Common use of Licensor Representations Clause in Contracts

Licensor Representations. Licensor represents, warrants and covenants to Licensee that: (a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate action; (b) this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound; (c) Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder; (d) the Licensed Patents have been properly filed and prosecuted as of the Effective Date; (e) Licensor is the sole owner of the Licensed Patents; (f) as of the Effective Date, Licensor has not licensed or transferred to any Person, including Licensor Affiliates, any rights under the Licensed Patents; and (g) Licensor is not aware of any Third Party patent, patent application or other intellectual property right that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in, or which constitutes, Licensed Patents, or (ii) by making, using, offering for sale, selling or importing Licensed Products.

Licensor Representations. Licensor represents, warrants and covenants to Licensee that: (a) 8.1.1. the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate action; (b) 8.1.2. this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound; (c) 8.1.3. Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder; (d) 8.1.4. the Licensed Patents have been properly filed and prosecuted as of the Effective Date; (e) 8.1.5. Licensor is the sole owner of the Licensed Patents; (f) 8.1.6. as of the Effective Date, Licensor has not licensed or transferred to any Person, including Licensor Affiliates, any rights under the Licensed Patents; and (g) 8.1.7. Licensor is not aware of any Third Party patent, patent application or other intellectual property right that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in, or which constitutes, Licensed Patents, or (ii) by making, using, offering for sale, selling or importing Licensed Products.

Licensor Representations. Licensor represents, represents and warrants and covenants to Licensee that: (a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate actionactions; (b) this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound; (c) Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunderhereunder without violating the rights of any Third Party; (d) the Licensed Patents Patent Rights have been properly filed and prosecuted as of the Effective Date; (e) and Licensor is the sole owner of the Licensed PatentsPatent Rights and Licensed Technology; (f) as of the Effective Date, Licensor has not licensed or transferred to any Person, including Licensor Affiliates, any rights under the Licensed Patents; and (ge) Licensor is not aware of any Third Party patent, patent application or other intellectual property right rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in, or which constitutes, Licensed PatentsTechnology, or (ii) by making, using, offering for sale, selling or importing Licensed Products.; (f) Licensor is not aware of any infringement or misappropriation by a Third Party of the Licensed Patent Rights or Licensed Technology;

Licensor Representations. Licensor represents, represents and warrants and covenants to Licensee that: (a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate action; (b) this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound; (c) Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunderhereunder without violating the rights of any Third Party; (d) To the best of Licensor’s knowledge, Licensed Patents Patent Rights have been properly filed and prosecuted as of the Effective Date; (e) and Licensor is the sole owner of the Licensed PatentsPatent Rights and Licensed Technology; (fe) as of the Effective DateWithout conducting an independent investigation, Licensor has not licensed or transferred to any Person, including Licensor Affiliates, any rights under the Licensed Patents; and (g) Licensor is not aware of any Third Party patent, patent application or other intellectual property right rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in, or which constitutes, Licensed PatentsTechnology, or (ii) by making, using, offering for sale, selling or importing Licensed Products.; (f) Except as set forth on Schedule 7.1(f) hereto, Licensor is not aware of any infringement or misappropriation by a Third Party of the Licensed Technology;

Licensor Representations. Licensor represents, warrants and covenants to Licensee that: (a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate action; (b) this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound; (c) Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder; (d) the Licensed Patents have been properly filed and prosecuted as of the Effective Date; (e) Licensor and its Affiliates is the sole owner of the entire right, title and interest in and to the Licensed Patents and no other party has any right, title or interest in and to the Licensed Patents; (f) as of the Effective Date, Licensor has not licensed or transferred to any Person, including Licensor Affiliates, Third Party any rights under the Licensed Patents; and; (g) Licensor is not aware of any Third Party patent, patent application or other intellectual property right that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in, or which constitutes, Licensed Patents, or (ii) by making, using, offering for sale, selling or importing Licensed Products; and (h) Licensor is not aware of any infringement or misappropriation by a Third Party of the Licensed Patents as of the Effective Date.