Common use of Licensee Representations and Warranties Clause in Contracts

Licensee Representations and Warranties. 3.1 The Licensee represents and warrants that: a) the Licensee has the power, authority, and capacity to enter into this Agreement and other agreements and instruments to be executed by the Licensor as contemplated by this Agreement and to grant the rights intended to be granted to the Licensee under this Agreement and to perform the Licensor’s obligations under this Agreement; b) the Licensee has the ability and authority to use and commercially exploit the Technology in the Territory; c) the Licensee has the ability and authority to distribute, sell and market the Licensee’s Products in the Territory; d) the execution of this Agreement is duly and validly authorized by all necessary authorities and all necessary approvals have been sought; e) the execution of this Agreement is not inconsistent with, restricted by or in breach or violation of any other contract, instrument or obligation of the Licensee; f) this Agreement constitutes a legal, valid and binding obligation of the Licensee enforceable against the Licensee; g) the Licensee is not an insolvent person within the meaning of applicable bankruptcy, reorganization, insolvency or fraudulent conveyance law and will not become an insolvent person as a result of the transactions contemplated by this Agreement or any of the other agreements or instruments to be executed by the Licensee as contemplated by this Agreement; and h) the Licensee shall not dispute or contest, directly or indirectly, the validity, ownership or enforceability of the Licensor’s right, title and interest in and to the Technology, and shall not take any other steps to the detriment of the validity of the Technology during the term of this Agreement.

Licensee Representations and Warranties. 3.1 9.1 The Licensee represents and warrants that: a) the Licensee has the power, authority, and capacity to enter into this Agreement and other agreements and instruments to be executed by the Licensor as contemplated by this Agreement and to grant the rights intended to be granted to the Licensee under this Agreement and to perform the Licensor’s obligations under this Agreement; b) the Licensee has the ability and authority to use and commercially exploit the Technology in the Territory; c) the Licensee has the ability and authority to distribute, sell sell, sub-license and market the Licensee’s Licensees’ Products in the Territory; d) the execution of this Agreement is duly and validly authorized by all necessary authorities and all necessary approvals have been sought; e) the execution of this Agreement is not inconsistent with, restricted by or in breach or violation of any other contract, instrument or obligation of the Licensee; f) this Agreement constitutes a legal, valid and binding obligation of the Licensee Licensor enforceable against the Licensee; g) the Licensee is not an insolvent person within the meaning of applicable bankruptcy, reorganization, insolvency or fraudulent conveyance law and will not become an insolvent person as a result of the transactions contemplated by this Agreement or any of the other agreements or instruments to be executed by the Licensee as contemplated by this Agreement; and h) the Licensee shall not dispute or contest, directly or indirectly, the validity, ownership or enforceability of the Licensor’s right, title and interest in and to the Technology, and shall not take any other steps to the detriment of the validity of the Technology during the term of this Agreement.

Licensee Representations and Warranties. 3.1 The Licensee represents and warrants that: a) the Licensee has the power, authority, and capacity to enter into this Agreement and other agreements and instruments to be executed by the Licensor as contemplated by this Agreement and to grant the rights intended to be granted to the Licensee under this Agreement and to perform the Licensor’s obligations under this Agreement; b) the Licensee has the ability and authority to use and commercially exploit the Technology Trademarks in the Territory; c) the Licensee has the ability and authority to distribute, sell sell, sub-license and market the Licensee’s Licensees’ Products in the Territory; d) the execution of this Agreement is duly and validly authorized by all necessary authorities and all necessary approvals have been sought; e) the execution of this Agreement is not inconsistent with, restricted by or in breach or violation of any other contract, instrument or obligation of the Licensee; f) this Agreement constitutes a legal, valid and binding obligation of the Licensee Licensor enforceable against the Licensee; g) the Licensee is not an insolvent person within the meaning of applicable bankruptcy, reorganization, insolvency or fraudulent conveyance law and will not become an insolvent person as a result of the transactions contemplated by this Agreement or any of the other agreements or instruments to be executed by the Licensee as contemplated by this Agreement; and h) the Licensee shall not dispute or contest, directly or indirectly, the validity, ownership or enforceability of the Licensor’s right, title and interest in and to the TechnologyTrademarks, and shall not take any other steps to the detriment of the validity of the Technology Trademarks during the term of this Agreement.

Licensee Representations and Warranties. 3.1 12.1 The Licensee represents and warrants that: a) the Licensee has the power, authority, and capacity to enter into this Agreement and other agreements and instruments to be executed by the Licensor as contemplated by this Agreement and to grant the rights intended to be granted to the Licensee under this Agreement and to perform the Licensor’s obligations under this Agreement; b) the Licensee has the ability and authority to use and commercially exploit the Technology in the Territory; c) the Licensee has the ability and authority to distribute, sell sell, sub-license and market the Licensee’s Licensors’ Products in the Territory; d) the execution of this Agreement is duly and validly authorized by all necessary authorities and all necessary approvals have been sought; e) the execution of this Agreement is not inconsistent with, restricted by or in breach or violation of any other contract, instrument or obligation of the Licensee; f) this Agreement constitutes a legal, valid and binding obligation of the Licensee Licensor enforceable against the Licensee; g) the Licensee is not an insolvent person within the meaning of applicable bankruptcy, reorganization, insolvency or fraudulent conveyance law and will not become an insolvent person as a result of the transactions contemplated by this Agreement or any of the other agreements or instruments to be executed by the Licensee as contemplated by this Agreement; and h) the Licensee shall not dispute or contest, directly or indirectly, the validity, ownership or enforceability of the Licensor’s right, title and interest in and to the Technology, and shall not take any other steps to the detriment of the validity of the Technology during the term of this Agreement.

Licensee Representations and Warranties. 3.1 The Licensee represents and warrants that: a) the Licensee has the power, authority, and capacity to enter into this Agreement and other agreements and instruments to be executed by the Licensor as contemplated by this Agreement and to grant the rights intended to be granted to the Licensee under this Agreement and to perform the Licensor’s obligations under this Agreement; b) the Licensee has the ability and authority to use and commercially exploit the Technology in the Territory; c) the Licensee has the ability and authority to distribute, sell sell, sub-license and market the Licensee’s Licensees’ Products in the Territory; d) the execution of this Agreement is duly and validly authorized by all necessary authorities and all necessary approvals have been sought; e) the execution of this Agreement is not inconsistent with, restricted by or in breach or violation of any other contract, instrument or obligation of the Licensee; f) this Agreement constitutes a legal, valid and binding obligation of the Licensee Licensor enforceable against the Licensee; g) the Licensee is not an insolvent person within the meaning of applicable bankruptcy, reorganization, insolvency or fraudulent conveyance law and will not become an insolvent person as a result of the transactions contemplated by this Agreement or any of the other agreements or instruments to be executed by the Licensee as contemplated by this Agreement; and h) the Licensee shall not dispute or contest, directly or indirectly, the validity, ownership or enforceability of the Licensor’s right, title and interest in and to the Technology, and shall not take any other steps to the detriment of the validity of the Technology during the term of this Agreement.

Licensee Representations and Warranties. 3.1 12.1 The Licensee represents and warrants that: a) the Licensee has the power, authority, and capacity to enter into this Agreement and other agreements and instruments to be executed by the Licensor as contemplated by this Agreement and to grant the rights intended to be granted to the Licensee under this Agreement and to perform the Licensor’s 's obligations under this Agreement; b) the Licensee has the ability and authority to use and commercially exploit the Technology in the Territory; c) the Licensee has the ability and authority to distribute, sell sell, sub-license and market the Licensee’s Licensors' Products in the Territory; d) the execution of this Agreement is duly and validly authorized by all necessary authorities and all necessary approvals have been sought; e) the execution of this Agreement is not inconsistent with, restricted by or in breach or violation of any other contract, instrument or obligation of the Licensee; f) this Agreement constitutes a legal, valid and binding obligation of the Licensee Licensor enforceable against the Licensee; g) the Licensee is not an insolvent person within the meaning of applicable bankruptcy, reorganization, insolvency or fraudulent conveyance law and will not become an insolvent person as a result of the transactions contemplated by this Agreement or any of the other agreements or instruments to be executed by the Licensee as contemplated by this Agreement; and h) the Licensee shall not dispute or contest, directly or indirectly, the validity, ownership or enforceability of the Licensor’s 's right, title and interest in and to the Technology, and shall not take any other steps to the detriment of the validity of the Technology during the term of this Agreement.