Common use of LICENSOR REPRESENTS Clause in Contracts

LICENSOR REPRESENTS. and warrants to Licensee as follows and acknowledges that Licensee is relying upon such representations and warranties in connection with this agreement and option to purchase and that Licensee would not have entered into this agreement without such representations and warranties: a. Licensor maintains all rights, title, ownership and interest in the Proprietary Technology with good and marketable title, and there are no liens or encumbrances registered or pending to be registered against the information or technology. b. Licensor has the necessary authority to enter into and deliver this agreement on the terms and conditions set forth in this agreement and to do all such acts and things as may be necessary to give effect to the transactions contemplated herein. c. To the best of Licensor’s knowledge, the use or assignment of the Proprietary Technology does not infringe in any respect upon the technology or intellectual property rights of any other person or entity and no other person or entity has claimed or threatened to claim the right to use any proprietary information or technology or to deny the right of Licensor to use the same. d. The Licensor’s execution and delivery of this Agreement, the consummation of the transactions contemplated in this agreement, the performance of its obligations hereunder and its compliance with this agreement do not violate, contravene or breach, or constitute a default under any contract, agreement, or commitment to which Licensor is a party to or subject or by which Licensor is bound or affected. e. There are no legal actions, claims, demands, judgments, injunctions, or other pending proceedings affecting in any manner the Proprietary Technology.

LICENSOR REPRESENTS. and warrants to Licensee as follows and acknowledges that Licensee is relying upon such representations and warranties in connection with this agreement and option to purchase and that Licensee would not have entered into this agreement without such representations and warranties: a. Licensor maintains all rights, title, ownership and interest in the Proprietary Technology Licensed Assets with good and marketable title, and there are no liens or encumbrances registered or pending to be registered against the information or technologyLicensed Assets. b. Licensor has the necessary authority to enter into and deliver this agreement on the terms and conditions set forth in this agreement and to do all such acts and things as may be necessary to give effect to the transactions contemplated herein. c. To the best of Licensor’s knowledge, the use or assignment of the Proprietary Technology Licensed Assets does not infringe in any respect upon the technology or intellectual property rights of any other person or entity and no other person or entity has claimed or threatened to claim the right to use any proprietary information or technology Licensed Assets or to deny the right of Licensor to use the same. d. The Licensor’s execution and delivery of this Agreementagreement, the consummation of the transactions contemplated in this agreement, the performance of its obligations hereunder and its compliance with this agreement do not violate, contravene or breach, or constitute a default under any contract, agreement, or commitment to which Licensor is a party to or subject or by which Licensor is bound or affected. e. There are no legal actions, claims, demands, judgments, injunctions, or other pending proceedings affecting in any manner the Proprietary TechnologyLicensed Assets.