REPRESENTATION AND WARRANTIES OF LICENSEE Sample Clauses

REPRESENTATION AND WARRANTIES OF LICENSEE. Licensee represents and warrants to Licensor as follows: (a) is a good corporation duly organized, validly existing and in good standing under the laws of Delaware, 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. 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. 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. (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, including the effect of its pending bankruptcy proceeding or any lack of liquidity, 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 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. 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 
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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 Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • 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 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:

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

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