Licensee Representations and Warranties. Licensee represents and warrants as follows:
(a) Licensee owns and holds or will hold all licenses and other permits and authorizations necessary for the operation of the Station, and such licenses, permits and authorizations are and will be in full force and effect throughout the term of this Agreement. There is not now pending, or to Licensee's best knowledge, threatened, any action by the FCC or by any other party to revoke, cancel, suspend, refuse to renew or modify adversely any of such licenses, permits or authorizations. Licensee is not in material violation of any statute, ordinance, rule, regulation, policy, order or decree of any federal, state or local entity, court or authority having jurisdiction over it or the Station, which would have an adverse effect upon the Licensee, the Station or upon Licensee's ability to perform this Agreement. Licensee shall not take any action or omit to take any action which would have an adverse impact upon the Licensee, the Station or upon Licensee's ability to perform this Agreement. All reports and applications required to be filed with the FCC or any other governmental body have been, and during the course of the term of this Agreement or any renewal thereof, will be filed in a timely and complete manner. During the term of this Agreement and any renewal thereof, Licensee shall not dispose of, transfer, assign or pledge any of Licensee's assets and properties except with the prior written consent of the Programmer, if such action would adversely affect Licensee's performance hereunder or the business and operations of Licensee or the Station permitted hereby.
(b) Licensee shall pay, in a timely fashion, all of the expenses incurred in operating the Station including salaries and benefits of its employees, lease payments, utilities, taxes, programming expenses, etc., as set forth in Attachment II (except those for which a good faith dispute has been raised with the vendor or taxing authority), and shall provide Programmer with a certificate of such timely payment within thirty (30) days of the end of each month.
Licensee Representations and Warranties. LICENSEE represents and warrants to FHCRC that all corporate action of LICENSEE required to authorize and perform this Agreement and the transactions contemplated hereby has been taken; that this Agreement has been duly executed and delivered by LICENSEE and is a legal, valid and binding obligation of LICENSEE; that the execution, delivery and performance of this Agreement will not, with OR without the giving of notice or the lapse of time or both violate any judgment, order, writ, or decree of any court applicable to LICENSEE or result in the breach of or conflict with or constitute a default under any corporate charter, bylaw, commitment, contract or other agreement or instrument to which LICENSEE is a party; that LICENSEE is duly organized and validly existing under the laws of the State of Delaware and that it has obtained and will at all times during the Term hold and comply with all licenses, permits and authorizations necessary to LICENSEE's complete and timely performance of its obligations under this Agreement which are required under any applicable statutes, laws, ordinances, rules and regulations of the United States as well as those of all applicable foreign governmental bodies, agencies and subdivisions, having, asserting or claiming jurisdiction over LICENSEE or LICENSEE's performance of the terms of this Agreement. In particular, LICENSEE:
(a) will be responsible for obtaining all necessary United States Food and Drug Administration approvals and all approvals required by similar governmental bodies or agencies of all applicable foreign countries; and
(b) understands and acknowledges that the transfer of certain commodities and technical data is subject to United States laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations of the United States Department of Commerce. These laws and regulations, among other things, prohibit or require a license for the export of certain types of technical data to certain specified countries. LICENSEE hereby agrees and gives written assurance that it will comply with all United States laws and regulations controlling the export of commodities and technical data, that it will be solely responsible for any violation of such by LICENSEE or its AFFILIATES or sublicensees, * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. and that it will defend and hold...
Licensee Representations and Warranties. LICENSEE represents and warrants to LLS that:
(a) LICENSEE is validly existing in good standing in its state of incorporation or organization and has the power and authority to enter into this Agreement and to issue the LLS Equity as contemplated hereby;
(b) this Agreement is a valid and binding obligation of LICENSEE, enforceable in accordance with its terms, except as limited by laws relating to creditors’ rights and general principals of equity;
(c) issuance of the LLS Equity satisfies all of the requirements of Section 3.8 of the License, including with respect to the number of shares of capital stock of LICENSEE that LICENSEE is obligated to issue to LLS pursuant to Section 3.8 of the License;
(d) upon issuance pursuant to this Agreement, the LLS Equity will be free of any lien, charge or other encumbrance, and will be validly issued, fully-paid and non-assessable;
(e) issuance of the LLS Equity does not and will not violate (i) the charter or bylaws of LICENSEE (ii) any rights of preemption, first offer, first refusal, co-sale, registration, dividends or similar rights (collectively, “Equity Rights”), (iii) any agreement by which LICENSEE, its owners, property or assets are bound, or (iv) any Federal or applicable state securities law, rule or regulation; and
(f) LICENSEE has achieved (i) the Qualified Financing (as defined in the License) to the extent the LLS Equity is being issued pursuant to Section 3.8.1 of the License or (ii) the Change of Control (as defined in the License) to the extent the LLS Equity is being issued pursuant to Section 3.8.2 of the License.
Licensee Representations and Warranties. Licensee warrants and represents that as of the Effective Date, Licensee did not knowingly withhold any material information related to the Ipsen Patent Rights with regards to third party intellectual property rights.
Licensee Representations and Warranties. 3.1 The Licensee represents and warrants that:
a) the Licensee has the power, authority, and capacity to enter into this Agreement and other agreements and instruments to be executed by the Licensor as contemplated by this Agreement and to grant the rights intended to be granted to the Licensee under this Agreement and to perform the Licensor’s obligations under this Agreement;
b) the Licensee has the ability and authority to use and commercially exploit the Technology in the Territory;
c) the Licensee has the ability and authority to distribute, sell and market the Licensee’s Products in the Territory;
d) the execution of this Agreement is duly and validly authorized by all necessary authorities and all necessary approvals have been sought;
e) the execution of this Agreement is not inconsistent with, restricted by or in breach or violation of any other contract, instrument or obligation of the Licensee;
f) this Agreement constitutes a legal, valid and binding obligation of the Licensee enforceable against the Licensee;
g) the Licensee is not an insolvent person within the meaning of applicable bankruptcy, reorganization, insolvency or fraudulent conveyance law and will not become an insolvent person as a result of the transactions contemplated by this Agreement or any of the other agreements or instruments to be executed by the Licensee as contemplated by this Agreement; and
h) the Licensee shall not dispute or contest, directly or indirectly, the validity, ownership or enforceability of the Licensor’s right, title and interest in and to the Technology, and shall not take any other steps to the detriment of the validity of the Technology during the term of this Agreement.
Licensee Representations and Warranties. Licensee represents and warrants that: (a) Licensee has full corporate power (or personal if an individual and not an entity) and authority to execute and deliver this CBT Agreement, to consummate the transactions contemplated hereby, and that entering this CBT Agreement violates no contractual right of any third party; (b) this CBT Agreement has been duly and validly executed and
Licensee Representations and Warranties. Licensee represents and warrants to Licensor that Licensee has not, to a material extent, Exploited any product that would be licensed hereunder if any of the foregoing actions in this Section 10.5 had occurred during the term of this Agreement, and that any such actions are subject to the reporting and payment obligations in Article 3. Without limiting Licensor’s causes of action or remedies, Licensee covenants for itself and its Affiliates not to infringe, whether directly, by inducement, by contribution or otherwise, the Licensed Patents by exceeding the scope of the license rights granted to Licensee and its Affiliates pursuant to Article 2 hereunder.
Licensee Representations and Warranties. Genentech and Roche each hereby represent and warrant the following to Constellation:
i. other than approvals that may be required under the U.S. Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, it has obtained all necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by it in connection with this Agreement (as of the Signing Date) and the execution and delivery of this Agreement by such Party, the performance by such Party of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the board of directors (or other relevant body) and stockholders (or the equivalent) of such Party, and no other action on the part of such Party or its board of directors (or other relevant body) and stockholders (or the equivalent) is necessary to authorize the execution and delivery of this Agreement by such Party or the consummation by such Party of the transactions contemplated hereby, other than such actions which have been taken on or prior to the date hereof;
ii. as of the Signing Date, such Party has no knowledge of any Infringement by a Third Party of the Genentech Research IP, or of any claim by a Third Party of invalidity, unenforceability or non-infringement of a Patent within the Genentech Research IP;
Licensee Representations and Warranties. LICENSEE represents and warrants to GUESS that:
(a) LICENSEE is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware;
(b) the audited financial statements previously furnished to GUESS by LICENSEE are complete and correct in all material respects and represent accurately the financial position of LICENSEE at the time this Agreement is executed;
(c) no event has occurred that would have a material impact on the business, operations or condition (financial or otherwise) of LICENSEE;
(d) LICENSEE has the ability and capacity to perform its obligations hereunder or to cause such obligations to be performed; and
(e) any intellectual or industrial property materials (including without limitation, concepts, molds, designs, patterns, labels, bottles, packaging, containers, logos and promotional items) to be submitted by LICENSEE to GUESS for approval are original and do not infringe the rights of any other person, and are not confusingly similar to any other intellectual or industrial property. Upon request, LICENSEE shall provide GUESS with a written certification that all such representations and warranties remain true and accurate as of the date of such certification.
Licensee Representations and Warranties. Licensee hereby agrees, warrants and represents for the duration of the Term as follows:
