REPRESENTATION AND WARRANTIES OF LICENSEE Sample Clauses

REPRESENTATION AND WARRANTIES OF LICENSEE. Licensee represents and warrants to the University as follows: (a) is a good corporation duly organized, validly existing and in good standing under the laws of Pennsylvania, and has all requisite corporate power and authority to execute, deliver and perform this Agreement; (b) This Agreement, when executed and delivered by Licensee, will be the legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms; and (c) The execution, delivery and performance of this Agreement by licensee does not conflict with, or constitute a breach or default under, (i) the charter documents of Licensee, (ii) any law, order, judgment or governmental rule or regulation applicable to Licensee, or (iii) any provision of any agreement, contract, commitment or instrument to which Licensee is a party; and the execution, delivery and performance of this Agreement by Licensee does not require the consent, approval or authorization of, or notice or declaration to or filing or registration with, any governmental or regulatory authority.
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REPRESENTATION AND WARRANTIES OF LICENSEE. Licensor represents and warrants that: (i) it has the requisite power and authority to execute and, deliver this Right-of-Access Agreement; (ii) the execution and, delivery and performance of this Right-of-Access Agreement have been duly authorized by all necessary corporate action on the part of Licensor; and (iii) this Right-of-Access Agreement has been duly and validly executed and delivered by Licensor and is a valid and legally binding agreement of Licensor.
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REPRESENTATION AND WARRANTIES OF LICENSEE. 7.1 Licensee represents and warrants that it has all necessary authority and power to enter into this Agreement. 7.2 Licensee represents and warrants that this Agreement has been duly authorized by all required action of the Licensee, has been duly executed and delivered by the Licensee and constitutes the valid and binding obligation of the Licensee in accordance with its terms. 7.3 EXCEPT FOR LICENSEE’S INDEMNIFICATION OBLIGATIONS HEREUNDER, LICENSEE SHALL NOT BE LIABLE TO TRAVELZOO FOR ANY CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES SUFFERED BY TRAVELZOO RESULTING FROM THE USE OF THE LICENSED MARKS, THE LICENSED SOFTWARE, THE LICENSED TRADE SECRETS, OR THE LICENSED WORKS, OR THE MARKETING, PROMOTING, ADVERTISING, OFFER FOR SALE, SALE, OR IMPORTATION OF THE LICENSED SERVICES OR THE LICENSED BUSINESS PROCESSES.
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REPRESENTATION AND WARRANTIES OF LICENSEE. (a) LICENSEE has the full right, power and authority to enter into this Agreement and perform in accordance with its terms. (b) LICENSEE has no knowledge of any existing or contingent impediment to its performing in accordance with the terms of this Agreement.
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REPRESENTATION AND WARRANTIES OF LICENSEE. A. Licensee hereby represents and warrants to AirTouch as follows: 1. That Licensee shall not use, replicate, copy, sell, or otherwise distribute the Licensed Patent except pursuant to the terms of this Agreement; provided, however, that nothing contained herein shall be construed or intended to prevent or limit Licensee from making or entering into any agreements with other persons, organizations, or entities with respect to activities and/or products that are like or similar to those that are the subject of or contemplated by this Agreement. 2. That it will not export any of the Licensed Patent, or any Product incorporating any subject matter as claimed in the Licensed Patent, without first obtaining all required U.S. Government export licenses. In that connection, Licensee represents that it is knowledgeable about U.S. Government export licensing requirements or that will become so prior to engaging, directly or indirectly, in any export transaction involving the Licensed Patent. 3. That unless expressly agreed otherwise, it specifically acknowledges that AirTouch is not obligated to provide support, education, maintenance, or the like to Licensee or problem-solving, support, maintenance, documentation or the like to Licensee's dealers, other resellers, or end users. Licensee further acknowledges that it is responsible for the supervision, management, and control of the distribution and use of Products incorporating the subject matter as claimed in the Licensed Patent. 4. That it has the full and exclusive right and power to enter into and perform according to the terms of this Agreement and that by entering into this Agreement, Licensee does not cause a breach of any other contract to which it is a party. 5. That if the Licensed Patent is used in any fashion, directly or indirectly, in connection with government contracting or subcontracting, including, without limitation, Licensee's performance of any government contracts or subcontracts, then Licensee shall ensure (by means of an appropriate term in the contract with such government entity) that: (i) the Licensed Patent shall not constitute deliverables under any government contract or subcontract, and (ii) no government entity shall acquire, under the terms of any government contract or subcontract, or any applicable government contracting laws, rules or regulations, any rights of any nature in the Licensed Patent.
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REPRESENTATION AND WARRANTIES OF LICENSEE. Licensee hereby represents and warrants to Licensor that (i) Licensee has the full right and power to enter into and perform the obligations according to the terms of this Agreement; and (ii) Licensee currently has no restrictions that would impair its ability to perform its obligations under the agreement.
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REPRESENTATION AND WARRANTIES OF LICENSEE. Licensee hereby represents and warrants the following: (a) Licensee is free to enter into this Agreement and perform all of the obligations required by Licensee hereunder. When executed by Licensee, this Agreement shall be valid and enforceable against Licensee, in accordance with its terms. (b) There are no actions, suits or claims pending against Licensee or any of its Affiliates, in any court or by or before any governmental body or agency preventing Licensee from entering into this Agreement or performing its obligations hereunder.
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REPRESENTATION AND WARRANTIES OF LICENSEE. Licensee represents and warrants that it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and acknowledges that it has the sole and exclusive responsibility for the supervision, management and control of its use of MERAD.
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REPRESENTATION AND WARRANTIES OF LICENSEE 
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Related to REPRESENTATION AND WARRANTIES OF LICENSEE

  • Representations and Warranties of Licensee Licensee hereby represents and warrants to Licensor as follows:

  • Representations and Warranties of Licensor Licensor hereby represents and warrants to Licensee as follows:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Xxxxx Xxxxx represents and ---------------------------------------- warrants to the Company that: (a) Xxxxx is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD. (b) Xxxxx is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Xxxxx, and this Agreement is a legal valid and binding obligation of Xxxxx, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 7 and 8 hereof may be unenforceable as against public policy). (d) Xxxxx and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Xxxxx shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and Xxxxx is a registered selling agent in the jurisdictions in which the Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Certificates. (e) The execution and delivery of this Agreement by Xxxxx, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate charter or bylaws of Xxxxx or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Xxxxx is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order. (f) Any funds received by Xxxxx to purchase Certificates will be handled in accordance with Rule 15c2-4 under the 0000 Xxx. (g) There is not now pending nor, to Xxxxx' knowledge, threatened against Xxxxx any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Xxxxx' activities as a broker-dealer.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of Developer Developer represents and warrants to the City as follows:

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