Licensee's Representations, Warranties and Covenants Sample Clauses
Licensee's Representations, Warranties and Covenants. Licensee makes the following further representations, warrants and covenants:
Licensee's Representations, Warranties and Covenants. Licensee represents, warrants and covenants to Licensor that in the performance of this Agreement, or the exercise of any rights obtained hereunder, Licensee will comply with and will cause its Sublicensees to comply with, all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect.
Licensee's Representations, Warranties and Covenants. Licensee represents, warrants, covenants, and agrees, as follows:
Licensee's Representations, Warranties and Covenants. Licensee represents, warrants, and covenants to Licensor and Trans-High that at all times during the Term:
(a) It has the full right, power and authority to enter into and to perform this
(b) It will provide, promote and market each Licensed Dispensary in conformity in all material respects with all applicable laws, consistent with industry practices, and in such a manner that will reflect positively on the business reputation of Licensor, on the Property and the associated goodwill;
(c) This Agreement constitutes a valid and legally binding obligation of the Licensee, enforceable against the Licensee in accordance with its terms;
(d) It and all others authorized by it to act on its behalf under this Agreement will comply at all times with all applicable laws;
(e) It will not knowingly harm the Property or bring the Property into disrepute;
(i) neither it nor any of its owners, directors, officers, members, partners, shareholders, affiliates or employees (each a “Licensee Party”) is named, either directly or by an alias, pseudonym or nickname, on the lists of “Specially Designated Nationals” or “Blocked Persons” maintained by the U S Treasury Department’s Office of Foreign Assets Control currently located at www.treas gov/offices/enforcement/ofac/, (ii) it will not, and it will cause each Licensee Party not to, take any action that would constitute a violation of any applicable laws against corrupt business practices, against money laundering and/or against facilitating or supporting persons or entities who conspire to commit acts of terror against any person or entity, including as prohibited by the US Patriot Act (currently located at xxx.xxxx.xxx/xxxxxx/xxxxxxxxx/xx0000.xxxxx.), US Executive Order 13244 (currently located at www.treasgov/offices/enforcement/ofac/sanctions/terrorism.html) or any similar laws, and (iii) it shall immediately notify Licensor in writing of the occurrence of any event or the development of any circumstance that might render any of the foregoing representations and warranties in this subsection (e) false, inaccurate or misleading; and
(g) No representation, warranty or other statement made by Licensee in connection with this Agreement, or in any report or other communication provided by Licensee to Licensor in contemplation of, pertaining to or otherwise in connection with this Agreement, contains any untrue statement or omits to state a material fact necessary to make any of them, in light of the circumstances in which it was...
Licensee's Representations, Warranties and Covenants. Licensee represents, warrants, and covenants to Licensor that:
i. Licensee is a validly existing business entity in good standing in the jurisdiction in which Licensee was formed and is authorized to do business in the Territory. Licensee has all necessary power and authority to perform its obligations and receive its benefits set forth in this Agreement. All necessary actions and approvals by Licensee’s owners and applicable governing body to authorize Licensee to enter into and perform this Agreement have been taken and given. This Agreement, when executed and delivered by Licensee, will constitute a valid and legally binding obligation of Licensee, enforceable against Licensee in accordance with its terms except as limited by (a) applicable bankruptcy or other similar laws and (b) equitable principles. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate or require any consent under any agreement, contract, instrument, license, permit, other governmental authorization, judgment, order, writ, or decree to which Licensee is a party or by which any of its assets are bound.
ii. Licensee shall be solely responsible in carrying out all of its rights and obligations under this Agreement, for compliance with all statutes, regulations and laws issued by government, local or other competent authorities applicable in the Territory (“Applicable Law”), including without limitation labeling requirements and conformity of the packaging of the Licensed Products with Applicable Law.
iii. All Licensed Products distributed, marketed, and/or sold by Licensee shall be of good and merchantable quality, free from defects, wholesome and fit for its intended purpose.
iv. Licensee shall obtain and maintain customary products liability insurance on commercially reasonable terms and shall on request produce evidence satisfactory to Licensor of the existence of such insurance. The insurance required by this Agreement is in addition to any insurance policy required to be maintained as a condition of Licensee’s state licensure. Licensor shall not be a named insured on the insurance policy required to be maintained as a condition of Licensee’s state licensure.
Licensee's Representations, Warranties and Covenants. Licensee makes to and for the benefit of Licensor the following representations, warranties and covenants:
Licensee's Representations, Warranties and Covenants. Licensee represents and warrants to Licensor that:
(a) It has the full right, power and authority to enter into this Agreement and perform its obligations hereunder;
(b) It is not currently in and has not filed for bankruptcy protection;
(c) It has adequate resources and personnel to distribute and promote the MOXG Products and Services within the Licensed Territory;
(d) It shall take all actions required by any local, national, state or regional agency, government or commission to exercise the rights licensed hereunder and to perform its obligations hereunder in compliance with applicable law. Licensee shall immediately provide Licensor with copies of any communication to or from any such agency, government or commission that relates to or affects this Agreement or the Trademarks in a material respect;
(e) No event has occurred that, at or prior to the date hereof, would have a material adverse impact on the business, operation or condition (financial or otherwise) of Licensee;
(f) It is duly organized, validly existing and in good standing under the laws of Nevada. It has all entity power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action and no other proceedings on the part of the Licensee are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
Licensee's Representations, Warranties and Covenants. The Licensee hereby represents, warrants and covenants to and with the Licensor that:
Licensee's Representations, Warranties and Covenants. Licensee incorporates herein the further representations, warranties and covenants as made by Licensee in the Option Agreement.
Licensee's Representations, Warranties and Covenants. Licensee represents, warrants and covenants to Programmer as follows: