By the Licensor Clause Samples

By the Licensor. The Licensor hereby represents and warrants to the Fresenius Parties as follows: (a) Licensor has title to and ownership of or is a licensee with respect to, in each case free and clear of encumbrances other than encumbrances contained in the license agreements appointing the Licensor as such licensee, the Patents, Trademarks and Know-How licensed by the Licensor to the Licensee under this Agreement, subject to the D&N Associates Agreement and the Strahilevitz Agreement, both of which are being assigned by Licensor to Licensee and, to the best of Licensor's knowledge, the manufacture, sale and distribution of the Product utilizing the Patents, Trademarks and Know- How does not infringe any intellectual property rights of any person who has not granted Licensor a license. (b) Proper use of the Patents, Trademarks and Know-How is sufficient for the production of the Product as constituted on the date hereof, and the Licensor has sufficient rights to the Patents, Trademarks and Know-How reasonably necessary for use in connection with production of the Product, the absence of which would have a material adverse effect on this Agreement or the transactions contemplated hereby. (c) Except as disclosed in writing to the Fresenius Parties, there is no pending or, to its knowledge, threatened litigation against Licensor which alleges that Licensor's development, manufacture, use and sale of the Product have violated or would violate any intellectual property rights of any other person, and the Licensor has not received any written communication alleging that the Licensor's development, manufacture or sale of the Product has violated and has no knowledge that the Licensor's development, manufacture or sale of the Product have violated, the intellectual property rights of any person. (d) The Licensor has full right, power, and authority to enter into and perform its obligations under this Agreement. This Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Licensor, and this Agreement has been duly and validly executed and delivered by Licensor and, upon due and valid execution and delivery by each of the other parties hereto, will constitute a legal and binding obligation of the Licensor, enforceable against Licensor in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally or by gen...

By the Licensor. The Licensor may terminate the ▇▇▇▇ - and waive Your right to use the Pix4D Software with immediate effect - in case of Your failure to comply with any material obligation hereunder, without incurring any liability to You. No notification shall be required from the Licensor to effect such termination.

By the Licensor. From and after the Effective Date, the Licensor will indemnify, defend and hold harmless, and pay and reimburse, the Licensee and its Affiliates and their respective officers, directors, Representatives, advisors and shareholders (the "Licensee Indemnitees") from and against any and all losses, damages, liabilities, expenses and costs, taxes (including penalties and interest), including reasonable legal expense and attorneys' fees (collectively, "Losses") resulting from any claim by a Third Party to the extent and only to the extent attributable to: (i) the Licensor's or any Licensor Indemnitee's gross negligence, willful misconduct or breach of any of its representations and warranties, covenants, agreements or obligations contained in this Agreement; (ii) any manufacture or commercialization of the [***] Product conducted by or on behalf of Licensor prior to or after the Effective Date (including, for clarity, any intellectual property infringement claims arising therefrom); or (iii) any intellectual property infringement claims arising from Licensor's Manufacture of the Product; except in each case of (i)-(iii), to the extent such claim arises from a circumstance for which Licensee is obligated to indemnify Licensor pursuant to Section 12.2.

By the Licensor. 11.2.1 The Licensor may without the consent of the Licensee assign its rights and obligations under this License Agreement in whole or in part to another company within the FSB Development Group or a third party.

By the Licensor. 12.2.1 In the event of the Licensee’s material breach of this License Agreement, the Licensor shall have the right to terminate this License Agreement immediately by giving written notice and shall have all the remedies available in law or in equity available to it. In such case, the Licensee shall immediately cease using the Software and promptly delete, erase and destroy the Software, including any copies thereof as stated in Clause 12. 1.1. In the event of termination under this Clause, the Licensor shall have no obligation to refund any prepaid license fees whatsoever.

By the Licensor. The Licensor may assign this Agreement or its rights under this Agreement without the prior written consent of the Customer.

By the Licensor. The Licensor shall indemnify and hold the Licensee harmless from and against any and all losses, claims, damages and liabilities, jointly or severally, to which the Licensee may become subject under any applicable Federal or state law, or otherwise related to or arising out of any provision or obligation contemplated by this Agreement and the performance by the Licensor of the services contemplated by this Agreement, and shall reimburse the Licensee for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not the Licensee is a party thereto. In the event that the foregoing indemnity is unavailable or insufficient to hold the Licensee harmless, then the Licensor shall contribute to amounts paid or payable by the Licensee in respect of such losses, claims, damages and liabilities in such proportion as appropriately reflects 11 the relative benefits received by, in fault of, the Licensee in connection with the matters as to which such losses, claims, damages and liabilities relate and other equitable considerations.

By the Licensor. The Licensor may supplement the terms of this Public License in the following respects only: (1) to disclaim warranties or limit liabilities differently from Section 4 or to undertake warranties, in any such case by indicating that in a notice supplied with the Licensed Material as contemplated by Section 3(a)(1)(C); (2) to offer additional permissions not granted under this Public License; or (3) to waive conditions of this Public License. For the avoidance of doubt, the Licensor may license the Licensed Material under separate terms or conditions as provided in Section 5(c).

By the Licensor. The Licensor represents and warrants as follows: (i) the Licensor represents and warrants that it has full right, power and authority to enter into this Agreement and to grant the rights, licenses and privileges hereby granted by it to the Licensee, and that no consent of any third party is required to permit the Licensor to execute this Agreement and to perform its obligations hereunder, or to permit the Licensee to exercise fully the rights granted hereunder; and (ii) the Licensor represents and warrants that 1) it is the owner of all right, title and interest in and to the Intellectual Property for use in connection with the operation of the Business; 2) the Licensee’s and its sublicensees’ use of the Intellectual Property in accordance with this Agreement will not infringe on or interfere with the rights of third parties; and 3) the Licensor is not aware of any infringements of the Intellectual Property and has no knowledge of any pending conflicts with respect thereto.