Representations by Licensee. Licensee shall not represent in any manner that it owns any right, title or interest in or to the Mark. Licensee acknowledges that its use of the Mark shall inxxx to the benefit of Licensor and shall not crxxxx in Licensee's favor any right, title or interest in or to the Mark.
Representations by Licensee. Licensee shall not represent in any manner that it owns any right, title or interest in or to the Xxxx. Licensee acknowledges that its use of the Xxxx shall inure to the benefit of Licensor and shall not create in Licensee's favor any right, title or interest in or to the Xxxx.
Representations by Licensee. Licensee represents and warrants that it has the right enter into and deliver this Agreement and undertake the duties provided for in this Agreement.
Representations by Licensee. Licensee represents and warrants that it will comply in all material respects, and will ensure that its Affiliates and Sublicensees comply in all material respects, with all local, state, federal and international laws and regulations relating to the development, manufacture, use, sale and importation of Licensed Products. Without limiting the foregoing, Licensee represents and warrants, on behalf of itself and its Affiliates and Sublicensees, that it shall comply with all United States laws and regulations controlling the export of certain commodities and technical data, including without limitation all Export Administration Regulations of the United States Department of Commerce. Among other things, these laws and regulations prohibit or require a license for the export of certain types of commodities and technical data to specified countries. Licensee hereby gives written assurance that it will comply with, and will cause its Affiliates to comply with (and will contractually obligate its Sublicensees to comply with), all United States export control laws and regulations, that it bears sole responsibility for any violation of such laws and regulations by itself or its Affiliates or Sublicensees, and that it will indemnify, defend, and hold Harvard harmless (in accordance with Section 9.1) for the consequences of any such violation.
Representations by Licensee. MGI represents that on the date hereof and throughout the Term MWC shall be a wholly-owned subsidiary of MGI 35 12.
Representations by Licensee. Licensee represents and warrants to Licensor that this Agreement constitutes the legal, valid and binding obligation of Licensee enforceable against Licensee in accordance with its terms. ARTICLE X – ADDITIONAL OBLIGATIONS OF LICENSOR 10.1
Representations by Licensee. Licensee represents and warrants that Licensee is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and qualified to do business in New York and that the execution and delivery of this Agreement and the performance thereunder will not conflict with or violate or constitute a breach or default under the Articles of Incorporation of Licensee and will not violate any law, rule or regulation applicable to Licensee. No consents need to be obtained from any government agency, regulatory agency, or financial entity not disclosed to Niagara Mohawk to allow Licensee to execute, deliver and perform this Agreement.
Representations by Licensee. 9.1 Licensee represents, warrants and covenants that: (i) Licensee is a corporation duly organized, validly existing and in good standing under the laws of Delaware; (ii) Licensee has full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and the execution and delivery of this Agreement by Licensee and the consummation of the transactions contemplated hereby have been duly authorized; (iii) this Agreement constitutes a valid and binding obligation of Licensee and no other act, approval or proceedings on the part of Licensee or any other person or entity is required to authorize the execution and delivery of this Agreement by Licensee or the consummation of the transactions contemplated hereby; (iv) this Agreement and the execution and delivery of this Agreement by Licensee do not, and the consummation of the transactions contemplated hereby will not, violate any provisions of or constitute a default (whether with notice or with the passage of time or both) or require any consent under (a) Licensee’s Articles of Incorporation or By-laws, (b) any law or regulation to which Licensee or any of its subsidiaries is subject, or (c) any provision of any indenture, mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Licensee or any of its subsidiaries is a party or by which Licensee or any of its subsidiaries or any of their respective assets or properties is bound; (v) all materials created or contributed by or on behalf of Licensee, including Licensed Products, Packaging and Advertising Materials, are and will be either (a) Licensee’s sole, exclusive and original work and all of Licensee’s personnel who worked on or contributed to the Licensed Products are employees of Licensee in the United States who were acting within the scope of their employment; or (b) works which Licensee controls, or which it has previously been granted the necessary assignment, licenses, consents, waivers and rights to enable Licensee to use the works in connection with the Licensed Products, Packaging and Advertising Materials as provided herein and to assign the works to Friday’s without imposing any obligation on Friday’s; (vi) all Licensed Products, Packaging and Advertising Materials shall at all times (a) conform with the standards for product quality, design, styling, packaging, labeling and sales promotion, as described in Section 4 and the Exhibits to this Agreement; (b) conform to th...
Representations by Licensee. 16.1. Licensee represents and warrants that: (a) It is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to enter into this Agreement, (b) it is duly authorized by all requisite action to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and that the same do not conflict or cause a default with respect to its obligations under any other agreement and (c) it has duly executed and delivered this Agreement.
Representations by Licensee. LICENSEE represents, warrants and covenants that, as of the Effective Date:
11.2.1 LICENSEE is a corporation, duly organized validly existing and in good standing under the laws of jurisdiction of its incorporation; and
11.2.2 The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of LICENSEE.
