Common use of Additional Seller Representations and Warranties Clause in Contracts

Additional Seller Representations and Warranties. Seller further, represents, warrants and covenants to Buyer that: (a) it is the sole owner of all right, title and interest in the Registrations; the Registrations are valid and in effect; and no Regulatory Authority has commenced or threatened to initiate any action to withdraw the Registrations, nor have the Seller received any notice to such effect and, to the knowledge of Seller, there are no grounds for such action; (b) it is the sole owner of all right, title and interest in the Assets (or exclusive licensee, in the case of the Dow Agreement), and that all right, title and interest in the acquired Assets shall transfer free of any lien, pledge or other encumbrance from Seller to Buyer on the Effective Date; (c) as of the Agreement Date, there are no pending claims or actions commenced against Seller in regard to the Assets; (d) it has and will provide(d) to Buyer all contracts relating to the Assets; and (e) it has rights to grant the rights granted, and contemplated to be granted, to Buyer under this Agreement, including, for clarity, Buyer’s right to use and exploit the Assets for all purposes and in all cases without violating any right of or breach of any obligation owed to any third party.