Common use of Representations and Warranties of Licensor Clause in Contracts

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. 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 HBT 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 HBT 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 HBT Technical Information; (ii) the validity, registrability or enforceability of any intellectual property rights of Licensor associated with any of the Patent Rights or HBT Technical Information; (iii) the license of any Patent Rights or HBT 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. 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 HBT 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 HBT Technical Information.. TRW/RF Micro Devices License Agreement November 15, 1999 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 HBT Technical Information; (ii) the validity, registrability or enforceability of any intellectual property rights of Licensor associated with any of the Patent Rights or HBT Technical Information; (iii) the license of any Patent Rights or HBT 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. Except as provided for or otherwise described in this Agreement, Licensor hereby represents and warrants to Licensee as of the Effective Date as follows: 7.1.1 As of 12.2.1 It has the Effective Dateright under the Licensed Technology to grant to Licensee the licenses set forth in this Agreement, Licensor and it has not granted any license or other right under the Licensed Technology that is inconsistent with the owner of licenses granted to Licensee hereunder. 12.2.2 Schedule 1.109 (Licensed Patent Rights) lists all Licensed Patent Rights and Technical Information licensed in this Agreement in existence existing as of the Effective DateDate that are necessary (or, with respect to patent applications, would be necessary if such patent applications were to issue as patents) to Exploit the Licensed Products in the Territory in the Field, and Licensor owns or Controls all rights, title and interests in and to such Licensed Patent Rights. 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 12.2.3 There is no pending or, to the actual knowledge of Licensor’s Knowledge, threatened claimlitigation, litigation nor has Licensor received any written notice from any Third Party, asserting 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) alleging that the Commercial manufacture, use or sale Exploitation of any Licensed Product violates prior to the Effective Date infringed or misappropriated the intellectual property rights of any other personsuch Third Party. 7.1.7 The documentation 12.2.4 There are no pending or, to Licensor’s Knowledge, threatened, adverse actions, suits, or proceedings against Licensor or any of its Affiliates involving the Licensed Technology (including to invalidate Licensed Patent Rights). 12.2.5 Except as disclosed in Licensor’s public filings with the U.S. Securities and Exchange Commission, there are no legal claims, judgments, or settlements against or owed by Licensor or any of its Affiliates, or pending or, to Licensor’s Knowledge, threatened, legal claims or litigation, in each case, 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 Dateantitrust law, anti-competition law, Anti-Money Laundering Law, or Anti-Corruption Law violations.