Additional Licensee Representations, Warranties and Covenants Clause Samples
The "Additional Licensee Representations, Warranties and Covenants" clause sets out specific promises and assurances that the licensee must make to the licensor beyond the standard terms. These may include commitments regarding the licensee’s legal authority to enter the agreement, compliance with applicable laws, or obligations to maintain certain standards or practices while using the licensed material. By requiring these additional representations and covenants, the clause helps ensure that the licensee is qualified and trustworthy, thereby reducing the licensor’s risk and clarifying the licensee’s responsibilities under the agreement.
Additional Licensee Representations, Warranties and Covenants. Licensee represents, warrants and covenants to NCIT that Licensee owns or otherwise has and will have the necessary rights and consents in and relating to the Licensee Data so that, as received by NCIT and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any Law. Licensee acknowledges and agrees that the Services provided by NCIT under this Agreement are administrative and technological in nature and that NCIT is not providing investment advice, or otherwise acting in an investment advisory capacity, to Licensee or any Authorized User.
Additional Licensee Representations, Warranties and Covenants. Licensee represents, warrants and covenants to Licensor that Licensee owns or otherwise has and will have the necessary rights and consents in and relating to the Licensee Data so that, as received by Licensor and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any Law. Licensee acknowledges and agrees that the Services provided by Licensor under this Agreement are administrative and technological in nature and that Licensor is not providing investment advice, or otherwise acting in an investment advisory capacity, to Licensee or any Authorized User.
Additional Licensee Representations, Warranties and Covenants. Licensee makes the following further representations, warranties and covenants:
Additional Licensee Representations, Warranties and Covenants. Licensee represents, warrants and covenants to Exelixis that, as of the Effective Date, Licensee has not granted, and will not grant during the Term, any right to any Third Party under the Licensee Technology that would conflict with the rights granted to Exelixis hereunder. Licensee further represents, warrants and covenants to Exelixis that, as of the Effective Date, Licensee does not own or control any Licensee Patents.
Additional Licensee Representations, Warranties and Covenants. Licensee further represents, warrants and covenants to Licensor that:
Additional Licensee Representations, Warranties and Covenants. Licensee represents, warrants, and covenants to Ovid that, as of the Effective Date, Licensee has not granted, and will not grant during the Term, any right to any Third Party under the Licensee Technology that would conflict with the rights granted to Ovid hereunder. Licensee further represents, warrants, and covenants to Ovid that, as of the Effective Date, Licensee does not own or control any Licensee Patents. Licensee further represents, warrants, and covenants to Ovid that Licensee has the personnel, expertise, capacity, resources, equipment, and facilities necessary to implement the Technology Transfer Plan in accordance with the timelines specified therein so that such plan can be completed over a period of [***] following the date such technology transfer is commenced.
Additional Licensee Representations, Warranties and Covenants. Licensee hereby represents, warrants and covenants to Merck as follows:
(a) during the Term it will not use in any capacity, in connection with any services to be performed under this Agreement, any individual who has been debarred pursuant to the United States Food, Drug and Cosmetic Act;
(b) it has the capacity and resources to Develop Licensed Product and to Manufacture Licensed Compounds in accordance with the Development Plan.
Additional Licensee Representations, Warranties and Covenants. Licensee represents, warrants an d covenants to Licensor that Licensee owns or otherwise has and will have the necessary rights and cons ents in and relating to the Licensee Data so that, as received by Licensor and Processed in accordance w ith this Agreement, they do not and will not infringe, misappropriate or otherwise violate any Intellectual Pr operty Rights, or any privacy or other rights of any third party or violate any Law. Licensee acknowledges and agrees that the Services provided by Licensor under this Agreement are administrative and technolog ical in nature and that Licensor is not providing investment advice, or otherwise acting in an investment ad visory capacity, to Licensee or any Authorized User.
Additional Licensee Representations, Warranties and Covenants. Licensee represents, warrants and covenants to Licensor as follows:
10.3.1 It shall not, and it shall cause its officers, employees and subcontractors not to, make any untrue statement of material fact to any Regulatory Authority with respect to the Licensed Products, or knowingly fail to disclose a material fact required to be disclosed to any Regulatory Authority with respect to the Licensed Products.
10.3.2 It shall not employ any personnel, or knowingly use a contractor or consultant, debarred by the FDA (or subject to a similar sanction of a Regulatory Authority outside the United States), or who is subject of an FDA debarment investigation or proceeding (or similar proceeding of a Regulatory Authority outside the United States).
Additional Licensee Representations, Warranties and Covenants. Licensee represents, warrants, and covenants to Zett:
(a) that Licensee owns or otherwise has and will have the necessary rights and consents in and relating to the Licensee Data so that, as received by Zett and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable law.
(b) that Licensee acknowledges and understands that the Service contains automatically populated user input suggestions and that these suggestions shall not be relied upon by Licensee as accurate for any particular use.
(c) that Licensee acknowledges and understands that the Service is not a substitute for legitimate legal advice and that the Service does not interpret zoning laws.