Representation by Licensor Sample Clauses

Representation by Licensor. LICENSOR represents that it has the right and authority to enter into this Agreement and that, to the best of its knowledge, neither the execution of this Agreement nor the performance of its obligations hereunder will constitute a breach of the terms and provisions of any other agreement to which LICENSOR is a party. LICENSOR represents that, to the best of its knowledge, it is an owner of the Licensed Technology and has the right to issue licenses to the same. LICENSOR has provided to the COMPANY copies of assignments whereby each inventor named in a Licensed Patent has assigned to LICENSOR all of such inventor’s interest in any inventions claimed in any such Licensed Patent. It is hereby acknowledged and expressly understood by COMPANY that GTRC and EMORY do not represent or warrant that COMPANY may practice the Licensed Technology hereunder without infringing one or more patents, which may be owned by GTRC. Furthermore, GTRC and EMORY do not warrant that the Licensed Patents licensed hereunder or Licensed Technology may be exploited by COMPANY or its Affiliates or Sublicensees without infringing other patents, which may be owned by GTRC. To the extent GTRC is able and GRTC and COMPANY can reach agreement, and upon COMPANY’s election, GTRC will grant COMPANY non-exclusive rights to additional technologies owned by GTRC under a completely separate agreement. LICENSOR does not warrant the validity of the Licensed Patents licensed hereunder and makes no representation whatsoever with regard to the scope of the Licensed Patents or that such Licensed Patents or Licensed Technology may be exploited by COMPANY or its Affiliates or Sublicensees without infringing other patents including those owned by GTRC.

Representation by Licensor. Licensor represents that it is the owner of the Software and all portions thereof.

Representation by Licensor. Licensor represents and warrants to Licensee that: (a) Licensor is a corporation duly organized and validly existing under the laws of’ Canada; (b) this Agreement constitutes a valid and legally binding agreement of Licensor, enforceable against Licensor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (c) Licensor has the power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement; (d) neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will violate any provision of the articles of organization, bylaws or other governing instruments or Licensor or any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any court or governmental agency or instrumentality, domestic or foreign, or conflict with or result in any breach of any of the terms of or constitute a default under or result in termination of or the creation or imposition of any mortgage, deed of trust, pledge, lien, security Interest or other charge or encumbrance of any nature pursuant to the terms of any contract or agreement, including the Previous License, to which Licensor is a party or by which Licensor or any of its assets is bound; (e) Licensor is the sole and exclusive owner or licensee of the BIONIK Intellectual Property; (f) Licensor has the power and authority to make the grant of rights to Licensee as provided in Section 2.1 of this Agreement with respect to all BIONTK Intellectual Property; (g) Licensor shall at all times comply with all material laws and regulations applicable to its activities under this Agreement; (h) there is no pending or, to Licensor’s knowledge, threatened claim, litigation or any other proceeding brought by a third party against Licensor claiming that the use of BIONIK Intellectual Property in the Territory, or the sale or offer for sale of Licensed Products in the Territory, constitutes or would constitute infringement of such third party’s Intellectual Property rights, and Licensor has no present knowledge of any third party Intellectual Property right that would reasonably be expected to give rise to any such claim, litigation or proceeding (i) (i) such Regulatory Approvals as have been granted with respect to Licensed Produ...