Common use of Representations, Warranties and Covenants of Licensee Clause in Contracts

Representations, Warranties and Covenants of Licensee. Licensee represents and warrants to and covenants with Licensor that: (a) Licensee is a corporation duly organized, validly existing and in corporate good standing under the laws of Tennessee; and (b) Licensee has the corporate and legal right, title, authority and power to enter into this Agreement; and (c) Licensee has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (d) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of Licensee, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (e) the performance of its obligations under this Agreement will not conflict with or result in a breach of any agreements, contracts or other arrangements to which it is a party; and (f) Licensee will not during the term of this Agreement enter into any agreements, contracts or other arrangements that would prevent Licensee from meeting its obligations or adversely impact Licensor's rights under this Agreement; and ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (g) Licensee will comply with all applicable laws, regulations and guidelines in connection with the activities conducted by Licensee pursuant to this Agreement, including but not limited to all applicable product safety, product testing, product labeling, package marking and product advertising laws and regulations and the regulations of the United States and any other relevant nation concerning any export or other transfer of technology, services or products.

Representations, Warranties and Covenants of Licensee. Licensee represents and warrants to and covenants with Licensor that: (a) Licensee is a corporation duly organized, validly existing and in corporate good standing under the laws of Tennessee; and (b) Licensee has the corporate and legal right, title, authority and power to enter into this Agreement; and (c) Licensee has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (d) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of Licensee, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (e) the performance of its obligations under this Agreement will not conflict with or result in a breach of any agreements, contracts or other arrangements to which it is a party; and (f) Licensee will not during the term of this Agreement enter into any agreements, contracts or other arrangements that would prevent Licensee from meeting its obligations or adversely impact Licensor's rights under this Agreement; and ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.and (g) Licensee will comply with all applicable laws, regulations and guidelines in connection with the activities conducted by Licensee performance of Licensee's obligations pursuant to this Agreement, including but not limited to all applicable product safety, product testing, product labeling, package marking and product advertising laws and regulations and the regulations of the United States and any other relevant nation concerning any export or other transfer of technology, services or products.