Representations and Warranties by Licensee. Licensee represents and warrants to Licensor as of the Effective Date that:
8.2.1 Licensee has the right, power, and authority to enter into this Agreement and to grant the rights granted by it hereunder;
8.2.2 This Agreement when executed shall become the legal, valid, and binding obligation of it, enforceable against it, in accordance with its terms;
8.2.3 Licensee has the ability and the resources, including financial resources, necessary to carry out its obligations under this Agreement; and
8.2.4 There are no actions, suits, proceedings, or arbitrations pending or, to Licensee’s knowledge, threatened against Licensee that would impact activities under this Agreement.
Representations and Warranties by Licensee. Licensee represents and warrants to UFRF that:
3.1.1 Licensee is a duly organized and validly existing corporation under the laws of the State of Florida with adequate power and authority to conduct the business in which it is now engaged or currently proposed to be engaged, and Licensee is duly qualified to do business as a foreign corporation and is in good standing in such other states or jurisdictions as is necessary to enable it to carry on its business or own its properties.
3.1.2 There are no actions, suits, or proceedings pending or threatened against or affecting Licensee, its officers or directors in their capacity as such, its properties, or its patents in any court or before any governmental or administrative agency, which can have any material adverse effect on the business as now conducted or as currently proposed to be conducted, on the properties, the financial condition, or income of Licensee, or the transactions contemplated by this Equity Agreement or the License Agreements and Licensee is not in default under any order or judgment of any court or governmental or administrative agency.
3.1.3 Licensee is not a party to any agreement or instrument, or subject to any charter, bylaw, or other corporate restrictions materially adversely affecting its business and operations, present or prospective, or its property, assets, or condition, financial or otherwise.
3.1.4 Licensee is not in default or breach in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any bond, debenture, note, or other evidence of indebtedness or any contract or other agreement of Licensee. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
3.1.5 This Equity Agreement has been duly authorized, executed, and delivered on behalf of Licensee and constitutes the valid and binding agreement of Licensee, enforceable in accordance with its terms, and Licensee has full power and lawful authority to issue, sell, and repurchase the UFRF Shares on the terms and conditions herein set forth.
Representations and Warranties by Licensee. The Licensee, to its knowledge, represents, warrants and covenants that:
Representations and Warranties by Licensee. Corporate Authority. Licensee has the authority to enter into the Licensing Agreement. Regulatory Economic Authority. Licensee has the economic authority under 49 U.S.C. § 41101 or § 41301 required to provide commercial passenger and/or cargo air transportation services in the United States, or the equivalent economic authority in the Netherlands.
Representations and Warranties by Licensee. LICENSEE represents, warrants and covenants to LICENSOR:
Representations and Warranties by Licensee. The Licensee hereby represents and warrants to the Licensor as follows:
(a) the Licensee has been duly incorporated and is validly existing under the laws of Colorado;
(b) this Agreement constitutes a legal, valid and binding obligation of the Licensee and is enforceable against it in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles;
(c) the Licensee has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder;
(d) the Licensee and its personnel possess the necessary skills and experience to use, display, market, promote, distribute and sublicense the Software and that such activities will be undertaken in a professional manner, by qualified personnel, in accordance with all applicable industry standards, and in accordance with the terms of this Agreement.
Representations and Warranties by Licensee. Licensee represents and warrants it has the necessary skills, resources, experience, and ability to perform the activities contemplated hereunder in a professional, timely, and competent manner in accordance with the generally applicable industry standards and all applicable Laws, and that it will do so.
Representations and Warranties by Licensee. LICENSEE represents and warrants as of the Effective Date that: (a) LICENSEE has the full power and authority to enter into this Agreement and to perform its obligations hereunder; and (b) LICENSEE is not (and will not be) a party to any agreement or instrument which would be in conflict with its obligations to MSKCC under this Agreement. LICENSEE hereby covenants that it will not during the term of this Agreement enter into any agreement inconsistent with its obligations to MSKCC herein.
Representations and Warranties by Licensee. Licensee represents and warrants that:
(a) the execution, delivery and performance of this Agreement by Licensee (i) are within its corporate powers, and (ii) have been duly authorized by all necessary corporate action on Licensee’s part;
(b) the execution, delivery and performance of this Agreement by Licensee do not and will not contravene, conflict, constitute or result in a default under or breach of, and are not and will not be inconsistent with, any judgment, decree or order, or any term, condition or provision of any contract, agreement or other undertaking applicable to Licensee; and
(c) it shall not challenge the terms and conditions of the Settlement Agreement.
Representations and Warranties by Licensee. Licensee represents and warrants to Licensor as of the Effective Date that:
8.2.1 Licensee has the right, power, and authority to enter into this Agreement and to grant the rights granted by it hereunder;
8.2.2 This Agreement when executed shall become the legal, valid, and binding obligation of it, enforceable against it, in accordance with its terms;
8.2.3 Licensee has provided Licensor with an accurate summary pro forma balance sheet reflecting Licensee’s financial position immediately following the closing of the financing contemplated under the Stock Purchase Agreement and other related agreements among stockholders; and
8.2.4 There are no actions, suits, proceedings, or arbitrations pending or, to Licensee’s knowledge, threatened against Licensee that would impact Licensee’s activities under this Agreement.
