Licensee Warrants Clause Samples
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Licensee Warrants. A. The Licensee shall:
i. use reasonable efforts to ensure that all Authorized Users are aware of the importance of respecting the intellectual property rights in the Licensed Materials and of the terms and conditions of this License, and use reasonable efforts to notify Authorized Users of the terms and conditions of this License and take steps to protect the Licensed Materials from unauthorized use or other breach of this License.
ii. use reasonable efforts to monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform the Publisher and take all reasonable and appropriate steps, both to ensure that such activity ceases and to prevent any recurrence.
Licensee Warrants and represents to Licensor as follows:
a. Should the Licensee manufacture a licensed product the Licensee warrants that all products under license from the Licensor will be in accordance with Exhibit A, which may be modified from time to time by mutual written agreement.
b. Should the Licensee manufacture, the Licensee warrants that quality control standards and procedures are in place to assure the product performance to consistently meet the claims put forth for the products manufactured or marketed under this license when and if produced by ▇▇▇▇▇▇.
c. The claims made for the product will be as represented by Innova and the Licensee will not make other performance claims that are not authored or approved by Innova.
d. Licensee is a duly organized, validly existing entity, as such entity is described herein above, and is in good standing under the laws of the State of Illinois and Florida, and it has taken all requisite action for it to enter into this Agreement and to perform its obligations hereunder.
e. The Licensee will maintain a manufacturing environment suitable for the production of food grade products and be subject to random inspection by NSF, should manufacturing be undertaken.
Licensee Warrants. (a) it has obtained all the necessary approvals and has or will make all the required disclosures necessary to enter into this Agreement; (b) has disposed of all debt and liabilities as of the effective date of this Agreement ; (c) has no current, pending or threatened litigation; (c) is current and in full compliance with all reporting requirements and applicable securities laws; (d) is fully authorized and legally capable of raising equity capital through issuance of common shares in amounts sufficient to fulfill obligations herein including the Merger; (e) following the Effective Date of this Agreement licensee will retain a law firm and an accountant firm suitable to Licensor; and (f) that an election for new officers and directors will occur within 30 days of the Effective Date of this Agreement and such officers and/or directors will have the prior approval of the Licensor.