Licensee Representations, Warranties and Covenants. Licensee hereby represents, warrants and covenants to Licensor as follows:
(a) the execution, delivery and performance by Licensee of this Agreement and the consummation of the transactions contemplated hereby are within Licensee’s corporate powers and have been duly authorized by all necessary corporate action on the part of Licensee. This Agreement constitutes the legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms;
(b) Licensee will be at all times properly registered, licensed and qualified, and have all requisite power and authority under its organizational documents and in accordance with the Laws of the Territory to develop (including without limitation the conduct of clinical trials), promote, market, distribute, import, export and sell the Licensed Product in the Territory, and to conduct its business and perform its obligations hereunder and, during the Term, it shall take all action as may be required and necessary to obtain and keep current any governmental licenses, permits, registrations and approvals (including without limitation Regulatory Approvals) that are necessary or advisable for it to carry out its activities hereunder;
(c) the execution, delivery and performance of this Agreement by Licensee will not violate any Law or any order of any Governmental Authority;
(d) except for Regulatory Approvals and as may be required to permit the sale or importation of Licensed Product from time to time into the Territory during the Term, the execution, delivery or performance of this Agreement by Licensee will not require Licensee to obtain any permits, authorizations or consents from any Governmental Authority, and such execution, delivery and performance will not result in a material breach of or give rise to any termination of any agreement or contract to which Licensee is a Party;
(e) Licensee, its Affiliates, and its and their respective employees, agents, contractors and consultants have never been (i) debarred or (ii) convicted of a crime for which a person can be debarred, under Section 306(a) of the Generic Drug Enforcement Act of 1992 (Section 306 (a) or (b)) or similar Laws of any foreign jurisdiction. Licensee, its Affiliates, and its and their respective employees, agents, contractors and consultants have never been (i) threatened to be debarred or (ii) indicted for a crime or otherwise engaged in conduct for which a person can be debarred, under Section 306(a) or (b) of the Gener...
Licensee Representations, Warranties and Covenants. 11.1 Licensee represents and warrants:
(a) that this License constitutes a legal and binding obligation of the Licensee enforceable against the Licensee in accordance with its terms, except as may be limited by the laws of bankruptcy, the laws affecting the rights of creditors and the jurisdiction of any Court or the CRTC; and
(b) subject to the terms and covenants contained in this License, the Building, Pathways and Lands are accepted by the Licensee on an as is basis.
Licensee Representations, Warranties and Covenants. Licensee represents, warrants, and covenants to Licensor, as of the Effective Date, as follows:
Licensee Representations, Warranties and Covenants. (a) Licensee hereby represents and warrants to VIVUS as of the Effective Date that, except as disclosed by VIVUS in Schedules 9.2 and 9.3, to the actual knowledge of Gxxx Xxxx, Kxxxx Xxxxx and Kxxxx Xxxxxxxxx, there are no misrepresentations or breaches of any of VIVUS’ representations or warranties under this Agreement.
(b) Licensee hereby covenants not to sxx the VIVUS Indemnitees (as defined in Section 10.2 hereof), and shall defend, indemnify and hold harmless the VIVUS Indemnitees from and against any and all Losses incurred by the VIVUS Indemnitees, for any such VIVUS Indemnitees’ compliance with any Financing Entity’s notice of its exercise of rights and remedies under the Financing Documents in connection with any Financing Default (including during the pendency of any dispute between Licensee and the Financing Entity relating to or arising under the Financing Documents, provided that the Financing Entity provides written notice to VIVUS of such exercise of such rights and remedies).
Licensee Representations, Warranties and Covenants. As of the Effective Date and throughout the Term, subject to the terms of this Agreement, Licensee represents and warrants to, and covenants with, Licensor as follows:
(a) During the Term, Licensee (i) may produce, distribute, make, have made, sell or have sold the Licensed Products in the Territory that are included in Exhibit A; and (ii) shall not act or fail to act in any way that damages the valuable goodwill associated with the Licensor Intellectual Property;
(a) That in the exercise of its rights under this Agreement and the conduct of its business and affairs, it will comply with all material applicable laws, excepting federal laws relating to marijuana;
(b) That it has all licenses and permits required by the State of California and local government authorities to fulfill, satisfy and perform the obligations and responsibilities in this Agreement, including without limitation a marijuana manufacturing license pursuant to MAUCRSA;
(c) That it, its employees and agents, have and will continue to have the qualifications, knowledge, experience and skill to manufacture, promote, advertise, distribute, and sell the Licensed Products in the Territory and the Field of Use in a timely and professional manner and are bound by enforceable written agreements protecting the confidentiality of any Licensor Confidential Information;
(d) That it will not knowingly infringe the intellectual property of any third party during the performance of this Agreement; and
(e) That it will follow the Licensor’s brand manual at all times in connection with the marketing, storage, promotion or distribution of any Licensed Products.
Licensee Representations, Warranties and Covenants. Licensee represents, warrants and covenants that:
(i) Licensee shall not and shall not allow any third-party to (a) engage in any business that holds Licensor and/or any of Licensor’s rights under this Agreement in a negative light or is otherwise detrimental to Licensor’s name or brand or to the Licensed Intellectual Property; (b) use any Licensed Intellectual Property in a manner that is defamatory, obscene, unlawful, or that may be injurious to Licensor’s name or brand; (c) in any way or at any time contest or dispute Licensor’s rights in the Licensed Intellectual Property or (d) take any other action that impairs the rights of Licensor in and to the Licensed Marks, or that is reasonably likely to diminish, tarnish or dilute the validity, enforceability or reputation of the Licensed Marks or Licensor’s image or reputation;
(ii) To preserve the inherent value of the Licensed Intellectual Property, including, without limitation, each of the Licensed Marks, Licensee will use best efforts to ensure that Licensee maintains the high quality of the Business and the operation thereof and use of the Licensed Intellectual Property equal to the high standards prevailing with respect thereto by Licensee in its similar operations and activities. Licensee further agrees to use the Licensed Intellectual Property in accordance with the Guidelines and such quality standards as may be reasonably established by Licensor and communicated to Licensee from time to time in writing;
(iii) Notwithstanding anything to the contrary in this Agreement, Licensee shall only use the Licensed Intellectual Property in connection with the provision of products, services, or information primarily focused on the advancement of health and well-being and which are scientifically validated.
(iv) Licensee shall not, anywhere in the world, register any marks that are the same as, or that a reasonable person would find confusingly similar to, the Licensed Marks;
(v) Licensee will work collaboratively and in good faith with Licensor and IIN in the management and use of the Exclusively Licensed Intellectual Property for the benefit of all such parties, including by providing reasonable access to the Exclusively Licensed Intellectual Property to such parties for the purposes of offering or marketing such parties’ Chopra-branded products and services;
(vi) Licensee will develop and promote the sale of Products and Services through the exploitation of the Licensed Intellectual Property, pursuant to t...
Licensee Representations, Warranties and Covenants. Licensee represents and warrants that: (a) Licensee has not been unlawfully induced in any way by XXXX or its representatives to enter into this Agreement and (b) it is a duly organized and validly existing entity in good standing under the laws of its jurisdiction of organization, and has all necessary corporate or other appropriate power and authority to execute, deliver and perform its obligations hereunder. Licensee shall: (i) comply with all applicable international, national, or local laws and regulations in its performance under this Agreement, including export control laws; (ii) shall exercise commercially reasonable efforts to pursue the development, manufacture, and sale of Licensed Products throughout the Term; and (iii) shall continue to maintain throughout the Term and beyond insurance coverage as set forth in Section 14.
Licensee Representations, Warranties and Covenants. Licensee hereby represents, warrants and covenants to Licensor as follows:
(a) the execution, delivery and performance by Licensee of this Agreement and the consummation of the transactions contemplated hereby are within Licensee’s corporate powers and have been duly authorized by all necessary corporate action on the part of Licensee. This Agreement constitutes the legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms;
(b) Licensee will be at all times properly registered, licensed and qualified, and have all requisite power and authority under its organizational documents and in accordance with the Laws of the Territory to develop (including without limitation the conduct of clinical trials), promote, market, distribute, import, export and sell the Licensed Product in the Territory, and to conduct its business and perform its obligations hereunder and, during the Term, it shall take all action as may be required and necessary to obtain and keep current any governmental licenses, permits, registrations and approvals (including without limitation Regulatory Approvals) that are necessary or advisable for it to carry out its activities hereunder;
(c) the execution, delivery and performance of this Agreement by Licensee will not violate any Law or any order of any Governmental Authority;
Licensee Representations, Warranties and Covenants. Each Licensee hereby represents, warrants, and covenants to other Parties that:
(a) it is duly incorporated and validly existing and in good standing under the laws of the State of South Dakota;
(b) it is duly qualified and is properly licensed to do business, and is in good standing (i) in each jurisdiction in which the conduct of its business requires it to so qualify or be licensed, and (ii) with each Regulatory Authority having jurisdiction over it;
(c) it has and shall maintain all licenses, permits, approvals, and registrations from all applicable Regulatory Authorities which are required to perform its obligations hereunder;
(d) the execution and delivery of this Agreement by such Licensee and the performance of its obligations hereunder require no consent, approval, order or authorization of. or registration, declaration or filing with, or other action by, any governmental agency or authority, except for such consents, approvals, orders, authorizations, registrations, declarations or filings which such Licensee has made or obtained;
(e) the performance of its obligations hereunder do not and will not violate any other agreement to which it is a party;
Licensee Representations, Warranties and Covenants. Licensee represents, warrants, and covenants that:
(a) it has the full legal right to use all programs and materials it may use in connection with the Licensed Products and is not using, and shall not use, any software or hardware programs, materials or any other intellectual property in connection with the Licensed Products that will infringe upon any trademark, trade name, domain name, copyright, patent, trade secret or other proprietary right of any other person or entity.
(b) it shall, at all times during the Term, maintain the proper loss of inventory insurance to cover any lost profits resulting from any loss of Licensed Products in its inventory.
