Meros Representations Clause Samples

Meros Representations. Meros represents and warrants to Cardiol that: 13.1.1 the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Meros corporate action; and 13.1.2 this Agreement is a legal and valid obligation binding upon Meros and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Meros is a party of or by which it is bound; 13.1.3 Meros either owns or has full right, title and license to use and Develop the Meros Technology as contemplated in the Agreement and to sub-license the right to use and Develop the Meros Technology and to enter into this Agreement; ​ ​ 13.1.4 the Project Products licensed hereunder, including, but not limited to, the Meros IP related to Project Products, is sufficient to permit ▇▇▇▇▇▇▇ to enjoy the rights granted to it and fulfill its obligations hereunder; and 13.1.5 to the best of ▇▇▇▇▇’s knowledge, as of the Effective Date no claim has been filed by a Third Party alleging that any aspect of the Meros Technology or the manner in which it has been Developed by Meros through the Effective Date infringes or misappropriates the patents, trademarks, copyrights or other rights of Third Parties, and ▇▇▇▇▇ has no reason to believe that the filing of any such claim is imminent or, if made, would be valid.