Common use of Of Licensor Clause in Contracts

Of Licensor. Licensor represents and warrants to Licensee as follows: 9.1.1 Licensor owns or has sufficient authority to convey the rights under the Licensor Rights free and clear of all Encumbrances, and the Licensor Rights are not subject to any exclusive licenses or other rights of use; 9.1.2 All necessary action has been taken by Licensor to approve the execution and consummation of this Agreement; 9.1.3 Licensor has all necessary power and authority to enter into and perform its obligations under this Agreement and has taken all necessary action in accordance with its organizational documents and has received any consents and approvals which are necessary to authorize the execution and consummation of this Agreement; 9.1.4 Neither the execution nor the delivery of this Agreement, nor the consummation of the transactions herein contemplated nor the fulfillment of or compliance with the terms and provisions hereof will (i) violate any Law, or (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the organizational documents of Licensor, or any agreement or instrument to which Licensor is a party or by which it is bound; 9.1.5 Licensor has the full right, power and authority to grant to Licensee the use of the Licensor Rights in accordance with the terms and provisions of this Agreement; 9.1.6 To the best of Licensor’s knowledge, the Licensor Rights do not infringe on or violate any right of any third party; 9.1.7 There is no action, suit, claim, proceeding or governmental investigation pending or, to the best of Licensor’s knowledge, threatened against Licensor with respect to the Licensor Rights; and 9.1.8 To the best of Licensor’s knowledge, the Licensed Patents are valid and enforceable within the Licensed Territory.

Of Licensor. Licensor represents and warrants to Licensee as follows: 9.1.1 Licensor owns or has sufficient authority to convey the rights under the Licensor Rights free and clear of all EncumbrancesEncumbrances and, and except as set forth herein, the Licensor Rights are not subject to any exclusive licenses or other rights of use; 9.1.2 All necessary action has been taken by Licensor to approve the execution and consummation of this Agreement; 9.1.3 Licensor has all necessary power and authority to enter into and perform its obligations under this Agreement and has taken all necessary action in accordance with its organizational documents and has received any consents and approvals which are necessary to authorize the execution and consummation of this Agreement; 9.1.4 Neither the execution nor the delivery of this Agreement, nor the consummation of the transactions herein contemplated nor the fulfillment of or compliance with the terms and provisions hereof will (i) violate any Law, or (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the organizational documents of Licensor, or any agreement or instrument to which Licensor is a party or by which it is bound; 9.1.5 Licensor has the full right, power and authority to grant to Licensee the use of the Licensor Rights in accordance with the terms and provisions of this Agreement; 9.1.6 To the best of Licensor’s knowledge, the Licensor Rights do not infringe on or violate any right of any third party; 9.1.7 There is no action, suit, claim, proceeding or governmental investigation pending or, to the best of Licensor’s knowledge, threatened against Licensor with respect to the Licensor Rights; and 9.1.8 To the best of Licensor’s knowledge, the Licensed Patents are valid and enforceable within the Licensed Territory.