Representations and Warranties of Licensor Clause Samples

Representations and Warranties of Licensor. Licensor hereby represents and warrants the following to License as of the date of this Agreement: (a) Licensor is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee. (b) Licensor has full corporate power and authority to 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 interest in and to the licensed Patents and other intellectual property, and Licensor has legal power, authority and right to grant the exclusive license under the Licensed Properties. (d) To Licensor's knowledge, there are no patents owned by others and 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. (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 to the best of Licensor's knowledge, no such actions, suits or claims have been threatened against Licensor or its Affiliates. (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 other person or organization presently has any effective assignment, option, license or 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 by Licensor to conduct its operations and business in the manner presently conducted.

Representations and Warranties of Licensor. Licensor represents and warrants to Licensee as follows:

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...

Representations and Warranties of Licensor. 3.1 In order to induce the Licensee to enter into this Agreement, the Licensor represents and warrants to the Licensee as follows: (a) the Licensor is a validly existing corporation, duly continued under the University Act of British Columbia with full corporate power, authority and legal right to carry on its business as it is now being conducted; (b) the Licensor has the capacity, power and authority to enter into and execute this Agreement, and to carry out the transactions contemplated in this Agreement in accordance with the terms and conditions contained herein and to observe and perform its obligation contained in this Agreement; (c) the execution of this Agreement has been duly authorized by the Licensor and this Agreement is binding on and enforceable against the Licensor; (d) neither the execution and delivery of this Agreement, nor the performance of the terms of this Agreement will conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under the corporate commitments of the Licensor or any instrument, agreement, judgment, order, award, decree, license, permit, or approval or other restriction to which the Licensor is a party or by which it is bound; (e) as of the Effective Date, to the best of Licensor’s knowledge the Licensor has disclosed to Licensee (i) all notices it has received that use of any of the Technology infringes any intellectual property rights of third parties, and (ii) all relevant prior art and patents of which it is aware which would likely be infringed by any device built in accordance with any claims in the patent applications listed in Schedule B.; (f) as of the Effective Date, the Licensor had not licensed Technology to any third party, nor any portion or such right and license, or any right to obtain such right or interest; (g) to the best of Licensor’s knowledge, all documents filed with the US Patent and Trademark Office, and equivalent foreign and international offices, are complete and correct, as required by the applicable law and regulation, and to the best of Licensor’s knowledge, all patent applications included in the Patent Rights, and any patents issuing therefrom, are and will be valid and enforceable; (h) to the best of its knowledge, the Licensor has acquired the entire right, title and interest in and to the Technology, together with all rights relating to the transferability thereof.

Representations and Warranties of Licensor. Licensor represents and warrants to Licensee as of the Effective Date:

Representations and Warranties of Licensor. Licensor represents and warrants to the Licensees: (a) Licensor (i) is a corporation duly organized, validly existing and in good standing under the laws of its incorporating jurisdiction, and (ii) has all requisite corporate power and authority to enter into this Agreement. (b) This Agreement is a valid and binding obligation of Licensor enforceable in accordance with its terms. (c) Licensor owns or otherwise has the right to permit the licensing of the Licensor Technology and the Selected Non-Ethanol Technology (as to the applicable Licensee) as contemplated under this Agreement and the exhibits hereto (including the intellectual property rights embodied therein), and the Licensor Technology and the Selected Non-Ethanol Technology (as to the applicable Licensee), and the use thereof as contemplated in this Agreement do not violate or infringe the intellectual property or proprietary rights of any third party; provided that each Licensee’s sole remedy for any breach of this Section 8.2(c) is infringement indemnification pursuant to Section 9.2. (d) As of the Effective Date, to Licensor’s actual knowledge: (i) there are no pending third party patent applications which, if issued, would cover any of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); (ii) there are no facts or circumstances which would adversely affect the commercial utility of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); and (iii) no claims or proceedings against Licensor relating to the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee) have been threatened against Licensor. There are no such claims or proceedings pending against Licensor.

Representations and Warranties of Licensor. Except as provided for or otherwise described in this Agreement, Licensor represents and warrants to Licensee as follows: 7.1.1 As of the Effective Date, Licensor is the owner of all Patent Rights and Technical Information licensed in this Agreement in existence as of the Effective Date. 7.1.2 As of the Effective Date, Licensor has all requisite power and authority to enter into and execute this Agreement, to grant the licenses provided herein and to perform its obligations hereunder. 7.1.3 This Agreement constitutes a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms. 7.1.4 Licensor has not entered into any agreement with third parties that would conflict with the terms and conditions herein. Neither the execution and delivery of this Agreement nor the performance by Licensor of any of its obligations hereunder will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of Licensor, as amended. 7.1.5 No royalties or fees have been paid by Licensor to other persons by reason of its ownership of the Patent Rights or Technical Information. 7.1.6 As of the Effective Date there is no pending or, to the actual knowledge of Licensor, threatened claim, litigation or rendered decision, judgment or holding against Licensor concerning: (i) any claims of ownership by Licensor to any of the Patent Rights or Technical Information; (ii) the validity, registrability or enforceability of any intellectual property rights of Licensor associated with any of the Patent Rights or Technical Information; (iii) the license of any Patent Rights or Technical Information to Licensee; or (iv) that the Commercial manufacture, use or sale of any Licensed Product violates the intellectual property rights of any other person. 7.1.7 The documentation relating to the Technical Information to be transferred and disclosed by Licensor to Licensee pursuant to this Agreement will constitute actual Technical Information used by Licensee prior to the Effective Date.

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee as of the Amendment Date that: (i) The UKRF Licenses set forth in Exhibit 1.47 are the only UKRF Licenses, all of which are in full force and effect and have not been amended or modified without Licensee's written consent; Licensor has complied with all provisions of the UKRF Licenses; Licensor owes no royalty or other payment to UKRF or any affiliate of UKRF under the UKRF Licenses and there does not exist any event of default with respect to Licensor under any of the UKRF Licenses which, after notice or lapse of time or both, would constitute an event of default with respect to Licensor; (ii) Licensor has all rights and consents necessary to grant the rights and licenses granted to Licensee under this Agreement; (iii) Except for the Co-Owned Patents, and as described in Exhibit 16.2(iii), Licensor warrants that it owns the entire right, title, interest in and to the Licensed Patents and that the entire interest is not encumbered in any manner; (iv) Licensor has made written request of all patent counsel engaged by Licensor for all opinions of counsel, clearances, studies, licenses, and agreements relating to Licensed Products, and has provided Licensee with all information relating to Licensed Products received by Licensor as of the Amendment Date in response to such requests and further, has provided Licensor all other formal written opinions of counsel, licenses, and agreements relating to First Generation Exclusive Licensed Products; (v) The Persons who are listed on Exhibit 16.2(v) are all of the officers, employees, and consultants of Licensor as of the Amendment Date. Except as set forth in Exhibit 16.2(v), each of such Persons has signed a confidentiality and invention disclosure and assignment agreement (a) which requires such individual to observe confidentiality restrictions at least as strict as those between the Parties, and (b) which results in Licensor having unrestricted ownership of any intellectual property created by such individual during his or her employment or engagement by Licensor, including (without limitation) all intellectual property created or developed by such individual before the date of this Agreement during such employment or engagement; and (vi) Licensor has not received any written communication from a third party that a Licensed Product may or actually does infringe or otherwise violate any intellectual property right of such third party. Licensor's officers as of th...

Representations and Warranties of Licensor. As of the effective date of this Agreement, Licensor represents and warrants to Licensee as follows: