Licensee’s Representations and Warranties. Licensee represents and warrants to the Licensor as follows: (i) The execution and delivery of this Agreement and the performance by Licensee of the transactions contemplated hereby have been duly authorized by all necessary corporate actions. (ii) The performance by Licensee of any of the terms and conditions of this Agreement will not constitute a breach or violation of any other agreement or understanding, written or oral, to which it or its Affiliates is a party.
Appears in 4 contracts
Samples: License Agreement (Martek Biosciences Corp), License Agreement (Martek Biosciences Corp), License and Supply Agreement (Synutra International, Inc.)
Licensee’s Representations and Warranties. Licensee represents and warrants to the Licensor as follows:
that: (i) The execution it has the full legal authority, power, and delivery of right necessary to enter into this Agreement and perform the performance by Licensee of the transactions contemplated hereby have been duly authorized by all necessary corporate actions.
duties and obligations outlined herein and (ii) The performance by Licensee all reports and information (to be) provided to Licensor has been and will be accurate, true and complete, and (iii) the volumes of any Licensed Products listed in table 1 of Exhibit B comprise all Licensed Products Made and/or Sold prior to the terms and conditions of this Agreement will not constitute a breach or violation of any other agreement or understanding, written or oral, to which it or its Affiliates is a partyEffective Date.
Appears in 3 contracts
Samples: Patent Sublicense Agreement, Patent Sublicense Agreement, Patent Sublicense Agreement
Licensee’s Representations and Warranties. Licensee hereby represents and warrants to the Licensor as follows:
that (i) The execution the execution, delivery, and delivery performance of this Agreement and the performance by Licensee of the transactions contemplated hereby have has been duly authorized by all necessary corporate actions.
action on the part of Licensee and (ii) The the execution and performance by Licensee of any of the terms and conditions of this Agreement will does not constitute a breach violate or violation conflict in any material respect with the terms of any other agreement agreement, arrangement or understandingunderstanding by which Licensee is bound and no consent or approval is necessary on the part of Licensee for the execution, written or oral, to which it or its Affiliates is a partydelivery and performance of this Agreement.
Appears in 1 contract
Licensee’s Representations and Warranties. Licensee represents and warrants to the Licensor as follows:
that: (i) The execution it has the full legal authority, power, and delivery of right necessary to enter into this Agreement and perform the performance by Licensee of the transactions contemplated hereby have been duly authorized by all necessary corporate actions.
duties and obligations outlined herein and (ii) The performance by Licensee of any of the terms all reports and conditions of this Agreement information (to be) provided to Licensor has been and will not constitute a breach or violation of any other agreement or understandingbe accurate, written or oral, to which it or its Affiliates is a partytrue and complete.
Appears in 1 contract
Samples: Patent Sublicense Agreement
Licensee’s Representations and Warranties. Licensee hereby represents and warrants to the Licensor as followsthat:
(i) i. Licensee has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder.
ii. The execution person signing this Agreement on behalf of Licensee has been duly authorized and delivery empowered to execute this Agreement.
iii. Licensee’s entry into and performance of this Agreement does not and the performance will not violate any other agreements executed or entered into by or on behalf of Licensee of the transactions contemplated hereby have been duly authorized by all necessary corporate actions.
(ii) The performance by Licensee or otherwise violate any rights of any of the terms and conditions of this Agreement will not constitute a breach or violation of any other agreement or understanding, written or oral, to which it or its Affiliates is a third party.
Appears in 1 contract
Licensee’s Representations and Warranties. Licensee represents and warrants to the Licensor as follows:
: (i) The execution and delivery of this Agreement and the performance by Licensee of the transactions contemplated hereby have been duly authorized by all necessary corporate actions.
(ii) The performance by Licensee of any of the terms and conditions of this Agreement will not constitute a breach or violation of any other agreement or understanding, written or oral, to which it or its Affiliates is a party.
Appears in 1 contract