WARRANTIES BY THE LICENSOR Sample Clauses

The "Warranties by the Licensor" clause sets out specific assurances or guarantees that the licensor makes regarding the licensed material or intellectual property. Typically, this clause may confirm that the licensor has the legal right to grant the license, that the material does not infringe on third-party rights, or that it meets certain quality standards. By providing these warranties, the clause helps protect the licensee from legal risks and ensures that the licensee can use the licensed material with confidence.
WARRANTIES BY THE LICENSOR. It is further expressly understood and agreed by and between the parties hereto that this Agreement does not contain or embody, and shall not be construed to contain or embody any implied covenant, warranty or agreement on the part of the Licensor, and there are no verbal agreements whatever between the Licensor and Licensee, and no agreements nor covenants exist between them except those representations, warranties and agreements expressed in writing in this instrument.
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WARRANTIES BY THE LICENSOR. The Licensor warrants for the benefit of the Licensee that: (a) the Licensor has the Right and full power and authority to enter into this Agreement; (b) the Licensor shall refrain from entering a Contract which reasonably and foreseeably will interfere with the full and prompt performance of the Licensor of this Agreement; (c) the covenants and warranties of the Licensor contained in this Agreement shall not merge in nor be extinguished, but shall be and remain in full force and effect until satisfied or discharged in accordance with the terms of this Agreement; (d) the Intellectual Property Rights do not and will not when used in accordance with this Agreement, infringe the intellectual property rights of any person.
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WARRANTIES BY THE LICENSOR. During the Licence Term, the Licensor acknowledges, represents and warrants that: DRAFT (a) Licensor warrants and represents that it will use its reasonable efforts, skill, knowledge, and sound and professional principles and practices in accordance with normally accepted industry standards in the provision of the Service. If any failure to meet the foregoing warranty appears, Licensor will promptly correct such failure at Licensor's sole expense. (b) Licensor warrants and represents that it has the experience, capability, and resources to efficiently and expeditiously provide the Service in a professional and competent manner. If employees and/or subcontractors may be used in the provision of the Service as provided in this Agreement, Licensor warrants that it will, at all times, devote the necessary personnel and supervisors to provide the Service in such a manner. (c) Licensor warrants and represents that it owns or has acquired rights to all proprietary rights related to the Service and necessary to grant the intellectual property license rights set forth in this Agreement. (d) At its expense, Licensor will perform, or cause to have performed, at least once per calendar year, a security audit to confirm the data and physical security procedures in effect at Licensor's data center. Licensor will promptly provide to Company the results, including any findings and recommendations made by Licensor's auditors, of such audit.
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WARRANTIES BY THE LICENSOR. In relation to Patents in Licensed IP, the Licensor warrants to the Licensee that as of the Effective Date, to the best of its actual knowledge, the Licensor solely owns such Patents and the inventions disclosed and claimed therein both legally and beneficially, and the use of such inventions as claimed in such Patents does not infringe any patent or other intellectual property rights of any Third Party published as of the Effective Date. In relation to copyrights in Licensed IP, the Licensor warrants to the Licensee that as of the Effective Date, to the best of its actual knowledge, the Licensor solely owns the copyrighted work both legally and beneficially, and the copying, publication and distribution of the copyrighted work does not infringe the copyright of any Third Party in a work published as of the Effective Date. Licensor further warrants to Licensee: (i) the Licensed IP is not encumbered, mortgaged, or charged in any way, nor subject to any lien; (ii) there is no litigation pending in respect to the Licensed IP, and there is no claim or demand that has been received from any Third Party in relation to the Licensed IP; and (iii) no license or right in the Licensed IP has been granted that conflicts with right granted to Licensee in this Agreement.
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WARRANTIES BY THE LICENSOR. 12.1 The LICENSOR warrants and represents that: 12.1.1 it is free to grant the licence conferred by this agreement; 12.1.2 that it is the owner of the PATENT but does not warrant the validity and/or merchantability thereof to produce or market the PRODUCTS, nor that the PRODUCTS will obtain any regulatory approval that may be required, the LICENSOR hereby expressly excluding any other warranties, whether implied or by law.
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Related to WARRANTIES BY THE LICENSOR

  • Representations and Warranties by the Parties A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner’s property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. B. Each Partner that is not an individual represents and warrants to each other Partner that (i) its execution and delivery of this Agreement and all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action, including without limitation, that of its general partner(s), member(s), committee(s), trustee(s), beneficiaries, directors and/or stockholder(s), as the case may be, as required, (ii) the consummation of such transactions shall not result in a breach or violation of, or a default under, its certificate of limited partnership, partnership agreement, trust agreement, limited liability company operating agreement, charter or bylaws, as the case may be, any agreement by which such Partner or any of such Partner’s properties or any of its partners, members, beneficiaries, trustees or stockholders, as the case may be, is or are bound, or any statute, regulation, order or other law to which such Partner or any of its partners, members, trustees, beneficiaries or stockholders, as the case may be, is or are subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. C. Each Partner represents, warrants, and agrees that it has acquired and continues to hold its interest in the Partnership for its own account for investment only and not for the purpose of, or with a view toward, the resale or distribution of all or any part thereof, nor with a view toward selling or otherwise distributing such interest or any part thereof at any particular time or under any predetermined circumstances. Each Partner further represents and warrants that it is a sophisticated investor, able and accustomed to handling sophisticated financial matters for itself, particularly real estate investments, and that it has a sufficiently high net worth that it does not anticipate a need for the funds it has invested in the Partnership in what it understands to be a highly speculative and illiquid investment. Each Partner represents, warrants and agrees that such Partner is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). D. Each Partner acknowledges that (i) the Partnership Units (and any REIT Shares that might be exchanged therefor) have not been registered under the Securities Act and may not be transferred unless they are subsequently registered under the Securities Act or an exemption from such registration is available (it being understood that the Partnership has no intention of so registering the Partnership Units), (ii) a restrictive legend in the form set forth in Exhibit D shall be placed on the certificates representing the Partnership Units, and (iii) a notation shall be made in the appropriate records of the Partnership indicating that the Partnership Units are subject to restrictions on transfer. E. Each Limited Partner further represents, warrants, covenants and agrees as follows: (1) Except as provided in Exhibit E, at any time such Partner actually or Constructively Owns a 25% or greater capital interest or profits interest in the Partnership, it does not and will not, without the prior written consent of the General Partner, actually own or Constructively Own (a) with respect to any Tenant that is a corporation, any stock of such Tenant, and (b) with respect to any Tenant that is not a corporation, any interests in either the assets or net profits of such Tenant. (2) Except as provided in Exhibit F, at any time such Partner actually or Constructively Owns a 25% or greater capital interest or profits interest in the Partnership, it does not, and agrees that it will not without the prior written consent of the General Partner, actually own or Constructively Own, any stock in the General Partner, other than any REIT Shares or other shares of capital stock of the General Partner such Partner may acquire (a) as a result of an exchange of Tendered Units pursuant to Section 8.6 or (b) upon the exercise of options granted or delivery of REIT Shares pursuant to any Stock Plan, in each case subject to the ownership limitations set forth in the General Partner’s Charter. (3) Upon request of the General Partner, it will disclose to the General Partner the amount of REIT Shares or other shares of capital stock of the General Partner, or shares of capital stock or other interests in Tenants, that it actually owns or Constructively Owns. (4) It understands that if, for any reason, (a) the representations, warranties or agreements set forth in E(1) or (2) above are violated, or (b) the Partnership’s actual or Constructive Ownership of REIT Shares or other shares of capital stock of the General Partner violates the limitations set forth in the Charter, then (x) some or all of the Redemption rights of the Partners may become non-exercisable, and (y) some or all of the REIT Shares owned by the Partners may be automatically transferred to a trust for the benefit of a charitable beneficiary, as provided in the Charter. (5) Without the consent of the General Partner, which may be given or withheld in its sole discretion, no Partner shall take any action that would cause (i) the Partnership at any time to have more than 100 partners, including as partners (“flow through partners”) those persons indirectly owning an interest in the Partnership through a partnership, limited liability company, S corporation or grantor trust (such entity, a “flow through entity”), but only if substantially all of the value of such person’s interest in the flow through entity is attributable to the flow through entity’s interest (direct or indirect) in the Partnership; or (ii) the Partnership Interest initially issued to such Partner or its predecessors to be held by more than seven (7) partners, including as partners any flow through partners. F. The representations and warranties contained in this Section 3.4 shall survive the execution and delivery of this Agreement by each Partner and the dissolution and winding-up of the Partnership. G. Each Partner hereby acknowledges that no representations as to potential profit, cash flows, funds from operations or yield, if any, in respect of the Partnership or the General Partner have been made by any Partner or any employee or representative or Affiliate of any Partner, and that projections and any other information, including, without limitation, financial and descriptive information and documentation, which may have been in any manner submitted to such Partner shall not constitute any representation or warranty of any kind or nature, express or implied.

  • Breach of Representations and Warranties by the Company If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties by Each Party Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.

  • Representations and Warranties of Licensor Licensor hereby represents and warrants to Licensee that (i) Licensor has the power and authority to enter into and perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; (ii) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has not and will not enter into any agreement that would prevent it from performing or would violate any of obligations hereunder; (iii) Licensor is the author and creator of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnel.