark nor the Software infringe any patent, copyright, trade secret or other proprietary right of any third party;
b. Licensor has the sole right to grant licenses for use of the Licensed Trademark and the Software and has not heretofore granted any rights in the Licensed Trademark or the Software that would interfere with any rights granted Licensee under this Agreement;
c. Licensor has the right to enter into this Agreement, to grant to Licensee the rights and licenses set forth herein, and to perform all obligations of this Agreement;
d. Execution, delivery and performance of this Agreement by Licensor will not constitute a breach of any agreement, judgment, award, law, rule or regulation to which Licensor is bound; and
e. During the sixty (60) day period following the Effective Date (the "Warranty Period"), Licensor will provide consulting services to Licensee relating to the Software free of charge (other than reimbursement for pre-approved out-of-pocket expenses), and Licensor warrants that during the Warranty Period the Software will conform to the performance capabilities, characteristics, specifications, functions and other descriptions and standards applicable thereto as set forth in the functional specifications set forth in the VoxelGeo(R) 2.0 User Guide, copyright July 1995 (the "Functional Specifications").
Warranties of Licensor. 7.3.1 Licensor warrants to Licensee that:
(a) it owns, or has the right to use, license and/or sublicense, the Reference Designs Background IP contained in Schedule 4;
(b) the Reference Designs Background IP and the Reference Designs Transferred IP constitute all necessary and sufficient Intellectual Property for the Reference Designs and they are accurate and effective when they are licensed or transferred to the Licensee;
(c) the Chipsets, the Reference Designs, the Reference Designs Documentation, the Reference Designs Background IP and the Reference Designs Transferred IP do not infringe any third-party Intellectual Property or rights in Territory and United States of America;
(d) There are no encumbrances on the Chipsets, the Reference Designs, the Reference Designs Documentation, the Reference Designs Background IP and the Reference Designs Transferred IP other than the Disclosed Collateral;
(e) The Reference Designs, the Reference Designs Documentation and the Reference Designs Transferred IP are fit for the purpose of developing and manufacturing the Finished Products and to achieve the Finished Products Objective on the basis of the Chipsets to be supplied;
(f) The Chipsets, the Reference Designs, the Reference Designs Documentation and the Reference Designs Transferred IP can be exported outside the UK to Licensee in accordance with this Agreement without subject to any license (including export control licence), consent, permit or authority. For the avoidance of doubt, should this warranty be breached, the Licensor shall not be liable where it procures such necessary licence, consent, permit or authority within a reasonable time to the extent that the business of Licensee shall not be adversely affected; and
(g) Licensor has obtained all consents reasonably satisfactory to Licensee regarding Licensor’s supply of Chipsets, delivery of Reference Designs, transfer/license of relevant Intellectual Property to the Licensee from third parties including any required pursuant to the Disclosed Collateral.
7.3.2 Licensor will perform its obligations and duties under this Agreement with reasonable skill and care.
7.3.3 Notwithstanding anything else in this Agreement, the warranties in clause 7.3.1 do not apply to, and Licensor makes no representations or warranties whatsoever with respect to: (a) any Reference Designs Licensee Foreground IP; (b) defects resulting from parts of the Finished Products not supplied by Licensor; (c) Finished Products or Chipset...
Warranties of Licensor. 6.1. Licensor warrants,
(i) that Licensor is the owner of the entire right, title and interest in the Licensed Patents and has the right to grant the license granted herein; and
(ii) that Licensor is not aware of any prior conflicting rights granted under any of the Licensed Patents except: the Central Institute for the Deaf (CID) has been granted an option for an exclusive license under all patents listed in Exhibit A under patent families CID1 to CID5 for all fields of use except hearing aids.
6.2. Nothing in this Agreement shall be construed as a representation or warranty by Licensor as to the technical or commercial results, which can be obtained by the exploitation of the Licensed Patents.
6.3. The parties agree that should a patent not issue from any of the applications listed in Exhibit A hereto, the terms hereof inclusive of Licensee’s obligations hereunder shall be otherwise unaffected by such occurrence.
Warranties of Licensor. 33.1 Licensor makes only the warranties expressly made below;
(a) To Licensor's knowledge, up to the date of this Agreement, Licensor has no information indicating that the subject matter of the Licensed Patents infringes any U.S. or foreign patents; (b) Up to the date of this Agreement there are no actions, suits or proceedings pending or, to the knowledge of Licensor threatened against Licensor in any court or before any administrative agency which would prevent Licensor from completing the transactions provided for herein; Licensor has complied with all laws (including rules and regulations thereunder) of federal, state, and local governments (and all agencies thereof), and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against Licensor alleging any failure to comply with any such law or regulation; (c) Licensor warrants that prior to this Agreement, no other licenses have been granted to any other persons or entities for the Licensed Technology as defined in this Agreement;
Warranties of Licensor. (a) LICENSOR represents and warrants that, to the best of its knowledge:
(i) LICENSOR has disclosed to COMPANY all potential patent rights in the control of third parties known to LICENSOR which may be needed to commercialize any Licensed Products ; and
(ii) APPENDIX "A" is a complete list of all patents and patent applications included in the Licensed Patents as of the date hereof. LICENSOR will, from time to time during the term of this Agreement, promptly provide COMPANY, upon request, with an updated version of APPENDIX "A".
(b) LICENSOR further represents and warrants that (i) it is the exclusive owner or, in the case of the patents and patent applications licensed pursuant to the Yale Agreement, the exclusive licensee, of all right, title and interest in the patents and patent applications identified in APPENDIX "A" as of the date hereof, subject to the rights of the U.S. Government as described in the U.S. Government Licenses; and (ii) all patents and patent applications licensed by it pursuant to the Yale Agreement are identified on APPENDIX "A". For purposes of the representation and warranty set forth in clause (i) of Subsection 9.1(a), "LICENSOR" shall mean the Inventor and any employees of EMORY who work in the technology transfer area. COMPANY acknowledges that LICENSOR has not undertaken any investigation with respect to the potential patent rights of any third party.
Warranties of Licensor. (a) LICENSOR represents and warrants that, to the best of its knowledge:
(i) LICENSOR has disclosed to COMPANY all potential patent rights in the control of third parties known to LICENSOR as of the Effective Date which may be needed to commercialize any Licensed Products; and
(ii) Appendix “A” is a complete list of all patents and patent applications included in the Licensed Patents as of the Effective Date. LICENSOR will, from time to time during the term of this Agreement, promptly provide COMPANY, upon request, with an updated version of Appendix “A.”
(b) LICENSOR further represents and warrants that:
(i) it is the exclusive owner of the patents and patent applications identified as owned by LICENSOR on Appendix “A”;
(ii) it is a co-owner of the patents and patent applications identified as co-owned by LICENSOR and COMPANY on Appendix “A”; and
(iii) it has the exclusive right and license to practice, with the right to sublicense, the patents and patent applications identified as licensed pursuant to the GW License Agreement or the GSK/Shire Agreement on Appendix “A” to develop, make, have made, use, import, offer for sale and sell Licensed Products. For purposes of the representation and warranty set forth in clause (i) of Subsection 8.1(a), “LICENSOR” shall mean any employees of LICENSOR who [ * ]. COMPANY acknowledges that LICENSOR has not undertaken any investigation with respect to the potential patent rights of any third party.
Warranties of Licensor. Licensor represents and warrants to Licensee that, as of the Effective Date: (a) it has all right, title, and interest in and to the Licensed Property that is necessary to grant Licensee the rights and license to the Licensed Property pursuant to the terms of this Agreement; (b) Licensor is the record owner of the applications for the Licensed Marks set forth on Schedule A; (c) to its knowledge, the exercise by Licensee of the rights and license granted under this Agreement will not infringe or otherwise conflict with the rights of any other Person; (d) to its knowledge, there is no settled, pending or threatened litigation, opposition, or other claim or proceeding challenging the validity, enforceability, ownership, registration, or use of any Licensed Property; and (e) it has not brought or threatened any claim against any third party alleging infringement of any Licensed Property, nor, to its knowledge, is any third party infringing or threatening to infringe any Licensed Property.
Warranties of Licensor. Licensor represents, warrants and covenants to AVST that the statements contained in this Section 7.1 are true, complete and correct as of the Effective Date and during the Term (as defined in Section 12.1):
(a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and Canadian Subsidiary is a corporation duly organized, validly existing and in good standing under the federal laws of Canada.
(b) Neither Licensor has violated, nor is in violation of, any of the provisions of its governing documents.
(c) Each Licensor has full corporate power and authority to execute, deliver and perform this Agreement.
(d) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of each Licensor.
(e) Each Licensor's representative signing this Agreement has the full corporate power and authority to execute this Agreement and bind such Licensor to all terms and conditions hereof.
(f) Each Licensor has all rights and authority to grant the licenses, lease and other rights as provided in this Agreement, without any obligation to any other party.
(g) Each Licensor's execution, delivery and performance of this Agreement do not and will not (i) constitute a breach or violation of such Licensor's governing documents, (ii) constitute a breach or violation of any law, constitution, statute, regulation, injunction, judgment, order, decree, ruling, charge, or other restriction of any governmental authority to which such Licensor or any of the UCN IP Assets or Customer Agreements are subject, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, or lease to which such Licensor is a party or by which it is bound or to which any of the UNC IP Assets, the Leased Assets, or Customer Agreements are bound or affected (or result in the imposition of any encumbrance upon any of the UCN IP Assets, the Leased Assets, or Customer Agreements), or (iv) require any permit, declaration of, notice to, authorization or consent of any Person, including any governmental authority, except for the Exchange, whose consent or authorization has been given or obtained.
(h) Except as disclosed in Schedule 7.1(h), Licensor has exclusive title to, and owns and possesses, free and clear of any encumbrances...
