Common use of Representations and Warranties by Licensor Clause in Contracts

Representations and Warranties by Licensor. Section 10.01 The Licensor, to its knowledge, represents, warrants and covenants that: (a) The Licensor is a limited liability company duly organized, validly existing, and in good standing under the law of the State of Delaware, and has full limited liability company power to conduct the business in which it is presently engaged and to enter into and perform its obligations under this License Agreement. (b) The Licensor has taken all necessary limited liability company action under the laws of the State of Delaware and its certificate of formation and its limited liability company agreement to authorize the execution and consummation of this License Agreement and, when executed and delivered, this License Agreement shall constitute a valid and legally binding agreement of the Licensor enforceable against the Licensor in accordance with the terms hereof, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors’ rights and by limitations on the availability of equitable remedies. (c) Neither the execution and delivery of this License Agreement nor the consummation of the transactions contemplated herein will violate any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any court, government or governmental agency or instrumentality, domestic or foreign, binding upon the Licensor, or conflict with or result in any breach of or event of termination under any of the terms of, or constitute a default under or result in the termination of or the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature pursuant to, the terms of any contract or agreement to which the Licensor is a party or by which the Licensor or any of its assets and properties are bound. (d) THE LICENSOR HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THOSE OF NON-INFRINGEMENT, VALIDITY, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.

Representations and Warranties by Licensor. Section 10.01 The Licensor, to its knowledge, represents, warrants and covenants that: (a) The Licensor is a limited liability company corporation duly organizedincorporated, validly existing, and in good standing under the law of the State of Delaware, and has full limited liability company corporate power to conduct the business in which it is presently engaged and to enter into and perform its obligations under this License Agreement. (b) The Licensor has taken all necessary limited liability company corporate action under the laws of the State of Delaware and its certificate of formation incorporation and its limited liability company agreement by-laws to authorize the execution and consummation of this License Agreement and, when executed and delivered, this License Agreement shall constitute a valid and legally binding agreement of the Licensor enforceable against the Licensor in accordance with the terms hereof, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors’ rights and by limitations on the availability of equitable remedies. (c) Neither the execution and delivery of this License Agreement nor the consummation of the transactions contemplated herein will violate any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any court, government or governmental agency or instrumentality, domestic or foreign, binding upon the Licensor, or conflict with or result in any breach of or event of termination under any of the terms of, or constitute a default under or result in the termination of or the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature pursuant to, the terms of any contract or agreement to which the Licensor is a party or by which the Licensor or any of its assets and properties are bound. (d) Section 10.02 THE LICENSEE ACKNOWLEDGES THAT THE LICENSED PATENTS, THE LICENSED PATENT APPLICATIONS AND THE TECHNICAL KNOW-HOW ARE BEING LICENSED “AS-IS,” WITH NO WARRANTIES WHATSOEVER. WITHOUT LIMITING ANY PROVISION CONTAINED IN THIS LICENSE AGREEMENT, THE LICENSOR HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THOSE OF NON-INFRINGEMENT, VALIDITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.

Representations and Warranties by Licensor. Section 10.01 The Licensor, to its knowledge, represents, warrants and covenants that: (a) The Licensor is a limited liability company corporation duly organizedincorporated, validly existing, and in good standing under the law of the State of Delaware, and has full limited liability company corporate power to conduct the business in which it is presently engaged and to enter into and perform its obligations under this License Agreement. (b) The Licensor has taken all necessary limited liability company corporate action under the laws of the State of Delaware and its certificate of formation incorporation and its limited liability company agreement by-laws to authorize the execution and consummation of this License Agreement and, when executed and delivered, this License Agreement shall constitute a valid and legally binding agreement of the Licensor enforceable against the Licensor in accordance with the terms hereof, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors’ rights and by limitations on the availability of equitable remedies. (c) Neither the execution and delivery of this License Agreement nor the consummation of the transactions contemplated herein will violate any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any court, government or governmental agency or instrumentality, domestic or foreign, binding upon the Licensor, or conflict with or result in any breach of or event of termination under any of the terms of, or constitute a default under or result in the termination of or the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature pursuant to, the terms of any contract or agreement to which the Licensor is a party or by which the Licensor or any of its assets and properties are bound. (d) Section 10.02 THE LICENSEE ACKNOWLEDGES THAT THE LICENSED PATENTS, THE LICENSED PATENT APPLICATIONS AND THE TECHNICAL KNOW-HOW ARE BEING LICENSED “AS-IS,” WITH NO WARRANTIES WHATSOEVER. WITHOUT LIMITING ANY PROVISION CONTAINED IN THIS LICENSE AGREEMENT, THE LICENSOR HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THOSE OF NON-INFRINGEMENT, VALIDITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. Article XI.

Representations and Warranties by Licensor. Section 10.01 The Licensor, to its knowledge, represents, warrants and covenants that: (a) The Licensor is a limited liability company corporation duly organizedincorporated, validly existing, and in good standing under the law of the State of DelawareMichigan, and has full limited liability company corporate power to conduct the business in which it is presently engaged and to enter into and perform its obligations under this License Agreement. (b) The Licensor has taken all necessary limited liability company corporate action under the laws of the State of Delaware Michigan and its certificate of formation incorporation and its limited liability company agreement bylaws to authorize the execution and consummation of this License Agreement and, when executed and delivered, this License Agreement shall constitute a valid and legally binding agreement of the Licensor enforceable against the Licensor in accordance with the terms hereof, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors’ rights and by limitations on the availability of equitable remedies. (c) Neither the execution and delivery of this License Agreement nor the consummation of the transactions contemplated herein will violate any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any court, government or governmental agency or instrumentality, domestic or foreign, binding upon the Licensor, or conflict with or result in any breach of or event of termination under any of the terms of, or constitute a default under or result in the termination of or the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature pursuant to, the terms of any contract or agreement to which the Licensor is a party or by which the Licensor or any of its assets and properties are bound. (d) THE LICENSOR HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THOSE OF NON-INFRINGEMENT, VALIDITY, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.