Common use of Representations of Assignee Clause in Contracts

Representations of Assignee. 5.1 Assignee represents and warrants to Assignor as follows: 5.1.1 Assignee is a corporation duly incorporated, validly existing, and in good standing under the laws of State of Delaware, and has the power, authority, and capacity to enter into this Agreement and to carry out its terms. 5.1.2 The execution and delivery of this Agreement and the License Agreement and the completion of the transactions contemplated hereby and thereby has been duly and validly authorized by all necessary corporate action on the part of Assignee, and this Agreement constitutes (and the License Agreement assuming due execution and delivery thereof by Assignor will constitute) a valid and binding obligation of the Assignee, enforceable against the Assignee in accordance with its terms. 5.1.3 Assignee, including its officers, employees and agents, makes no representations or warranties to Assignor that the Assigned Patents are or will be held valid or enforceable, or that the manufacture, importation, use, offer for sale, sale or other distribution of any Covered Products will not infringe any patent or other rights.

Representations of Assignee. 5.1 Assignee represents and warrants to Assignor as follows: 5.1.1 Assignee is a corporation duly incorporated, validly existing, and in good standing under the laws of State of Delaware, and has the power, authority, and capacity to enter into this Agreement and to carry out its terms. 5.1.2 The execution and delivery of this Agreement and the License Agreement and the completion of the transactions contemplated hereby and thereby has been duly and validly authorized by all necessary corporate action on the part of Assignee, and this Agreement constitutes (and the License Agreement assuming due execution and delivery thereof by Assignor will constitute) a valid and binding obligation of the Assignee, enforceable against the Assignee in accordance with its terms. 5.1.3 Assignee, including its officers, employees and agents, makes no representations or warranties to Assignor that the Assigned Patents are or will be held valid or enforceable, or that the manufacture, importation, use, offer for sale, sale or other distribution of any Covered Products products covered by the Assigned Patents will not infringe any patent or other rights.