Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor represents and warrants to and covenants with Licensee that: (a) Licensor is a corporation duly organized, validly existing and in corporate good standing under the laws of the state of Washington; and (b) Licensor has the corporate and legal right, title, authority and power to enter into this Agreement; and (c) Licensor has taken all necessary action to authorize the execution, delivery and performance of this Agreement; (d) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of Licensor 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) Licensor will not after the Effective Date enter into any agreements, contracts or other arrangements that would prevent Licensor from meeting its obligations or conflict with Licensee's rights under this Agreement; and (g) Licensor will comply with all applicable laws, regulations and guidelines in connection with the performance of Licensor'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.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR. Licensor represents and warrants to and covenants with Licensee that: (a) Licensor is a corporation duly organized, validly existing and in corporate good standing under the laws of the state of Washington; and (b) Licensor has the corporate and legal right, title, authority and power to enter into this Agreement; and (c) Licensor 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 Licensor 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) Licensor will not after the Effective Date enter into any agreements, contracts or other arrangements that would prevent Licensor from meeting its obligations or conflict with Licensee's adversely impact LICENSEE'S rights under this Agreement; and (g) Licensor will comply with all applicable laws, regulations and guidelines in connection with the performance of Licensor'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.