Common use of REPRESENTATIONS, COVENANTS, WARRANTIES Clause in Contracts

REPRESENTATIONS, COVENANTS, WARRANTIES. 5.1 SACHX xxxresents and warrants to the best of his knowledge that he has complied with all applicable laws with respect to the Licensed Patents and the Technology. 5.2 SACHS represents and warrants that, except as is set forth on EXHIBIT D hereto, he has not previously entered into any material agreements or contracts of any kind with respect to or affecting the Licensed Patents or the Technology. 5.3 SACHS represents and warrants to the best of his knowledge, but without additional investigation or patent search, that each of the Licensed Patents which has not lapsed are valid and enforceable, and that the practice of the inventions set forth in the Licensed Patents do not conflict with, breach or infringe any patent, copyright, trade secret, or other intellectual property right of any third party, except for any conflicts which may exist with respect to the agreements and contracts set forth on Exhibit D hereto. 5.4 SACHS represents and warrants that he has disclosed or provided to EVERGREEN all material information, documents, memoranda, notes, correspondence and all other materials of any kind which are in his possession, or for which he controls access, or are known by him or should be known by him, relating to any claims or interests of any kind in and to the Licensed Patents and Technology (the "Materials"). EXHIBIT E summarizes the Materials. 5.5 SACHS represents and warrants to the best of his knowledge that there are no actions, proceedings, litigation or claim of any kind currently pending or threatened with respect to the Licensed Patents or the Technology, and no existing grounds for any such claims. 5.6 SACHS represents and warrants that he has full power and authority to undertake the obligations set forth in this Agreement, and that by entering into this Agreement and performing his obligations hereunder he will not violate or conflict with the terms or provisions of any other agreement to which he is a party or any other obligation by which he is bound.