Representations of Licensee a. Licensee will use the Software for the sole purpose of commercial preparation of financial statements, bookkeeping reports, payroll and preparing and filing federal and state Tax Returns and electronically filing Tax Returns. Any other use of the Software is EXPRESSLY PROHIBITED.
b. Licensee will comply with all federal, state and other regulations.
c. Licensee represents to Drake that the information provided to Drake by Licensee concerning the EFIN, firm name, owner name, Contact, phone number, address, and all other identifying information of Licensee is correct and accurate. Any changes to this information must be provided to Drake in writing within thirty (30) days of changing.
d. Licensee represents to Drake that it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement.
e. Licensee represents to Drake that it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization.
f. Licensee shall not upload or otherwise transmit any software or other technology that permits unauthorized access or disables, destroys, or otherwise xxxxx the Software or any property of Drake.
g. Licensee shall implement adequate safeguards to protect Taxpayer Data against unauthorized access. Licensee shall be responsible to secure usernames and passwords that allow access to Taxpayer Data.
h. Licensee agrees to comply with all system requirements as posted at xxxxx://xxx.xxxxxxxxxxxxx.xxx/pdf/ dassysreq2021.pdf
Representations of Licensee. Licensee represents and warrants to County as follows:
a. Licensee, and those individuals executing this License on behalf of Licensee, represent and warrant that they are familiar with Section 18-8-301, et seq. of the Colorado Revised Statutes (Bribery and Corrupt Influences) and Section 18-8-401, et seq. of the Colorado Revised Statutes (Abuse of Public Office) and that no violations of the provisions thereof are present.
b. Licensee, and those individuals executing this License on behalf of Licensee, represent and warrant that to the best of their knowledge no employee of Pitkin County has personal or beneficial interest whatsoever in this License or in the business to be conducted upon the Location by the Licensee.
Representations of Licensee. Licensee represents and warrants to --------------------------- Muzak that, on the date of this Agreement:
(a) If Licensee is a trust, corporation, or partnership, it is duly organized, in good standing, and qualified to do business in all jurisdictions included in the Territory; all controlling ownership interests in Licensee are directly and indirectly held by those persons and entities listed on the signature pages hereof, and no other persons or entities own any controlling interests in Licensee; and it has all necessary power and authority to execute, deliver, and perform this Agreement.
(b) There are no actions, suits, proceedings, or investigations in any court or before any governmental agency or instrumentality which affect or are reasonably likely to affect Licensee's ability to perform its obligations under this Agreement.
Representations of Licensee. THE LICENSEE WARRANTS AND REPRESENTS TO THE LICENSOR THAT IT HAS EXAMINED THE SUBJECT TECHNOLOGY AND ACCEPTS SUCH TECHNOLOGY AS-IS, THAT LICENSEE HAS DETERMINED THAT THE LICENSED TECHNOLOGY AS-IS MEETS ALL OF ITS REQUIREMENTS, THAT RECEIPT OF THE SUBJECT TECHNOLOGY FROM LICENSOR GIVES LICENSEE A HEAD-START AND OPPORTUNITY TO ADD A NEW PRODUCT TO ITS BUSINESS WHICH IS CONSIDERED OF SIGNIFICANT VALUE TO LICENSEE AT LEAST EQUAL TO THE ROYALTIES STATED HEREIN WHETHER OR NOT ANY ADDITIONAL PATENT EVER ISSUES THEREUPON OR ANY PATENT IS HELD NONINFRINGED, OR THE SUBJECT TECHNOLOGY IS OR BECOMES KNOWN TO OTHERS OR A PART OF THE PUBLIC DOMAIN. ACCORDINGLY, LICENSEE WARRANTS AND REPRESENTS TO LICENSOR THAT IT WILL NOT SEEK ANY REDUCTION OF SUCH STATED ROYALTIES IN THE EVENT THAT NO ADDITIONAL PATENT EVER ISSUES ON THE SUBJECT TECHNOLOGY OR ANY PATENT IS HELD NONINFRINGED, OR THE SUBJECT TECHNOLOGY IS OR BECOMES KNOWN TO OTHERS OR A PART OF THE PUBLIC DOMAIN. IN ADDITION, LICENSEE WARRANTS AND REPRESENTS THAT IT WILL NOT EITHER DIRECTLY OR INDIRECTLY SEEK OR ASSIST OTHERS IN SEEKING TO INVALIDATE THE ABOVE REFERENCED U.S. PATENT NO. 5,539,206; HOWEVER, IN THE EVENT THAT THE VALIDITY OF SUCH ABOVE REFERENCED U.S. PATENT IS OTHERWISE CHALLENGED AND IS HELD INVALID, AND NO ADDITIONAL PATENTS HAVE ISSUED TO LICENSOR COVERING THE SUBJECT TECHNOLOGY OR LICENSED PRODUCTS, THEN THE ROYALTIES SHALL BE REDUCED IN ACCORDANCE WITH EXHIBIT I. LICENSOR WARRANTS AND REPRESENTS THAT IT WILL NOT EITHER DIRECTLY OR INDIRECTLY SEEK OR ASSIST OTHERS IN SEEKING TO INVALIDATE ANY LICENSEE PATENTS UNDER WHICH LICENSOR HAS A LICENSE PURSUANT TO PARAGRAPH 7.3.
Representations of Licensee. Licensee represents and warrants that:
(a) It is duly organized and in good standing under the laws of its jurisdiction of organization;
(b) Licensee has taken all actions that are necessary or advisable in order for it to enter into this Agreement;
(c) The person Executing this Agreement on behalf of Licensee is authorized to do so;
(d) The Agreement, upon its Execution by Licensee (and assuming due Execution by SunSpec Alliance) shall be the binding obligation of Licensee, enforceable in accordance with its terms;
(e) Each Certified Product unit that it sells or distributes to the public will substantially conform to the specifications of the product unit that Licensee submitted for Certification;
(f) Licensee will comply with all changes to the Manual and the Certification requirements within three (3) months from the date of receipt of written notice of such changes; and
(g) Licensee will not challenge SunSpec Alliance’s rights under its Certification program, the Manual, or this Agreement and will not challenge the validity of any SunSpec Alliance xxxx.
Representations of Licensee. BY ACCEPTING THIS LICENSE AGREEMENT, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS LICENSE AGREEMENT; (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS LICENSE AGREEMENT;
Representations of Licensee. Licensee represents and warrants that: (i) it has the right and power to enter into this Agreement; (ii) it is not a party to any other agreement that could affect Licensee’s rights to enter into this Agreement and fulfill its obligations hereunder;
Representations of Licensee. LICENSEE additionally represents and warrants to MPC that:
11.3.1 LICENSEE is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware, U.S.;
11.3.2 upon request by LICENSEE, LICENSEE will be funded in accordance with the terms and conditions of a Securities Purchase Agreement by and among Care Capital, LLC, Index Ventures (or other respective Affiliates) and the LICENSEE, a copy of which is attached as Schedule 11.3.2; and
11.3.3 LICENSEE has an ability to conduct the Development Work and to prepare the Development Plan in consultation with FORENAP.
Representations of Licensee. LICENSEE additionally represents and warrants to MTPC that:
11.3.1 LICENSEE is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware, U.S.A.;
11.3.2 upon request by LICENSEE, LICENSEE will be funded in accordance with the terms and conditions of a Securities Purchase Agreement by and among Care Capital, LLC Index Ventures (or other respective Affiliates) and the LICENSEE, a copy of which is attached as Schedule 11.3.2; and
11.3.3 LICENSEE has an ability to conduct the Development Work and to prepare the Development Plan in consultation with FORENAP.
Representations of Licensee. LICENSEE hereby represents and warrants and covenants to LICENSOR that LICENSEE will comply with the scope of the licensed rights, including, without limitation, rules about sub-licensing, record keeping and reporting obligations, and confining its activities with respect to Licensed Technology within the Licensed Territory in the Licensed Field of Use.
