Representations and Warranties of Licensors. As an inducement to, and to obtain the reliance of LICENSEE, LICENSORS represents and warrants as follows:
Representations and Warranties of Licensors. (a) General Partnership hereby represents and warrants to Sublicensee as of the Execution Date that Sublicensor is the exclusive licensee under the Original Osmoprep Patent in the Field of Use to manufacture, have manufactured, use and sell the Product
(b) Each Licensor hereby represents and warrants to Sublicensee as of the Execution Date that, insofar as any agreements between Sublicensor and such Licensor are concerned, Sublicensor has the right to grant the sublicenses set forth in Section 2.1(a).
Representations and Warranties of Licensors. Licensors each hereby represents and warrants to Licensee that:
(a) Corporate Existence. IGI is duly organized, validly existing and in good standing under the laws of the State of New Jersey and has the corporate power to engage in the business now conducted by it; IGEN is duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to engage in the business now conducted by it; and EVSCO is duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to engage in the business now conducted by it.
Representations and Warranties of Licensors. The Licensor represents and warrants as follows:
Representations and Warranties of Licensors. Licensors represent and warrant to Fusion, as of the Effective Date, that:
a) except as set forth on Schedule 10.2 and other than the IPR2023-00551, Licensors nor any of its Affiliates has received any claim or demand asserted by any entity in writing that challenges the rights of Licensors to own or use any Licensed Patents;
b) all Licensed Patents have been filed and prosecuted in good faith in the patent offices in accordance with Applicable Laws and all applicable fees have been paid on or before the due date for payment, and all issued Licensed Patents are valid and enforceable;
c) except as set forth on Schedule 10.2 and other than the IPR2023-00551, there are no claims, judgments or settlements against or owed by Licensors or any of its Affiliates, nor any pending reissue, reexamination, interference, opposition or similar proceedings, with respect to the Licensed Patents and Licensors nor any Affiliates has received written notice as of the Effective Date of any threatened claims or litigation or any reissue, reexamination, interference, opposition or similar proceedings seeking to invalidate or otherwise challenge the Licensed Patents;
d) to the knowledge of Licensors, the use and exploitation of Licensed Patents in the as used by Licensors or contemplated by this Agreement does not infringe any Patent Rights or misappropriate or otherwise violate any Know-How of any Third Party;
e) except as set forth on Schedule 10.2 and other than the IPR2023-00551, there are no claims, judgments or settlements, and, to the knowledge of Licensors, no pending or threatened claims, including any claim of infringement of the Patent Rights or misappropriation of the Know-How of any Third Party, in each case, against Licensors or any of its Affiliates in connection with the use or possession of any Licensed Patents;
f) Licensors nor any of its Affiliates are aware of any infringement or misappropriation of any Licensed Patents by any Third Party;
g) Licensors are the sole and exclusive owner of all of the Licensed Patents free from liens, security interests, pledge, ownership interest of any Third Party or other encumbrances and is listed in the records of the appropriate governmental agencies as the sole and exclusive owner of record for each registration, grant and application included in the Licensed Patents;
h) all of its employees, officers, and consultants have executed agreements or have existing obligations under Applicable Laws requiring assignment to each ...
Representations and Warranties of Licensors. Licensors jointly and severally represent and warrant to Licensee as follows:
(a) Aspire is a Cayman Islands exempted company, has the power and authority to conduct its business, and has the full right, power and authority to grant all of the rights, title and interests to be granted pursuant to this Agreement.
(b) Shenzhen is a company organized and existing under the laws of China, has the power and authority to conduct its business, and has the full right, power and authority to grant all of the rights, title and interests to be granted pursuant to this Agreement.
(x) Xxx is a resident of the PRC and has the full right, power and authority to grant all of the rights, title and interests to be granted pursuant to this Agreement
(d) No Licensor is required to obtain the approval or consent or the filing of any petition or other documents of any kind and description with any government agency in order to execute this Agreement or perform any of its obligations under this Agreement. Neither the execution of this Agreement by Licensors nor the performance by any Licensor of its obligations under this Agreement violate the laws or regulations of the Cayman Islands, with respect to Aspire, or of China with respect to Shenzhen or Xxx.
(e) All actions necessary or required under any Licensor’s organizational documents and applicable laws to execute this Agreement and to perform their obligations under this Agreement have been taken, and this Agreement constitutes the valid and binding obligations of Licensors, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws from time to time in effect which affect the enforcement of creditors’ rights generally, and by legal and equitable limitations on the enforceability of specific remedies.
(f) Licensors have the sole, exclusive, valid and irrevocable title to the Licensed Intellectual Property Rights, subject to no Encumbrances. To the Knowledge of Licensors, the Patent Rights are valid and enforceable, and, to the Knowledge of Licensors, Licensors have not undertaken or omitted to undertake any acts, and no circumstances or grounds exist, that would invalidate, reduce or eliminate, in whole or in part, the enforceability or scope of the Patent Rights or other Intellectual Property Rights or Licensee’s entitlement to exploit such rights in the Territory. To the Knowledge of Licensors, the Licensed Intellectual Property Rights do ...
Representations and Warranties of Licensors. Licensors represent and warrant to Licensee that the statements contained in this ARTICLE III are true and correct as of the Effective Date.
Representations and Warranties of Licensors. Licensors represent and warrant to Licensee as of the date hereof and as of Closing, the following:
Representations and Warranties of Licensors
