Representations and Warranties of Licensor. Licensor hereby ------------------------------------------ represents and warrants to Licensee that: 8.1.1 Licensor is the sole owner of the Licensed Material, the Existing Copyright Registrations and the Existing Trademark Registrations, and, except as expressly set forth in this Agreement, has not sold, transferred, assigned or otherwise disposed of, directly or indirectly, by operation of law or otherwise, any of the Licensed Material, any of the Existing Copyright Registrations, or any of the Existing Trademark Registrations, or any interest therein, to any Person other than Licensee hereunder. To the best of Licensor's knowledge, no Person has made any claim or filed any protest or filed any action, suit or proceeding challenging Licensor's exclusive ownership rights and interests in and to the Licensed Material, the Existing Copyright Registrations or the Existing Trademark Registrations. 8.1.2 Licensor is not aware of any rights of third parties that would be infringed by manufacturing, using or selling the Licensed Material or by any of the Existing Copyright Registrations or by any of the Existing Trademark Registrations. 8.1.3 Licensor is not aware that any third parties in any way infringing the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. 8.1.4 Licensor is not aware of any action, suit, proceeding or other claim pending or threatened against Licensor or any other person, firm or entity, involving or relating to the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. Licensor is not aware of any order, decree or judgment in effect that affects the Licensed Material and/or the ability of Licensor to perform its obligations hereunder. 8.1.5 Licensor is not aware that any aspect of any of the Licensed Material or job-person matching violates any federal or state laws, including equal employment opportunity laws. Licensor is not aware that the Licensed Material or the process of job-person matching included therein has had an adverse impact on any group protected by any equal employment opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C Section 2000e et. Seq. and any similar laws of any state. The Licensed Material and the process of job-person matching included therein have been validated in accordance with generally accepted professional practices for construct and criterion related validity. Licensor agrees that in the event of any challenge by any third party to the legality of the Licensed Material and/or the process of job-person matching, Licensor shall provide, at no cost to Licensee (a) evidence establishing that the Licensed Material and the process of job-person matching included therein do not have an adverse impact on any group protected by any equal employment opportunity laws for selection into positions involved in Licensee's Business; (b) evidence that the Licensed Material and the process of job-person matching have been validated in accordance with standard practices; and (c) expert witness testimony to support such evidence. 8.1.6 When used by Licensee (and any Permitted Sublicensee) in connection with the Business, the Licensed Material will perform the functions for which it has been designed. All assessments and job-person matching included within the Licensed Material have been tested by internal objective studies conducted by Licensor and the results of those tests demonstrate that the Licensed Material will perform the functions for which it has been designed and marketed. The parties acknowledge that the Licensed Material is designed and marketed to estimate individuals' effectiveness in specific job-related behavioral competencies. 8.1.7 Licensor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. All action required or appropriate in order for Licensor to execute, deliver and perform this Agreement have been duly and validly taken and Licensor is entitled to execute and deliver this Agreement and perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms and all persons executing this Agreement on behalf of Licensor are duly authorized and empowered to do so. 8.1.8 No consent, approval or notice is required to be obtained or given by Licensor from or to any person, firm or entity, governmental or nongovernmental, in order for Licensor to execute and deliver this Agreement and perform its obligations hereunder. This Agreement will not violate Licensor's Articles of Organization or any other agreement or document to which Licensor is a party or by which it is bound.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby ------------------------------------------ represents and warrants to Licensee thatas follows:
8.1.1 Licensor is the sole owner (a) To Licensor's knowledge, information and belief, Licensee's use of the Licensed MaterialProperties in connection with the Operation and/or Management of the Licensed Theatres will not infringe any third party's intellectual property rights when used in accordance with the terms and conditions of this License.
(b) As of the Effective Date hereof, the Existing Copyright Registrations and the Existing Trademark Registrationsthere are no infringement orders, and, except as expressly set forth suits or claims pending or threatened in this Agreement, has not sold, transferred, assigned or otherwise disposed of, directly or indirectly, by operation of law or otherwise, writing against Licensor that relate to any of the Licensed Material, any of the Existing Copyright Registrations, or any of the Existing Trademark Registrations, or any interest therein, to any Person other than Licensee hereunder. Properties.
(c) To the best of Licensor's knowledge, no Person Licensor has made any claim or filed any protest or filed any action, suit or proceeding challenging Licensor's exclusive ownership rights and interests in and good title to the Licensed MaterialProperties, the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.2 free and clear of all Liens. Licensor is has not aware received written notice of any rights adverse claim with respect to Licensor's use or ownership of third parties that would be infringed by manufacturing, using or selling any Licensed Property. Schedule A sets forth the Licensed Material or by any Properties which are ---------- registered trademarks, and the registration for each such registered trademark is held in the name of Licensor. Licensor has the Existing Copyright Registrations or by any right to grant to Licensee the right and license granted to Licensee pursuant to Section 2 of this License without obtaining the Existing Trademark Registrations.
8.1.3 Licensor is not aware that any third parties in any way infringing the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.4 Licensor is not aware consent of any action, suit, proceeding or other claim pending or threatened against Licensor or any other person, firm person or entity; Licensor has not entered into any agreements, involving Transfers, Liens or relating to the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. Licensor is not aware of any order, decree or judgment in effect that affects the Licensed Material and/or the ability of Licensor to perform its obligations hereunder.
8.1.5 Licensor is not aware that any aspect of any encumbrances inconsistent with Licensee's use of the Licensed Material or job-person matching violates any federal or state laws, including equal employment opportunity laws. Licensor is not aware that the Licensed Material or the process of job-person matching included therein has had an adverse impact on any group protected by any equal employment opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C Section 2000e et. Seq. and any similar laws of any state. The Licensed Material and the process of job-person matching included therein have been validated in accordance with generally accepted professional practices for construct and criterion related validity. Licensor agrees that in the event of any challenge by any third party to the legality of the Licensed Material and/or the process of job-person matching, Licensor shall provide, at no cost to Licensee (a) evidence establishing that the Licensed Material and the process of job-person matching included therein do not have an adverse impact on any group protected by any equal employment opportunity laws for selection into positions involved in Licensee's Business; (b) evidence that the Licensed Material and the process of job-person matching have been validated in accordance with standard practices; and (c) expert witness testimony to support such evidence.
8.1.6 When used by Licensee (and any Permitted Sublicensee) Properties in connection with the Business, Operation and/or Management of the Licensed Material will perform the functions for which it has been designed. All assessments and job-person matching included within the Licensed Material have been tested by internal objective studies conducted by Licensor and the results of those tests demonstrate that the Licensed Material will perform the functions for which it has been designed and marketed. The parties acknowledge that the Licensed Material is designed and marketed to estimate individuals' effectiveness in specific job-related behavioral competencies.
8.1.7 Licensor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. All action required or appropriate in order for Licensor to execute, deliver and perform this Agreement have been duly and validly taken and Licensor is entitled to execute and deliver this Agreement and perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of Licensor, enforceable against Licensor Theatres in accordance with its the terms and all persons executing conditions of this Agreement on behalf of Licensor are duly authorized and empowered to do soLicense.
8.1.8 No consent(d) LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES ARISING OUT OF, approval or notice is required to be obtained or given by Licensor from or to any personRELATING TO OR IN CONNECTION WITH THE LICENSED PROPERTIES, firm or entityWHETHER EXPRESS OR IMPLIED. LICENSEE HAS 111 DETERMINED TO USE THE LICENSED PROPERTIES IN CONNECTION WITH THE OPERATION AND/OR MANAGEMENT OF THE LICENSED THEATRES ON THE BASIS OF ITS OWN JUDGMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE OPERATING LEASE, governmental or nongovernmentalNEITHER THE LICENSOR NOR ANY AFFILIATE, in order for Licensor to execute and deliver this Agreement and perform its obligations hereunder. This Agreement will not violate Licensor's Articles of Organization or any other agreement or document to which Licensor is a party or by which it is boundNOR ANYONE ACTING ON BEHALF OF ANY OF THEM, MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE SAFETY, TITLE, CONDITION, QUALITY, QUANTITY, FITNESS FOR USE, MERCHANTABILITY, CONFORMITY TO SPECIFICATION, OR ANY OTHER CHARACTERISTIC, OF ANY LICENSED PROPERTY, OR ANY GOOD, SERVICE, APPARATUS, FACILITY, MATERIAL OR OTHER MATTER THAT BEARS OR EMBODIES ANY LICENSED PROPERTY; OR AS TO WHETHER ANY LICENSED PROPERTY OR THE OWNERSHIP, USE, OCCUPANCY OR POSSESSION OF THE LICENSED PROPERTY OR ANY GOOD, SERVICE, APPARATUS, FACILITY, MATERIAL OR OTHER MATTER THAT BEARS OR EMBODIES ANY LICENSED PROPERTY, COMPLIES WITH ANY LAWS, RULES, REGULATIONS OR REQUIREMENTS OF ANY KIND.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby ------------------------------------------ represents and warrants the following to Licensee thatLicense as of the date of this Agreement:
8.1.1 Licensor is the sole owner of the Licensed Material, the Existing Copyright Registrations and the Existing Trademark Registrations, and, except as expressly set forth in this Agreement, has not sold, transferred, assigned or otherwise disposed of, directly or indirectly, by operation of law or otherwise, any of the Licensed Material, any of the Existing Copyright Registrations, or any of the Existing Trademark Registrations, or any interest therein, to any Person other than Licensee hereunder. To the best of Licensor's knowledge, no Person has made any claim or filed any protest or filed any action, suit or proceeding challenging Licensor's exclusive ownership rights and interests in and to the Licensed Material, the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.2 Licensor is not aware of any rights of third parties that would be infringed by manufacturing, using or selling the Licensed Material or by any of the Existing Copyright Registrations or by any of the Existing Trademark Registrations.
8.1.3 Licensor is not aware that any third parties in any way infringing the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.4 Licensor is not aware of any action, suit, proceeding or other claim pending or threatened against Licensor or any other person, firm or entity, involving or relating to the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. Licensor is not aware of any order, decree or judgment in effect that affects the Licensed Material and/or the ability of Licensor to perform its obligations hereunder.
8.1.5 Licensor is not aware that any aspect of any of the Licensed Material or job-person matching violates any federal or state laws, including equal employment opportunity laws. Licensor is not aware that the Licensed Material or the process of job-person matching included therein has had an adverse impact on any group protected by any equal employment opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C Section 2000e et. Seq. and any similar laws of any state. The Licensed Material and the process of job-person matching included therein have been validated in accordance with generally accepted professional practices for construct and criterion related validity. Licensor agrees that in the event of any challenge by any third party to the legality of the Licensed Material and/or the process of job-person matching, Licensor shall provide, at no cost to Licensee (a) evidence establishing that the Licensed Material and the process of job-person matching included therein do not have an adverse impact on any group protected by any equal employment opportunity laws for selection into positions involved in Licensee's Business; (b) evidence that the Licensed Material and the process of job-person matching have been validated in accordance with standard practices; and (c) expert witness testimony to support such evidence.
8.1.6 When used by Licensee (and any Permitted Sublicensee) in connection with the Business, the Licensed Material will perform the functions for which it has been designed. All assessments and job-person matching included within the Licensed Material have been tested by internal objective studies conducted by Licensor and the results of those tests demonstrate that the Licensed Material will perform the functions for which it has been designed and marketed. The parties acknowledge that the Licensed Material is designed and marketed to estimate individuals' effectiveness in specific job-related behavioral competencies.
8.1.7 Licensor is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of California. All action required or appropriate in order for Tennessee.
(b) Licensor has full corporate power and authority to execute, deliver enter into and perform this Agreement. The execution, delivery and performance of this Agreement by Licensor have been duly authorized by all requisite corporate action.
(c) Licensor is the sole owner of all right, title and validly taken interest in and to the licensed Patents and other intellectual property, and Licensor is entitled has legal power, authority and right to execute grant the exclusive license under the Licensed Properties.
(d) To Licensor's knowledge, there are no patents owned by others and deliver no other property rights or property of others which would be infringed or misused by Licensee or its Affiliates or sublicensees as a result of their exercise of the rights in and to the Licensed Properties and the products granted by this Agreement Agreement.
(e) There are no actions, suits, or claims pending against Licensor or its Affiliates in any court or by or before any governmental body or agency with respect to the Licensed Properties or Products, and perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation to the best of Licensor's knowledge, enforceable no such actions, suits or claims have been threatened against Licensor in accordance with or its terms and all persons executing this Agreement on behalf of Licensor are duly authorized and empowered to do soAffiliates.
8.1.8 (f) Licensor has no knowledge of any infringement of the Licensed Properties or knowledge of any claim or allegation, or any basis thereof, of patent infringement or misuse of any confidential information with regard to the Licensed Properties or Products.
(g) No consentother person or organization presently has any effective assignment, approval option, license or notice is sublicense under the Licensed Properties or with respect to the manufacture, use or sale of the Products or other products using the Licensed Properties.
(h) The Licensed Properties include all of the patents, applications for patents, improvements, technology, products, foreign counterparts and extensions thereof, know-how, inventions, ideas, concepts, methods and processes presently owned, used or developed by Licensor.
(i) Licensor's facilities, equipment and operations are in material compliance with all applicable laws and regulations. Licensor holds all material licenses, permits and other governmental authorizations necessary or required to be obtained or given by Licensor from or to any person, firm or entity, governmental or nongovernmental, conduct its operations and business in order for Licensor to execute and deliver this Agreement and perform its obligations hereunder. This Agreement will not violate Licensor's Articles of Organization or any other agreement or document to which Licensor is a party or by which it is boundthe manner presently conducted.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby ------------------------------------------ represents and warrants to Licensee thatthe following:
8.1.1 (a) Except for the royalty-free, nonexclusive license granted by UFRFI to the United States Government described in the UFRFI License Agreement, to Licensor's knowledge, Licensor is the sole owner licensee of the entire right, title and interest in and to Licensed MaterialPatents; Licensor is the sole licensee of the Know-How to be provided under the terms of this Agreement and the UFRFI License Agreement; and Licensor is the sole licensee of the right, title and interest in and to the Agreement Compounds, the Existing Copyright Registrations Licensed Products and Licensed Processes.
(b) Licensor is free to enter into this Agreement and to sublicense its rights under the Existing Trademark Registrations, and, except as expressly set forth in UFRFI License Agreement to Licensor pursuant to this Agreement.
(c) As of the date of this Agreement, has not soldthere are no actions, transferred, assigned suits or otherwise disposed of, directly or indirectly, by operation of law or otherwise, any of the Licensed Material, any of the Existing Copyright Registrations, claims pending against Licensor or any of its Affiliates or, to the Existing Trademark Registrationsbest of Licensor's knowledge, UFRFI in any court or by or before any governmental body or agency with respect to Licensed Patents, Agreement Compounds, Licensed Products, Licensed Processes and/or Know-How, and to the best of Licensor's knowledge, no such actions, suits or claims have been threatened against Licensor or any of its Affiliates or UFRFI and Licensor is unaware of any facts which would form a reasonable basis for such a claim.
(d) No other person or organization presently has been granted by Licensor any effective option or license with respect to the manufacture, use or sale of Agreement Compounds, Licensed Products or Licensed Processes in the Field of Use in the Territory, or any interest thereinis presently authorized to use Know-How in or for the Field of Use in the Territory.
(e) As of the date of this Agreement, to the best of Licensor's knowledge, none of the Agreement Compounds, Licensed Patents, Licensed Processes or Know-How infringe upon the patent or other intellectual property rights of any Person other than Licensee hereunder. third party.
(f) To the best of Licensor's knowledge, there is no Person has made patent or patent application of another, which contains claims that dominate or may dominate any claim Know-How, or filed any protest or filed any action, suit or proceeding challenging Licensor's exclusive ownership rights and interests in and to the Licensed Material, the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.2 Licensor is not aware of any rights of third parties that would be infringed by manufacturing, using or selling the Licensed Material or by any of the Existing Copyright Registrations or by any of the Existing Trademark Registrations.
8.1.3 Licensor is not aware that any third parties in any way infringing the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.4 Licensor is not aware of any action, suit, proceeding or other claim pending or threatened against Licensor or any other person, firm or entity, involving or relating to the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. Licensor is not aware of any order, decree or judgment in effect that affects the Licensed Material and/or the ability of Licensor to perform its obligations hereunder.
8.1.5 Licensor is not aware that any aspect of any of the Licensed Material Patents, Licensed Processes or job-person matching violates any federal or state laws, including equal employment opportunity laws. Licensed Products.
(g) Nothing has come to the attention of Licensor is not aware which it believes would indicate that the Licensed Material Products are not patentable or the process of job-person matching included therein has had an adverse impact on any group protected by any equal employment opportunity laws, including, but not limited to, Title VII marketable or would be unable upon completion of the Civil Rights Act of 1964, 42 U.S.C Section 2000e et. Seq. and any similar laws of any state. The Licensed Material and the process of job-person matching included therein have been validated in accordance with generally accepted professional practices for construct and criterion related validity. Licensor agrees that in the event of any challenge by any third party development program to the legality of the Licensed Material and/or the process of job-person matching, Licensor shall provide, at no cost to Licensee (a) evidence establishing that the Licensed Material and the process of job-person matching included therein do not have an adverse impact on any group protected by any equal employment opportunity laws for selection into positions involved in Licensee's Business; (b) evidence that the Licensed Material and the process of job-person matching have been validated in accordance with standard practices; and (c) expert witness testimony to support such evidencereceive FDA approval.
8.1.6 When used by Licensee (and any Permitted Sublicensee) in connection with the Business, the Licensed Material will perform the functions for which it has been designed. All assessments and job-person matching included within the Licensed Material have been tested by internal objective studies conducted by Licensor and the results of those tests demonstrate that the Licensed Material will perform the functions for which it has been designed and marketed. The parties acknowledge that the Licensed Material is designed and marketed to estimate individuals' effectiveness in specific job-related behavioral competencies.
8.1.7 Licensor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. All action required or appropriate in order for Licensor to execute, deliver and perform this Agreement have been duly and validly taken and Licensor is entitled to execute and deliver this Agreement and perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms and all persons executing this Agreement on behalf of Licensor are duly authorized and empowered to do so.
8.1.8 No consent, approval or notice is required to be obtained or given by Licensor from or to any person, firm or entity, governmental or nongovernmental, in order for Licensor to execute and deliver this Agreement and perform its obligations hereunder. This Agreement will not violate Licensor's Articles of Organization or any other agreement or document to which Licensor is a party or by which it is bound.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby ------------------------------------------ represents and warrants to Licensee that:
8.1.1 Licensor is (with respect to the sole owner LMT Technology existing as of the Licensed Material, Effective Date when such representation or warranty refers to the Existing Copyright Registrations and LMT Technology):
(i) Except for the Existing Trademark Registrations, and, except as expressly agreements set forth in on Attachment A to this Agreement, true and complete copies of which have been delivered by Licensor to Licensee, each of Licensor and Crucible has not soldgood title to the LMT Technology which it purports to own and valid licenses and sublicenses to the portion of the LMT Technology which it purports to license and sublicense, transferredin each case, assigned free of all Liens. A “Lien” is any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, bailment, conditional sales or otherwise disposed oftitle retention agreement, directly or indirectly, by operation of law lien (statutory or otherwise), charge against or interest in property, in each case of any kind, to secure payment of a debt or performance of an obligation. Since the Original Effective Date, neither Licensee nor Crucible has entered into any agreement, contract or arrangement that has resulted or could result in the future in the transfer of all or any portion of the Licensed MaterialLMT Technology in the breach or termination of all or any portion the sublicense granted by Licensor to Licensee pursuant to the Original Sublicense Agreement, or the abandonment or revocation of Licensor’s or Crucible’s rights to all or any portion of the Existing Copyright RegistrationsLMT Technology, or in the breach or termination of all or any portion of the Existing Trademark Registrations, or any interest therein, to any Person other than Licensee hereunder. To the best of Licensor's knowledge, no Person has made any claim or filed any protest or filed any action, suit or proceeding challenging Licensor's exclusive ownership rights and interests in and to the Licensed Material, the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.2 Licensor is not aware of any rights of third parties that would be infringed sublicense granted by manufacturing, using or selling the Licensed Material or by any of the Existing Copyright Registrations or by any of the Existing Trademark Registrations.
8.1.3 Licensor is not aware that any third parties in any way infringing the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.4 Licensor is not aware of any action, suit, proceeding or other claim pending or threatened against Licensor or any other person, firm or entity, involving or relating to the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. Licensor is not aware of any order, decree or judgment in effect that affects the Licensed Material and/or the ability of Licensor to perform its obligations hereunder.
8.1.5 Licensor is not aware that any aspect of any of the Licensed Material or job-person matching violates any federal or state laws, including equal employment opportunity lawsLicensee pursuant to this Agreement. Licensor is not aware that the Licensed Material or the process of job-person matching included therein has had an adverse impact on any group protected by any equal employment opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C Section 2000e et. Seq. and any similar laws of any state. The Licensed Material and the process of job-person matching included therein have been validated in accordance with generally accepted professional practices for construct and criterion related validity. Licensor agrees that in the event of any challenge by any third party Attachment A to the legality of the Licensed Material and/or the process of job-person matching, Licensor shall provide, at no cost to Licensee (a) evidence establishing that the Licensed Material and the process of job-person matching included therein do not have an adverse impact on any group protected by any equal employment opportunity laws for selection into positions involved in Licensee's Business; (b) evidence that the Licensed Material and the process of job-person matching have been validated in accordance with standard practices; and (c) expert witness testimony to support such evidence.
8.1.6 When used by Licensee (and any Permitted Sublicensee) in connection with the Business, the Licensed Material will perform the functions for which it has been designed. All assessments and job-person matching included within the Licensed Material have been tested by internal objective studies conducted by Licensor and the results of those tests demonstrate that the Licensed Material will perform the functions for which it has been designed and marketed. The parties acknowledge that the Licensed Material is designed and marketed to estimate individuals' effectiveness in specific job-related behavioral competencies.
8.1.7 Licensor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. All action required or appropriate in order for Licensor to execute, deliver and perform this Agreement have been duly sets forth a true and validly taken and Licensor is entitled to execute and deliver this Agreement and perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation complete list of Licensor, enforceable against Licensor in accordance with its terms and all persons executing this Agreement on behalf of Licensor are duly authorized and empowered to do so.
8.1.8 No consent, approval agreements or notice is required to be obtained or given by Licensor from or to any person, firm or entity, governmental or nongovernmental, in order for Licensor to execute and deliver this Agreement and perform its obligations hereunder. This Agreement will not violate Licensor's Articles of Organization or any other agreement or document understandings to which Licensor or Crucible is a party or by which it the LMT Technology is boundbound that grant exclusive license rights with respect to all or any portion of the LMT Technology. Since the Original Effective Date, neither Licensee nor Crucible has entered into any agreement, contract or arrangement that amends, terminates or otherwise modifies or waives any of terms and conditions of any of the agreements listed in Attachment A to the Original Sublicense Agreement, except for amendments specifically listed in Attachment A to this Agreement. For clarity, Licensor represents and warrants that the exclusive licenses granted by Licensor or Crucible as of the Original Effective Date have not changed except that by an amendment dated as of December 31, 2012 to the License Agreement dated August 5, 2011 with Innovative Materials Group, LLC (“IMG”), for valuable consideration, Licensor re-acquired from IMG the exclusive right to Eyewear Products that had been previously licensed to IMG. The Parties agree that Eyewear Products remain within the definition of Additional Excluded Fields. No other changes to the Additional Excluded Fields has been made since the Original Effective Date.
Appears in 1 contract
Sources: VPC Sublicense Agreement (Liquidmetal Technologies Inc)
Representations and Warranties of Licensor. The Licensor hereby ------------------------------------------ represents and warrants to the Licensee thatas follows, acknowledging that the Licensee is relying on these representations and warranties:
8.1.1 Licensor is (a) it and/or its Affiliates are collectively the sole owner owners of the Licensed MaterialTrademarks, the Existing Copyright Registrations FAF Intellectual Property and the Existing Trademark RegistrationsSystem.
(b) the Licensor holds a license granting it the right, power and authority to use and to sublicense to others, including the Licensee, the right to use the Trademarks, the FAF Intellectual Property and the System.
(c) the Licensor has the right, power and authority to grant to the Licensee, the License and all other rights granted under this Agreement and has not granted and, except as expressly set forth in provided the Licensee complies with all of the terms and conditions of this Agreement, has will not sold, transferred, assigned grant any other rights or otherwise disposed of, directly or indirectly, by operation of law or otherwise, any licences in the Territory during the Term of the Licensed Material, any of the Existing Copyright Registrations, or any of the Existing Trademark Registrations, or any interest thereinAgreement, to any Person other than third party that would conflict with the rights granted to the Licensee hereunder. To under this Agreement.
(d) to the best knowledge of Licensor's knowledge, the exercise by the Licensee of the rights and license granted under this Agreement will not infringe or otherwise conflict with the rights of any other Person.
(e) the Confidentiality and Know-How contained in the FAF Intellectual Property is and remains confidential to the Licensor and/or its Affiliates and those who have signed written confidentiality and non-disclosure agreements with the Licensor, as applicable, and the Licensor and/or the Licensor’s Affiliates have taken reasonable steps to protect the confidentiality of that Confidential Information and Know-How from disclosure to, or use by, unauthorized Persons.
(f) except as disclosed by the Licensor to the Licensee, there is no Person has made any material settled, pending, or threatened litigation, opposition, or other claim or filed any protest or filed any action, suit or proceeding challenging the validity, enforceability, ownership, registration, or use of any Trademarks, the FAF Intellectual Property or the System in the Territory that would impact the Licensee’s exercise of its rights under this Agreement.
(g) except as disclosed by the Licensor to the Licensee, neither the Licensor or its Affiliates have brought or threatened any claim against any third party alleging infringement of any Trademarks, FAF Intellectual Property and/or the System in the Territory nor to the knowledge of the Licensor is any third party infringing or threatening to infringe any such rights in the Territory.
(h) a termination of the Licensor's exclusive ownership rights ’s right to the Trademarks, the FAF Intellectual Property and interests the System, does not trigger a termination of the Licensee’s right in and to the Licensed MaterialTrademarks, the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.2 Licensor is not aware of any rights of third parties that would be infringed by manufacturing, using or selling the Licensed Material or by any of the Existing Copyright Registrations or by any of the Existing Trademark Registrations.
8.1.3 Licensor is not aware that any third parties in any way infringing the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.4 Licensor is not aware of any action, suit, proceeding or other claim pending or threatened against Licensor or any other person, firm or entity, involving or relating to the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. Licensor is not aware of any order, decree or judgment in effect that affects the Licensed Material and/or the ability of Licensor to perform its obligations hereunder.
8.1.5 Licensor is not aware that any aspect of any of the Licensed Material or job-person matching violates any federal or state laws, including equal employment opportunity laws. Licensor is not aware that the Licensed Material or the process of job-person matching included therein has had an adverse impact on any group protected by any equal employment opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C Section 2000e et. Seq. and any similar laws of any state. The Licensed Material FAF Intellectual Property and the process of job-person matching included therein have been validated in accordance with generally accepted professional practices for construct and criterion related validitySystem. Licensor agrees that in In the event of any challenge by any third party a termination of the Licensor’s right in and to the legality Trademarks, the FAF Intellectual Property and the System, the owners of the Licensed Material and/or Trademarks, the process of job-person matchingFAF Intellectual Property, Licensor shall provide, at no cost to Licensee (a) evidence establishing that the Licensed Material and the process System will at such owner’s discretion: (i) honour the terms of job-person matching included therein do not have an adverse impact on any group protected by any equal employment opportunity laws for selection into positions involved in Licensee's Business; (b) evidence that the Licensed Material and the process of job-person matching have been validated in accordance with standard practices; and (c) expert witness testimony to support such evidence.
8.1.6 When used by Licensee (and any Permitted Sublicensee) in connection with the Business, the Licensed Material will perform the functions for which it has been designed. All assessments and job-person matching included within the Licensed Material have been tested by internal objective studies conducted by Licensor and the results of those tests demonstrate that the Licensed Material will perform the functions for which it has been designed and marketed. The parties acknowledge that the Licensed Material is designed and marketed to estimate individuals' effectiveness in specific job-related behavioral competencies.
8.1.7 Licensor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. All action required or appropriate in order for Licensor to execute, deliver and perform this Agreement have been duly and validly taken and Licensor is entitled as if they were the original licensor identified in this Agreement; and/or (ii) assign the Licensor’s obligations hereunder to execute and deliver another authorized licensor/ Affiliate with such other licensor/Affiliate honouring the terms of this Agreement and perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of Licensor, enforceable against Licensor as if they were the original licensor identified in accordance with its terms and all persons executing this Agreement on behalf of Licensor are duly authorized and empowered to do so.
8.1.8 No consent, approval or notice is required to be obtained or given by Licensor from or to any person, firm or entity, governmental or nongovernmental, in order for Licensor to execute and deliver this Agreement and perform its obligations hereunder. This Agreement will not violate Licensor's Articles of Organization or any other agreement or document to which Licensor is a party or by which it is bound.Agreement..
Appears in 1 contract
Sources: Intellectual Property and Trademark License Agreement (Fire & Flower Holdings Corp.)
Representations and Warranties of Licensor. (a) Licensor hereby ------------------------------------------ represents and warrants to that Licensee that:
8.1.1 Licensor is the sole owner of the Licensed Material, the Existing Copyright Registrations and the Existing Trademark Registrations, and, except as expressly set forth in this Agreement, has not sold, transferred, assigned or otherwise disposed of, directly or indirectly, by operation of law or otherwise, any of the Licensed Material, any of the Existing Copyright Registrations, or any of the Existing Trademark Registrations, or any interest therein, to any Person other than Licensee hereunder. To the best of Licensor's knowledge, no Person has made any claim or filed any protest or filed any action, suit or proceeding challenging Licensor's exclusive ownership rights and interests in and to the Licensed Material, the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.2 Licensor is not aware of any rights of third parties that would be infringed by manufacturing, using or selling the Licensed Material or by any of the Existing Copyright Registrations or by any of the Existing Trademark Registrations.
8.1.3 Licensor is not aware that any third parties in any way infringing the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.4 Licensor is not aware of any action, suit, proceeding or other claim pending or threatened against Licensor or any other person, firm or entity, involving or relating to the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. Licensor is not aware of any order, decree or judgment in effect that affects the Licensed Material and/or the ability of Licensor to perform its obligations hereunder.
8.1.5 Licensor is not aware that any aspect of any of the Licensed Material or job-person matching violates any federal or state laws, including equal employment opportunity laws. Licensor is not aware that the Licensed Material or the process of job-person matching included therein has had an adverse impact on any group protected by any equal employment opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C Section 2000e et. Seq. and any similar laws of any state. The Licensed Material and the process of job-person matching included therein have been validated in accordance with generally accepted professional practices for construct and criterion related validity. Licensor agrees that in the event of any challenge by any third party to the legality of the Licensed Material and/or the process of job-person matching, Licensor shall provide, at no cost to Licensee (a) evidence establishing that the Licensed Material and the process of job-person matching included therein do not have an adverse impact on any group protected by any equal employment opportunity laws for selection into positions involved in Licensee's Business; (b) evidence that the Licensed Material and the process of job-person matching have been validated in accordance with standard practices; and (c) expert witness testimony to support such evidence.
8.1.6 When used by Licensee (and any Permitted Sublicensee) in connection with the Business, the Licensed Material will perform the functions for which it has been designed. All assessments and job-person matching included within the Licensed Material have been tested by internal objective studies conducted by Licensor and the results of those tests demonstrate that the Licensed Material will perform the functions for which it has been designed and marketed. The parties acknowledge that the Licensed Material is designed and marketed to estimate individuals' effectiveness in specific job-related behavioral competencies.
8.1.7 Licensor is a limited liability company duly organized, organized and validly existing and in good standing under the laws of California, that the State execution and performance of California. All action required or appropriate in order for Licensor to execute, deliver and perform this the Agreement have been duly authorized and validly taken and Licensor is entitled to execute and deliver that this Agreement and perform its obligations hereunder. This Agreement constitutes will constitute a legal, valid and binding obligation of Licensor, enforceable against . Licensor in accordance with its terms further represents and all persons executing warrants that the execution and performance of this Agreement on behalf of Licensor are duly authorized and empowered to do so.
8.1.8 No consent, approval or notice is required to be obtained or given by Licensor from or to any person, firm or entity, governmental or nongovernmental, in order for Licensor to execute and deliver this Agreement and perform its obligations hereunder. This Agreement will not violate Licensor's Articles the terms of Organization or any other agreement contract or document arrangement to which Licensor is a party or by which it is bound, and will not violate any applicable law, statute, treaty or regulation.
(b) Licensor represents and warrants to Licensee that Licensor has the right to grant the licenses and rights granted herein and that, to Licensor's best knowledge, the System does not infringe any copyright, service ▇▇▇▇, trademark, patent, trade secret or other proprietary right of any third party and that no claim has been made or is pending against Licensor relative to the System alleging infringement or misappropriation of any intellectual property right.
(c) THE WARRANTIES OF LICENSOR CONTAINED IN THIS PARAGRAPH 10.2 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSOR DOES NOT GUARANTY THE COMPLETENESS OR ACCURACY OF THE SYSTEM OR ANY INFORMATION OR OTHER RESULTS GENERATED BY THE SYSTEM.
(d) Licensor shall defend any action brought against Licensee to the extent such action is based on a claim that the use of the System directly infringes any service ▇▇▇▇, trademark, copyright or patent of a third party (an "Infringement Action"), and Licensor shall pay any and all costs, expenses and damages awarded against Licensee in any Infringement Action provided that (i) Licensor's obligation hereunder are expressly conditioned on prompt notification from Licensee of any threat or claim of any Infringement Action (and all claims relating thereto); (ii) Licensor shall have sole control of the defense and all negotiations, settlement or compromise of any Infringement Action, and Licensee shall compensate with Licensor in such defense, and (iii) Licensor shall not be obligated hereunder to the extent that any such Infringement Action is based on any modification or alteration made by Licensee to the System or any element or part thereof. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE FOR ANY INFRINGEMENT ACTION.
Appears in 1 contract
Representations and Warranties of Licensor. Each Licensor hereby ------------------------------------------ represents and warrants to Licensee thatthe following:
8.1.1 (a) All Licensed Patents existing as of the Effective Date are listed on Schedule l. All issued Licensed Patents are in full force and effect. The Licensed Patents that consist of patent applications as listed are being prosecuted in the respective patent offices in the Territory in accordance with applicable Law. All Licensed Patents, have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment.
(b) The Licensed IP includes all intellectual property rights owned or controlled by Licensor necessary, for the development (as permitted hereunder), manufacture and Commercialization of the Products.
(c) There are no claims that have been filed and served against Licensor or any Licensor Affiliate, judgments, or settlements against, or amounts with respect thereto, owed by Licensor or any Licensor Affiliate relating to the Regulatory Documentation, Licensed Patents, or the Licensed Technology. No claim or litigation has been filed and served against Licensor or any Licensor Affiliate or threatened in writing by any person alleging, and Licensor has no knowledge that the Licensed Patents are invalid or unenforceable. Neither Licensor nor any Licensor Affiliate has received any written notice from any third party claiming that the development, manufacture or Commercialization of the Products do or will, violate, infringe or misappropriate any intellectual property right of such third party. To Licensor’s knowledge, no person is infringing or threatening to infringe the Licensed Patents or misappropriating or threatening to misappropriate the Licensed Patents, any Licensed Technology or the Regulatory Documentation.
(d) Licensor is the sole and exclusive owner of the entire right, title and interest in the Licensed Material, the Existing Copyright Registrations Patents and the Existing Trademark RegistrationsLicensed Technology and free of any encumbrance, and, except as expressly set forth in this Agreement, has not sold, transferred, assigned or otherwise disposed of, directly or indirectly, by operation of law or otherwise, any of the Licensed Material, any of the Existing Copyright Registrationslien, or any claim of the Existing Trademark Registrations, or any interest therein, to any Person other than Licensee hereunder. To the best of Licensor's knowledge, no Person has made any claim or filed any protest or filed any action, suit or proceeding challenging Licensor's exclusive ownership rights and interests in and to the Licensed Material, the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.2 Licensor is not aware of any rights of third parties that would be infringed by manufacturing, using or selling the Licensed Material or by any of the Existing Copyright Registrations or by any of the Existing Trademark Registrations.
8.1.3 Licensor is not aware that any third parties in any way infringing the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.4 Licensor is not aware of any action, suit, proceeding or other claim pending or threatened against Licensor or any other person, firm or entity, involving or relating to the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. Licensor is not aware of any order, decree or judgment in effect that affects the Licensed Material and/or the ability of Licensor to perform its obligations hereunder.
8.1.5 Licensor is not aware that any aspect of any of the Licensed Material or job-person matching violates any federal or state laws, including equal employment opportunity laws. Licensor is not aware that the Licensed Material or the process of job-person matching included therein has had an adverse impact on any group protected by any equal employment opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C Section 2000e et. Seq. and any similar laws of any state. The Licensed Material and the process of job-person matching included therein have been validated in accordance with generally accepted professional practices for construct and criterion related validity. Licensor agrees that in the event of any challenge by any third party to the legality of the Licensed Material and/or the process of job-person matching, Licensor shall provide, at no cost to Licensee (a) evidence establishing that the Licensed Material and the process of job-person matching included therein do not have an adverse impact on any group protected by any equal employment opportunity laws for selection into positions involved in Licensee's Business; (b) evidence that the Licensed Material and the process of job-person matching have been validated in accordance with standard practices; and (c) expert witness testimony to support such evidence.
8.1.6 When used by Licensee (and any Permitted Sublicensee) in connection with the Business, the Licensed Material will perform the functions for which it has been designedparty. All assessments and job-person matching included within the Licensed Material have been tested by internal objective studies conducted by Licensor and the results of those tests demonstrate that the Licensed Material will perform the functions for which it has been designed and marketed. The parties acknowledge that the Licensed Material is designed and marketed to estimate individuals' effectiveness in specific job-related behavioral competencies.
8.1.7 Licensor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. All action required or appropriate in order for Licensor to execute, deliver and perform this Agreement have been duly and validly taken and Licensor is entitled to execute grant the licenses specified herein.
(e) Neither Licensor nor any of its Affiliates shall encumber or diminish, the rights granted to Licensee hereunder with respect to the Licensed IP.
(f) Licensor has used commercially reasonable efforts to keep the Licensor Technology confidential and deliver this Agreement and perform its obligations hereunderto Licensor’s knowledge, has only disclosed the Licensor Technology to third parties under terms of confidentiality. This Agreement constitutes a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms and all persons executing this Agreement on behalf To the knowledge of Licensor are duly authorized and empowered to do soits Affiliates no breach of such confidentiality has been committed by any third party.
8.1.8 No consent(g) The inventions claimed or covered by the Licensed Patents were not conceived, approval discovered, developed, or notice is required to be obtained or given by Licensor from or to otherwise made in connection with any person, firm or entity, governmental or nongovernmentalresearch activities funded, in order for Licensor to execute and deliver this Agreement and perform its obligations hereunder. This Agreement will not violate Licensor's Articles whole or in part, by the federal government of Organization the United States or any other agreement or document to which Licensor is a party or by which it is boundagency thereof.
Appears in 1 contract
Sources: License Agreement (Anteris Technologies Global Corp.)
Representations and Warranties of Licensor. Licensor hereby ------------------------------------------ represents and warrants to Licensee that:
8.1.1 Licensor is (with respect to the sole owner LMT Technology existing as of the Licensed Material, Effective Date when such representation or warranty refers to the Existing Copyright Registrations and LMT Technology):
(i) Except for the Existing Trademark Registrations, and, except as expressly agreements set forth in on Attachment A to this Agreement, true and complete copies of which have been delivered by Licensor to Licensee, each of Licensor and Crucible has not soldgood title to the LMT Technology which it purports to own and valid licenses and sublicenses to the portion of the LMT Technology which it purports to license and sublicense, transferredin each case, assigned free of all Liens. A “Lien” is any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, bailment, conditional sales or otherwise disposed oftitle retention agreement, directly or indirectly, by operation of law lien (statutory or otherwise), charge against or interest in property, in each case of any kind, to secure payment of a debt or performance of an obligation. Since the Original Effective Date, neither Licensee nor Crucible has entered into any agreement, contract or arrangement that has resulted or could result in the future in the transfer of all or any portion of the Licensed MaterialLMT Technology in the breach or termination of all or any portion the sublicense granted by Licensor to Licensee pursuant to the Original Sublicense Agreement, or the abandonment or revocation of Licensor’s or Crucible’s rights to all or any portion of the Existing Copyright RegistrationsLMT Technology, or in the breach or termination of all or any portion of the Existing Trademark Registrations, or any interest therein, to any Person other than Licensee hereunder. To the best of Licensor's knowledge, no Person has made any claim or filed any protest or filed any action, suit or proceeding challenging Licensor's exclusive ownership rights and interests in and to the Licensed Material, the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.2 Licensor is not aware of any rights of third parties that would be infringed sublicense granted by manufacturing, using or selling the Licensed Material or by any of the Existing Copyright Registrations or by any of the Existing Trademark Registrations.
8.1.3 Licensor is not aware that any third parties in any way infringing the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.4 Licensor is not aware of any action, suit, proceeding or other claim pending or threatened against Licensor or any other person, firm or entity, involving or relating to the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. Licensor is not aware of any order, decree or judgment in effect that affects the Licensed Material and/or the ability of Licensor to perform its obligations hereunder.
8.1.5 Licensor is not aware that any aspect of any of the Licensed Material or job-person matching violates any federal or state laws, including equal employment opportunity lawsLicensee pursuant to this Agreement. Licensor is not aware that the Licensed Material or the process of job-person matching included therein has had an adverse impact on any group protected by any equal employment opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C Section 2000e et. Seq. and any similar laws of any state. The Licensed Material and the process of job-person matching included therein have been validated in accordance with generally accepted professional practices for construct and criterion related validity. Licensor agrees that in the event of any challenge by any third party Attachment A to the legality of the Licensed Material and/or the process of job-person matching, Licensor shall provide, at no cost to Licensee (a) evidence establishing that the Licensed Material and the process of job-person matching included therein do not have an adverse impact on any group protected by any equal employment opportunity laws for selection into positions involved in Licensee's Business; (b) evidence that the Licensed Material and the process of job-person matching have been validated in accordance with standard practices; and (c) expert witness testimony to support such evidence.
8.1.6 When used by Licensee (and any Permitted Sublicensee) in connection with the Business, the Licensed Material will perform the functions for which it has been designed. All assessments and job-person matching included within the Licensed Material have been tested by internal objective studies conducted by Licensor and the results of those tests demonstrate that the Licensed Material will perform the functions for which it has been designed and marketed. The parties acknowledge that the Licensed Material is designed and marketed to estimate individuals' effectiveness in specific job-related behavioral competencies.
8.1.7 Licensor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. All action required or appropriate in order for Licensor to execute, deliver and perform this Agreement have been duly sets forth a true and validly taken and Licensor is entitled to execute and deliver this Agreement and perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation complete list of Licensor, enforceable against Licensor in accordance with its terms and all persons executing this Agreement on behalf of Licensor are duly authorized and empowered to do so.
8.1.8 No consent, approval agreements or notice is required to be obtained or given by Licensor from or to any person, firm or entity, governmental or nongovernmental, in order for Licensor to execute and deliver this Agreement and perform its obligations hereunder. This Agreement will not violate Licensor's Articles of Organization or any other agreement or document understandings to which Licensor or Crucible is a party or by which the LMT Technology is bound that grant exclusive license rights with respect to all or any portion of the LMT Technology. Since the Original Effective Date, neither Licensee nor Crucible has entered into any agreement, contract or arrangement that amends, terminates or otherwise modifies or waives any of terms and conditions of any of the agreements listed in Attachment A to the Original Sublicense Agreement, except for amendments specifically listed in Attachment A to this Agreement. For clarity, Licensor represents and warrants that the exclusive licenses granted by Licensor or Crucible as of the Original Effective Date have not changed except that by an amendment dated as of December 31, 2012 to the License Agreement dated August 5, 2011 with Innovative Materials Group, LLC (“IMG”), for valuable consideration, Licensor re-acquired from IMG the exclusive right to Eyewear Products that had been previously licensed to IMG. The Parties agree that Eyewear Products remain within the definition of Additional Excluded Fields. No other changes to the Additional Excluded Fields has been made since the Original Effective Date.
(ii) All licenses and sublicenses included in the LMT Technology permit the grant of the sublicense contemplated in this Agreement.
(iii) Neither Licensor nor Crucible is in breach of, nor is there any default under; (A) any license or sublicense included in the LMT Technology under which Licensor or Crucible is a licensee or sublicensee, including without limitation the LMT License, nor has any party to any such license or sublicense asserted any breach or default thereunder; or (B) any license or sublicense by Licensor or Crucible of the LMT Technology, including without limitation the LMT License, nor has any party to any such license or sublicense asserted any breach or default thereunder; (C) any agreement with Apple or any of its subsidiaries, nor has any party to any such agreement asserted any breach or default thereunder.
(iv) Licensor has delivered to Licensee a true and complete copy of each of the LMT License, the Apple Master Agreement and the Apple License Agreement (as defined in the Apple Master Agreement), including any amendments thereto. Each such agreement is valid, in full force and effect and enforceable in accordance with its terms against the parties thereto, and (A) Licensor and Crucible have fulfilled when due, or have taken all action necessary to enable it to fulfill when due, all of their obligations thereunder; (B) there has not occurred any default (without regard to lapse of time, the giving of notice, or any combination thereof) by Licensor or Crucible, nor, to the knowledge of Licensor or Crucible, has there occurred any default (without regard to lapse of time, the giving of notice, or any combination thereof) by any other party to either such agreement; and (C) neither Licensor nor Crucible, nor, to the knowledge of Licensor or Crucible, any other party to either such agreement, is boundin arrears in the performance or satisfaction of its obligations under either such agreement, and no waiver or indulgence has been granted by any of the parties thereto.
(v) Neither LMT nor Crucible, and to the knowledge of Licensor and Crucible, no third party, has specifically asserted Intellectual Property Rights covering the LMT Technology against any third party, in a licensing or other context, in a manner in which the third party (A) has been accused of infringing or misappropriating the LMT Technology; or (B) has standing to bring a declaratory judgment action.
(vi) To the knowledge of Licensor and Crucible, the LMT Technology has not been, and is not, the subject of any threatened, pending or past litigation, reexamination, reissue or interference proceeding, or other interested parties legal proceeding before any tribunal of competent jurisdiction.
(vii) There is no pending or, to the knowledge of Licensor or Crucible, any threatened claim that the use of the LMT Technology infringes any third party Intellectual Property Rights and, to the knowledge of Licensor or Crucible, there is no basis for any such claim.
(viii) There is no patent claim in the LMT Technology that has been found to be invalid or unenforceable, in whole or in part, for any reason, in any administrative, arbitration or judicial proceeding before a tribunal of competent jurisdiction, and neither Licensor nor Crucible has received notice from any third party threatening the filing of any such proceeding.
(ix) No litigation or other proceeding has been initiated or, to Licensor’s or Crucible’s knowledge, threatened against any of Licensor, Crucible, the LMT Technology, or this Agreement or the Confidentiality Agreement (such Agreements collectively, the “Transaction Documents”).
(x) The LMT Technology is not subject to any express or implied licensing obligations of a standards body or patent pool.
(xi) Neither Licensor nor Crucible has contributed computer code patented in the LMT Technology to an open source computer program or otherwise made any contributed computer code patented in the LMT Technology subject to the obligations of a copyright license for computer software that makes the source code available under terms that allow for modification and redistributing without having to pay the original author.
(xii) Subject to the rights of Apple and Licensor’s reasonable discretion, all patents and patent applications for the LMT Technology were, have been, and continued to be duly maintained in accordance with the requirements of the United States Patent and Trademark Office and any foreign patent offices as applicable, including but not limited to the payment of all maintenance fees, annuities and other payments owed.
(xiii) The LMT Technology includes, without limitation, all Intellectual Property Rights that are reasonably required in order for Licensee to develop, manufacture and use the “1.5 melt system” that has been developed for use in connection with certain machines used to manufacture products using or incorporating the LMT Technology, other than any such Intellectual Property Rights that (A) are owned by Licensee, or (B) are incorporated within component parts or subassemblies that are generally available from third party vendors in the open market on standard terms and conditions.
(xiv) Licensor has not entered into any agreement, contract or other arrangement with any customer or potential customer that precludes, restricts or inhibits such person or entity from dealing with Licensee on such terms as such person or entity and Licensee may choose to agree.
(xv) The only other licensees and sublicensees of the LMT Technology are those listed in Attachment A to this Agreement.
(xvi) As of the Effective Date, Licensor has made, to the best of its knowledge, a full and complete disclosure to Licensee of all Intellectual Property and Intellectual Property Rights within the LMT Technology.
(xvii) As of the Effective Date, Licensor is not a party to, and is not currently engaged and has not been engaged within the past six (6) months, in any discussions or negotiations with any third party with respect to: (a) a possible a sale of all or substantially all of Licensor’s stock, assets or business (regardless of the form which such a transaction might take), or (b) an exclusive manufacturing agreement, or (c) except as disclosed pursuant to Attachment A, an exclusive license of the LMT Technology within a particular industry. As of the Effective Date, except as disclosed pursuant to Attachment A, Licensor is not a party to any agreement providing for, and is not currently engaged in any discussions or negotiations with any third party with respect to, any license of the LMT Technology within a particular industry.
(xviii) Each of the foregoing representations and warranties has been true and correct at all times commencing as of the Original Effective Date and continuing through the Effective Date.
Appears in 1 contract
Sources: VPC Sublicense Agreement
Representations and Warranties of Licensor. Each Licensor hereby ------------------------------------------ represents and warrants to Licensee thatthe following:
8.1.1 (a) All Licensed Patents existing as of the Effective Date are listed on Schedule 1. All issued Licensed Patents are in full force and effect. The Licensed Patents that consist of patent applications as listed are being prosecuted in the respective patent offices in the Territory in accordance with applicable Law. All Licensed Patents, have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment.
(b) The Licensed IP includes all intellectual property rights owned or controlled by Licensor necessary, for the development (as permitted hereunder), manufacture and Commercialization of the Products.
(c) There are no claims that have been filed and served against Licensor or any Licensor Affiliate, judgments, or settlements against, or amounts with respect thereto, owed by Licensor or any Licensor Affiliate relating to the Regulatory Documentation, Licensed Patents, or the Licensed Technology. No claim or litigation has been filed and served against Licensor or any Licensor Affiliate or threatened in writing by any person alleging, and Licensor has no knowledge that the Licensed Patents are invalid or unenforceable. Neither Licensor nor any Licensor Affiliate has received any written notice from any third party claiming that the development, manufacture or Commercialization of the Products do or will, violate, infringe or misappropriate any intellectual property right of such third party. To Licensor’s knowledge, no person is infringing or threatening to infringe the Licensed Patents or misappropriating or threatening to misappropriate the Licensed Patents, any Licensed Technology or the Regulatory Documentation.
(d) Licensor is the sole and exclusive owner of the entire right, title and interest in the Licensed Material, the Existing Copyright Registrations Patents and the Existing Trademark RegistrationsLicensed Technology and free of any encumbrance, and, except as expressly set forth in this Agreement, has not sold, transferred, assigned or otherwise disposed of, directly or indirectly, by operation of law or otherwise, any of the Licensed Material, any of the Existing Copyright Registrationslien, or any claim of the Existing Trademark Registrations, or any interest therein, to any Person other than Licensee hereunder. To the best of Licensor's knowledge, no Person has made any claim or filed any protest or filed any action, suit or proceeding challenging Licensor's exclusive ownership rights and interests in and to the Licensed Material, the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.2 Licensor is not aware of any rights of third parties that would be infringed by manufacturing, using or selling the Licensed Material or by any of the Existing Copyright Registrations or by any of the Existing Trademark Registrations.
8.1.3 Licensor is not aware that any third parties in any way infringing the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.4 Licensor is not aware of any action, suit, proceeding or other claim pending or threatened against Licensor or any other person, firm or entity, involving or relating to the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. Licensor is not aware of any order, decree or judgment in effect that affects the Licensed Material and/or the ability of Licensor to perform its obligations hereunder.
8.1.5 Licensor is not aware that any aspect of any of the Licensed Material or job-person matching violates any federal or state laws, including equal employment opportunity laws. Licensor is not aware that the Licensed Material or the process of job-person matching included therein has had an adverse impact on any group protected by any equal employment opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C Section 2000e et. Seq. and any similar laws of any state. The Licensed Material and the process of job-person matching included therein have been validated in accordance with generally accepted professional practices for construct and criterion related validity. Licensor agrees that in the event of any challenge by any third party to the legality of the Licensed Material and/or the process of job-person matching, Licensor shall provide, at no cost to Licensee (a) evidence establishing that the Licensed Material and the process of job-person matching included therein do not have an adverse impact on any group protected by any equal employment opportunity laws for selection into positions involved in Licensee's Business; (b) evidence that the Licensed Material and the process of job-person matching have been validated in accordance with standard practices; and (c) expert witness testimony to support such evidence.
8.1.6 When used by Licensee (and any Permitted Sublicensee) in connection with the Business, the Licensed Material will perform the functions for which it has been designedparty. All assessments and job-person matching included within the Licensed Material have been tested by internal objective studies conducted by Licensor and the results of those tests demonstrate that the Licensed Material will perform the functions for which it has been designed and marketed. The parties acknowledge that the Licensed Material is designed and marketed to estimate individuals' effectiveness in specific job-related behavioral competencies.
8.1.7 Licensor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. All action required or appropriate in order for Licensor to execute, deliver and perform this Agreement have been duly and validly taken and Licensor is entitled to execute grant the licenses specified herein.
(e) Neither Licensor nor any of its Affiliates shall encumber or diminish, the rights granted to Licensee hereunder with respect to the Licensed IP.
(f) Licensor has used commercially reasonable efforts to keep the Licensor Technology confidential and deliver this Agreement and perform its obligations hereunderto Licensor’s knowledge, has only disclosed the Licensor Technology to third parties under terms of confidentiality. This Agreement constitutes a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms and all persons executing this Agreement on behalf To the knowledge of Licensor are duly authorized and empowered to do soits Affiliates no breach of such confidentiality has been committed by any third party.
8.1.8 No consent(g) The inventions claimed or covered by the Licensed Patents were not conceived, approval discovered, developed, or notice is required to be obtained or given by Licensor from or to otherwise made in connection with any person, firm or entity, governmental or nongovernmentalresearch activities funded, in order for Licensor to execute and deliver this Agreement and perform its obligations hereunder. This Agreement will not violate Licensor's Articles whole or in part, by the federal government of Organization the United States or any other agreement or document to which Licensor is a party or by which it is boundagency thereof.
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