Licensee Warrants Sample Clauses

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 Xxxxxx. 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.
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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.
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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.
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Related to Licensee Warrants

  • Issue Warrants Issue warrants for Borrower’s capital stock.

  • Post-IPO Warrants The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.

  • The Warrants The Warrants shall have the terms and conditions and be in the form attached hereto as Exhibit B.

  • Rights, Warrants, Etc Pursuant to Instruction, the Custodian shall (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to any agent of such issuer or trustee, for purposes of exercising such rights or selling such securities, and (b) deposit securities in response to any invitation for the tender thereof.

  • Purchase Warrants The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock (which is equal to an aggregate of 4% of the Firm Shares sold in the Offering), for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the public offering price of each Firm Share. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

  • Exercise of Purchase Warrants Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • No Rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates No Warrant Certificate or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Securities, including, without limitation, the right to receive the payment of dividends or distributions, if any, on the Warrant Securities or to exercise any voting rights, except to the extent expressly set forth in this Agreement or the applicable Warrant Certificate.

  • Private Warrants On the Closing Date and the Option Closing Date, as applicable, the Private Warrants have been purchased as provided for in the Subscription Agreements and the purchase price for such securities shall be deposited into the Trust Account.

  • Lost Warrants The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant, the Company, at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

  • Insider Warrants On the Closing Date, the Insider Purchasers shall have purchased the Insider Warrants and the purchase price for such Insider Warrants shall be deposited into the Trust Fund.

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