Common use of REPRESENTATIONS AND WARRANTIES REGARDING LICENSES Clause in Contracts

REPRESENTATIONS AND WARRANTIES REGARDING LICENSES. With regard to each license granted under this Agreement, the Party granting such license (the "Granting Party") will be deemed to represent and warrant to the other Party, at the time any such license is granted, that, to the Granting Party's Actual Knowledge: (a) the Granting Party's grant of such license does not require the approval or consent of any person or entity, which has not already been obtained; (b) the Granting Party's grant of such license does not contravene any Applicable Law; (c) the Granting Party's grant of such license does not contravene the provisions of, nor constitutes a default under, the Granting Party's Certificate of Incorporation or bylaws or any indenture, mortgage, contract or other agreement or instrument to which the Granting Party is a signatory; (d) the Granting Party has the ability and right to grant the other Party such license; (e) except as previously identified in a written notice, the Granting Party has not received, nor been made aware of, any communications alleging that its practice of the licensed intellectual property rights has infringed or misappropriated (or that it, or the other Party, will infringe or misappropriate in carrying out such license) the intellectual property rights of any person or entity; (f) except as previously identified in a written notice, there have been no claims made against the Granting Party asserting the invalidity, abuse, misuse, or unenforceability of the licensed intellectual property rights; and (g) there are no outstanding encumbrances on, licenses under, or covenants-not-to-sue with respect to the licensed intellectual property rights, which, xn the case of licenses or covenants not-to-sue, would conflict with the rights granted herein.

REPRESENTATIONS AND WARRANTIES REGARDING LICENSES. With regard to each license granted under this Agreement, the Party granting such license (the "Granting Party") will be deemed to represent and warrant to the other Party, at the time any such license is granted, that, to the Granting Party's Actual Knowledge: (a) the Granting Party's grant of such license does not require the approval or consent of any person or entity, which has not already been obtained; (b) the Granting Party's grant of such license does not contravene any Applicable Law; (c) the Granting Party's grant of such license does not contravene the provisions of, nor constitutes a default under, the Granting Party's Certificate of Incorporation or bylaws or any indenture, mortgage, contract or other agreement or instrument to which the Granting Party is a signatory; (d) the Granting Party has the ability and right to grant the other Party such license; (e) except as previously identified in a written notice, the Granting Party has not received, nor been made aware of, any communications alleging that its practice of the licensed intellectual property rights has infringed or misappropriated (or that it, or the other Party, will infringe or misappropriate in carrying out such license) the intellectual property rights of any person or entity; (f) except as previously identified in a written notice, there have been no claims made against the Granting Party asserting the invalidity, abuse, misuse, or unenforceability of the licensed intellectual property rights; and (g) there are no outstanding encumbrances on, licenses under, or covenants-not-to-sue xxx with respect to the licensed intellectual property rights, which, xn in the case of licenses or covenants not-to-suexxx, would conflict with the rights granted herein.