Representations and Warranties of the Licensor. 9.1 The Licensor represents and warrants to the Licensee, with the intent that the Licensee will rely thereon in entering into this License Agreement and in concluding the transactions contemplated hereby, as follows:
(a) Licensor warrants that to the best of its knowledge the use of the IP Rights as intended through this License Agreement, does not infringe upon the rights of third parties;
(b) Licensor warrants that to the best of its knowledge the IP Rights is valid, maintained and enforceable towards third parties worldwide and that the IP Rights shall be properly maintained during the term of this License Agreement.
(c) the execution and delivery of this License Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of the Licensor, and this License Agreement constitutes a valid and binding obligation of the Licensor enforceable against the Licensor in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
(d) neither the execution and delivery of this License Agreement nor the performance of the Licensor’s obligations hereunder will:
(i) violate or constitute default under any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to the Licensor, the IP Rights, or any contract, agreement, instrument, covenant, mortgage, or security, to which the Licensor is a party or which are binding upon the Licensor,
(ii) to the knowledge of the Licensor, result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable by the Licensee under any sales tax legislation.
(iii) give rise to the creation or imposition of any encumbrance on the IP Rights,
(iv) violate or constitute default under any license, permit, approval, consent or authorization held by the Licensor, or
(v) violate or trigger any liability on behalf of the Licensee pursuant to any legislation governing the licensing of the IP Rights by the Licensor;
(e) the Licensor owns and possesses and has good and marketable title to the IP Rights free and clear of all encumbrances of every kind and nature whatsoever;
(f) no person other than the Licensee has any written or oral agreement or option or any right or privilege (whether ...
Representations and Warranties of the Licensor. To induce the LICENSEE to acquire the License rights, the LICENSOR hereby makes the following representations and warranties:
Representations and Warranties of the Licensor. The Licensor represents and warrants as follows:
Representations and Warranties of the Licensor. The Licensor represents and warrants to the Licensee that:
Representations and Warranties of the Licensor. The Licensor hereby represents and warrants to Issuer as of the Closing as follows:
a. The Licensor has the requisite power, capacity and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All action on the part of the Licensor necessary for the authorization, execution, delivery and performance of this Agreement has been taken.
b. This Agreement constitutes the valid and binding obligation of the Licensor, enforceable against the Licensor in accordance with its terms, except as may be limited by principles of equity or by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally.
c. Licensor is acquiring the shares of Issuer to be received by it, for investment, for its own account, and not with a view to the distribution of the Issuer shares. In such connection, Licensor further represents and warrants that it understands that Issuer is issuing the Issuer shares that it is designated to receive, to it in reliance upon an exemption from the registration requirements pursuant to Section 5 of the Securities Act (as hereinafter defined) and the rules and regulations thereunder. Licensor agrees that the Issuer Shares (other than those shares to be registered pursuant to this paragraph following such registration) may not be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of by it unless Issuer shall have been supplied with evidence reasonably satisfactory to it and its counsel that such transfer is not in violation of the Securities Act. Furthermore, Licensor understands that the certificates for the Issuer shares shall bear an appropriate restrictive legend to reflect the foregoing restrictions and that stop transfer instructions will be placed against the Issuer shares with respect thereto. Licensor consents to the placing of such legend on the certificates for the Issuer shares.
d. Licensor is capable of fulfilling the requirements of the Development Agreement.
Representations and Warranties of the Licensor. The Licensor hereby represents and warrants to Licensee as follows:
Representations and Warranties of the Licensor. 17.1 The Licensor represents and warrants to The Licensee that:
(A) The execution and delivery of this Agreement by The Licensor has been duly authorized. The person executing this Agreement on behalf of The Licensor has full and proper authorization to execute same, and this Agreement is the valid and binding agreement of The Licensor and is enforceable against The Licensor in accordance with its terms.
(B) The Licensor warrants that the Cool Can Patents and the Trademarks are genuine and valid, that it has sole title to them, and full right, authority and power to enter into this Agreement, and that it shall indemnify and save harmless the Licensee against any and all rights and contracts that may be held or claimed by others.
Representations and Warranties of the Licensor. The Licensor hereby represents and warrants to the Licensee as follows:
i. The Licensor is duly organized and validly existing limited liability company under the laws of the State of Delaware;
ii. The execution, delivery and performance of this Agreement and the transactions contemplated hereby (a) are within the authority of the Licensor, (b) have been duly authorized by all necessary proceedings, (c) do not conflict with or result in any breach or contravention of any provision of any law, statute, rule or regulation to which the Licensor is subject or any judgment, order, writ, injunction, license or permit applicable to the Licensor, and (d) do not conflict with any provision of the charter documents of, or any agreement or other instrument binding upon the Licensor;
iii. The execution and delivery of this Agreement will result in valid and legally binding obligations of the Licensor, enforceable against it in accordance with the terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefore may be brought;
iv. There are no actions, suits, proceedings or investigations of any kind pending or threatened against the Licensor with respect to the transactions contemplated by this Agreement before any court, tribunal or administrative agency or board that, if adversely determined, would have a materially adverse affect on the ability of the Licensor to perform its respective obligations under this Agreement or that question the validity of this Agreement, or any action taken or to be taken pursuant hereto; and
v. The Licensor is not in violation of any provision of its charter documents, or any agreement or instrument to which it may be subject or by which it or any of its properties may be bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that could materially and adversely affect the financial condition, properties or business of the Licensor.
Representations and Warranties of the Licensor. As of the date hereof and as of each Loan Funding Date, the Licensor warrants and represents to the Company and each Service Provider as follows:
Representations and Warranties of the Licensor. The Licensor represents and warrants that (i) it is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act; (ii) it is acquiring the Shares for investment for the Licensor’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, without prejudice, however, to Licensor’s right to at all times to sell or otherwise dispose of any or all of the Shares so issued in compliance with applicable federal and state securities laws and (iii) it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of such Shares.
