Common use of Representations, Warranties and Covenants of Licensee Clause in Contracts

Representations, Warranties and Covenants of Licensee. Licensee has requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Licensee of this Agreement has been duly authorized by all necessary corporate actions on the part of the Licensee. This Agreement has been duly and validly executed and delivered by Licensee and, assuming the due authorization, execution and delivery hereof by Licensor, constitutes or will constitute, as applicable, a legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, except as enforcement may be limited by: (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally; and (b) general equitable principles. Licensee represents and warrants to Licensor that the licenses granted by this Agreement do not and shall not result in a breach of or constitute a default or violation under any agreement to which Licensee is subject or by which Licensee is bound. Licensee shall immediately notify Licensor if Licensee becomes aware of any event, circumstance, transaction or occurrence that would make any of the representations or warranties of Licensee contained in this Agreement not true in any respect. Licensee shall immediately deliver to Licensor any and all written notices and/or written communications delivered to or received from: (a) any person or entity challenging or questioning the validity, ownership, use, enforceability, registerability or licensing of the Trade Name; (b) any person or entity challenging or questioning the validity of this Agreement or the licenses and rights granted under and pursuant to this Agreement; or (c) any governmental authority in regards to the validity, ownership, use, enforceability, registerability and/or licensing of the Trade Name. Licensee shall not take any actions that would reasonably be expected to affect the registered status or ownership, or create confusion regarding the ownership, of the Trade Name by Licensor. Licensee shall use its best efforts, and shall cooperate with Licensor, to correct any market confusion related to the use of the Trade Name and any other marks licensed by Licensor to other Affiliates of Licensor.

Representations, Warranties and Covenants of Licensee. Licensee has requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Licensee of this Agreement has been duly authorized by all necessary corporate actions on the part of the Licensee. This Agreement has been duly and validly executed and delivered by Licensee and, assuming the due authorization, execution and delivery hereof by Licensor, constitutes or will constitute, as applicable, a legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, except as enforcement may be limited by: (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally; and (b) general equitable principles. Licensee represents and warrants to Licensor that the licenses granted by this Agreement do not and shall not result in a breach of or constitute a default or violation under any agreement to which Licensee is subject or by which Licensee is bound. Licensee shall immediately notify Licensor if Licensee becomes aware of any event, circumstance, transaction or occurrence that would make any of the representations or warranties of Licensee contained in this Agreement not true in any respect. Licensee shall immediately deliver to Licensor any and all written notices and/or written communications delivered to or received from: (a) any person or entity challenging or questioning the validity, ownership, use, enforceability, registerability or licensing of the Trade NameTrademark; (b) any person or entity challenging or questioning the validity of this Agreement or the licenses and rights granted under and pursuant to this Agreement; or (c) any governmental authority in regards to the validity, ownership, use, enforceability, registerability and/or licensing of the Trade NameTrademark. Licensee shall not take any actions that would reasonably be expected to affect the registered status or ownership, or create confusion regarding the ownership, of the Trade Name Trademark by Licensor. Licensee shall use its best efforts, and shall cooperate with Licensor, to correct any market confusion related to the use of the Trade Name Trademark and any other marks licensed by Licensor to other Affiliates of Licensor.

Representations, Warranties and Covenants of Licensee. 6.2.1 Licensee hereby represents and warrants to Licensor that, as of the Effective Date, and for the entire Term of this Agreement, the execution and performance of Licensee’s obligations under this Agreement do not conflict with, cause a default under, or result in a breach of or violate any existing contractual obligation that may be owed by Licensee to any third party, including, without limitation, any Affiliate of Licensee, nor will Licensee, during the Term of this Agreement, take any action, inaction or enter into agreement that would conflict with, cause a default under, result in a breach of or violate (i) any existing contractual obligation that is owed to Licensor under this Agreement or (ii) the terms of the Existing License Agreements. 6.2.2 Licensee hereby represents and warrants to Licensor that it has requisite corporate full power and authority to execute execute, deliver and deliver perform this Agreement and to perform its obligations hereunder. The execution and delivery by Licensee of that this Agreement has been duly authorized by all necessary corporate actions on constitutes the part of the Licensee. This Agreement has been duly legally binding and validly executed and delivered by Licensee and, assuming the due authorization, execution and delivery hereof by Licensor, constitutes or will constitute, as applicable, a legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, except as such enforcement may be limited by: (a) by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting or relating to enforcement of creditors’ rights generally; and. (b) general equitable principles. 6.2.3 Licensee hereby represents and warrants to Licensor that the licenses granted by this Agreement do not and shall not result in a breach of there is no action or constitute a default suit pending against Licensee or violation under any agreement to which Licensee is subject or by which Licensee is bound. Licensee shall immediately notify Licensor if Licensee becomes aware of any event, circumstance, transaction or occurrence that would make any of the representations or warranties of Licensee contained in this Agreement not true in any respect. Licensee shall immediately deliver to Licensor any and all written notices and/or written communications delivered to or received from: (a) any person or entity challenging or questioning the validity, ownership, use, enforceability, registerability or licensing of the Trade Name; (b) any person or entity challenging or questioning its Affiliates that questions the validity of this Agreement or the licenses right of Licensee to enter into this Agreement or consummate the transactions contemplated hereby, and rights granted under neither Licensee nor any of its Affiliates is a party to any litigation, arbitration, mediation or other similar legal proceeding. 6.2.4 Licensee hereby covenants to Licensor that during the Term, it will not Exploit any Licensed Product by itself or through any Affiliate of Licensee (and pursuant to this Agreement; or (cfor clarity, or through any successors or permitted assigns) any governmental authority absent a separate written agreement between Licensor and Licensee containing industry standard provisions, including economic terms, diligence requirements, patent marking requirements, development and commercialization reporting requirements, and insurance requirements, in regards each case if and to the validityextent such provisions would customarily be included in such an agreement based on then-current industry standards. 6.2.5 Licensee hereby covenants to Licensor that during the Term, ownershipit will not Pursue any Opportunity for which it does not have resources sufficient to Pursue, useincluding, enforceabilitywithout limitation, registerability and/or licensing financial resources necessary to defend any claim, action or proceeding that may arise as a result of or in connection with such Pursuit. 6.2.6 Licensee hereby covenants to Licensor that during the Trade Name. Term, in the event of any dispute or disagreement between Licensor and Licensee as to the Pursuit of any Opportunity that could reasonably result in irreparable harm to the validity or enforceability of one or more Licensed Patents, Licensee shall not take immediately cease Pursuing any actions Opportunities that would reasonably be expected to affect are the registered status subject of such dispute or ownership, or create confusion regarding the ownership, of the Trade Name by Licensor. Licensee shall use its best effortsdisagreement, and shall cooperate not resume Pursuing any such Opportunities unless and until such dispute or disagreement is resolved in accordance with Licensor, to correct any market confusion related to the use of the Trade Name and any other marks licensed by Licensor to other Affiliates of LicensorSection 10.

Representations, Warranties and Covenants of Licensee. Licensee has requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Licensee of this Agreement has been duly authorized by all necessary corporate actions on the part of the Licensee. This Agreement has been duly and validly executed and delivered by Licensee and, assuming the due authorization, execution and delivery hereof by Licensor, constitutes or will constitute, as applicable, a legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, except as enforcement may be limited by: (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally; and (b) general equitable principles. Licensee represents and warrants to Licensor that the licenses granted by this Agreement do not and shall not result in a breach of or constitute a default or violation under any agreement to which Licensee is subject or by which Licensee is bound. Licensee shall immediately promptly notify Licensor if Licensee becomes aware of any event, circumstance, transaction or occurrence that would make any of the representations or warranties of Licensee contained in this Agreement not true in any respect. Licensee shall immediately promptly deliver to Licensor any and all written notices and/or written communications delivered to or received from: (a) any person or entity challenging or questioning the validity, ownership, use, enforceability, registerability or licensing of the Trade NameTrademark; (b) any person or entity challenging or questioning the validity of this Agreement or the licenses and rights granted under and pursuant to this Agreement; or (c) any governmental authority in regards to the validity, ownership, use, enforceability, registerability and/or licensing of the Trade NameTrademark. Licensee shall not take any actions that would reasonably be expected to affect the registered status or ownership, or create confusion regarding the ownership, of the Trade Name Trademark by Licensor. Licensee shall use its best efforts, and shall cooperate with Licensor, at Licensor’s expense (unless such confusion is caused by Licensee), to correct any market confusion related to the use of the Trade Name and any other marks licensed by Licensor to other Affiliates of LicensorTrademark.

Representations, Warranties and Covenants of Licensee. 2A.6.1 Licensee has requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Licensee of this Agreement has been duly authorized by all necessary corporate actions on the part of the Licensee. This Agreement has been duly and validly executed and delivered by Licensee and, assuming the due authorization, execution and delivery hereof by Licensor, constitutes or will constitute, as applicable, a legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, except as enforcement may be limited by: (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally; and (b) general equitable principles. Licensee hereby represents and warrants to Licensor that Factor that, as of the licenses granted by Amendment Effective Date, the execution and performance of Licensee’s obligations under this Agreement do not and shall not result in a breach of or constitute conflict with, cause a default under, or violation under violate any agreement existing contractual obligation that may be owed by Licensee to which any third party, including, without limitation, any Affiliate of Licensee; 2A.6.2 Licensee hereby represents and warrants to Factor that, as of the Amendment Effective Date, there is subject no action or by which suit pending against Licensee is bound. Licensee shall immediately notify Licensor if Licensee becomes aware of any event, circumstance, transaction or occurrence that would make any of the representations or warranties of Licensee contained in this Agreement not true in any respect. Licensee shall immediately deliver to Licensor any and all written notices and/or written communications delivered to or received from: (a) any person or entity challenging or questioning the validity, ownership, use, enforceability, registerability or licensing of the Trade Name; (b) any person or entity challenging or questioning its Affiliates that questions the validity of this Agreement or the licenses right of Licensee to enter into this Agreement or consummate the transactions contemplated hereby; 2A.6.3 Licensee hereby covenants to Factor, during the Opportunity Term, that, subject to Section 2.1, Licensee will not develop or commercialize any Opportunity Product by itself or through any Affiliate of Licensee; 2A.6.4 Licensee hereby covenants to Factor, during the Opportunity Term, that, Licensee will not Pursue any Opportunity for which it does not have resources sufficient to Pursue such Opportunity, including, without limitation, financial resources necessary to defend any claim, action or proceeding that may arise as a result of or in connection with such Pursuit; 2A.6.5 Licensee hereby covenants to Factor, during the Opportunity Term, that, in the event of any dispute or disagreement between Factor and rights granted under Licensee as to the Pursuit of any Opportunity (or the performance of any obligations hereunder with respect thereto, including, without limitation any alleged breach of the representations, warranties, and pursuant to covenants set forth in Section 2A.6 of this Agreement; or (c) any governmental authority that could reasonably result in regards irreparable harm to the validityvalidity or enforceability of one or more Factor Patents, ownership, use, enforceability, registerability and/or licensing of the Trade Name. Licensee shall not take immediately cease Pursuing any actions Opportunities that would reasonably be expected to affect are the registered status subject of such dispute or ownership, or create confusion regarding the ownership, of the Trade Name by Licensor. Licensee shall use its best effortsdisagreement, and shall not resume Pursuing any such Opportunities unless and until such dispute or disagreement is resolved in accordance with the provisions set forth in Section 10 of the Agreement; and 2A.6.6 Licensee hereby covenants to Factor that, prior to granting an Opportunity Sublicense, Licensee and Factor shall cooperate with Licensorreasonably to determine whether the granting of such Opportunity Sublicense would cause Factor to be in material breach of any of the Prior Agreements. Sections 6.3, to correct any market confusion related 6.4, 7.6, and 11.13 of this Agreement shall apply mutatis mutandis to the use of the Trade Name and any other marks licensed by Licensor to other Affiliates of LicensorFactor Patents.

Representations, Warranties and Covenants of Licensee. 6.2.1 Licensee hereby represents and warrants to Licensor that, as of the A&R Effective Date, and for the entire Term of this Agreement, the execution and performance of Licensee’s obligations under this Agreement do not conflict with, cause a default under, or result in a breach of or violate any existing contractual obligation that may be owed by Licensee to any third party, including, any Affiliate of Licensee, nor will Licensee, during the Term of this Agreement, take any action, inaction or enter into agreement that would conflict with, cause a default under, result in a breach of or violate (i) any existing contractual obligation that is owed to Licensor under this Agreement or (ii) the terms of the Existing License Agreements. 6.2.2 Licensee hereby represents and warrants to Licensor that it has requisite corporate full power and authority to execute execute, deliver and deliver perform this Agreement and to perform its obligations hereunder. The execution and delivery by Licensee of that this Agreement has been duly authorized by all necessary corporate actions on constitutes the part of the Licensee. This Agreement has been duly legally binding and validly executed and delivered by Licensee and, assuming the due authorization, execution and delivery hereof by Licensor, constitutes or will constitute, as applicable, a legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, except as such enforcement may be limited by: (a) by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting or relating to enforcement of creditors’ rights generally; and. (b) general equitable principles. 6.2.3 Licensee hereby represents and warrants to Licensor that the licenses granted by this Agreement do not and shall not result in a breach of there is no action or constitute a default suit pending against Licensee or violation under any agreement to which Licensee is subject or by which Licensee is bound. Licensee shall immediately notify Licensor if Licensee becomes aware of any event, circumstance, transaction or occurrence that would make any of the representations or warranties of Licensee contained in this Agreement not true in any respect. Licensee shall immediately deliver to Licensor any and all written notices and/or written communications delivered to or received from: (a) any person or entity challenging or questioning the validity, ownership, use, enforceability, registerability or licensing of the Trade Name; (b) any person or entity challenging or questioning its Affiliates that questions the validity of this Agreement or the licenses right of Licensee to enter into this Agreement or consummate the transactions contemplated hereby, and rights granted under neither Licensee nor any of its Affiliates is a party to any litigation, arbitration, mediation or other similar legal proceeding. 6.2.4 Licensee, on behalf of itself and its Affiliates (including Wholly-Owned Subsidiaries), hereby covenants to Licensor that during the Term, except (i) to the extent necessary for Licensee to perform services for Sublicensees as a Subcontractor pursuant to Section 2.3, and (ii) to the extent necessary for Licensee to build capacity pursuant to Section 3.1 to perform services for Sublicensees as a Subcontractor pursuant to Section 2.3, Licensee, and its Wholly-Owned Subsidiaries will not use or practice the Licensed Patents or Licensed Know-How or Exploit any Licensed Product by itself or themselves or through any of their Affiliates (including through any Wholly-Owned Subsidiary), and for clarity, or through any successors or permitted assigns) absent a separate written agreement between Licensor and Licensee containing industry standard provisions, including economic terms, diligence requirements, patent marking requirements, development and commercialization reporting requirements, and insurance requirements, in each case if and to the extent such provisions would customarily be included in such an agreement based on then-current industry standards. The provisions of this Section 6.2.4 shall not apply to the granting of sublicenses by Licensee (or Wholly-Owned Subsidiaries, as applicable) under Section 2.2. 6.2.5 Licensee hereby represents and warrants that as of the date hereof, it is not in breach of this Agreement and to its knowledge, Licensor is not in breach of this Agreement; or. (c) 6.2.6 Licensee hereby covenants to Licensor that during the Term, it will not Pursue any governmental authority Opportunity for which it does not have, in regards its reasonable estimation, resources sufficient to Pursue, including, without limitation, financial resources necessary to defend any claim, action or proceeding that may arise as a result of or in connection with such Pursuit. 6.2.7 Licensee hereby covenants to Licensor that during the Term, in the event of any dispute or disagreement between Licensor and Licensee as to the validityenforcement by Licensee of any Licensed Patent that Licensor reasonably believes could reasonably result in material irreparable harm to the validity or enforceability of one or more Licensed Patents, ownership, use, enforceability, registerability and/or licensing of the Trade Name. Licensee shall not take any actions immediately cease such enforcement that would reasonably be expected to affect is the registered status subject of such dispute or ownership, or create confusion regarding the ownership, of the Trade Name by Licensor. Licensee shall use its best effortsdisagreement, and shall cooperate not resume such enforcement unless and until such dispute or disagreement is resolved in accordance with LicensorSection 10. 6.2.8 Licensee hereby covenants to Licensor that during the term of any Sublicense Agreement, Licensee will make Commercially Reasonable Efforts to correct any market confusion related to enforce the use provisions of the Trade Name and any other marks licensed by Licensor to other Affiliates of Licensorsuch Sublicense Agreement.

Representations, Warranties and Covenants of Licensee. 5.2.1 Licensee has requisite corporate power represents, warrants, and authority covenants to execute the Licensor that the following statements are true and deliver correct, and acknowledges and confirms that Licensor is relying on such representations and warranties in connection with its execution and delivery of this Agreement and to perform in meeting the obligations set out in this Agreement: (a) Licensee is a corporation duly formed and validly existing under the laws of its obligations hereunder. The jurisdiction of formation; (b) the execution and delivery by Licensee of this Agreement has and the consummation of the transactions contemplated hereunder have been duly properly authorized by all necessary corporate actions action on the part of the Licensee. This ; (c) this Agreement has been duly and validly executed and delivered by Licensee and, assuming the due authorization, execution and delivery hereof by Licensor, constitutes or will constitute, as applicable, a legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its termsterms and conditions; (d) Licensee has full right, power and authority to enter into this Agreement and to complete the transactions contemplated hereunder; (e) there is no action or proceeding pending or threatened against it before any court, administrative body or other tribunal which would have an adverse material effect on its ability to perform its obligations hereunder; (f) to Licensee’s knowledge and belief, its obligations set out herein do not infringe any Applicable Law or Intellectual Property Right held by any Person; (g) any obligations, contractual or otherwise, of Licensee to any Person that might conflict, interfere or be inconsistent with this Agreement, if any, have been waived or terminated; (h) no consent or approval of any Governmental Authority, or filing with or notice to, any Governmental Authority, court or other Person, is required in connection with the execution, delivery or performance of this Agreement by Licensee, except as enforcement may be limited by:for any such consent, approval, filing or notice that would not have a materially adverse effect on either Party’s ability to perform its obligations under this Agreement; (ai) bankruptcyas of the Effective Date, Licensee has not been and it is not currently subject to any bankruptcy event or insolvency, reorganization, moratorium liquidation or other similar laws affecting dissolution for the benefit of its creditors or relating otherwise and Licensee is able to enforcement of creditors’ rights generallysatisfy its liabilities as they become due; and (bj) general equitable principles. Licensee represents and warrants to Licensor that the licenses granted by this Agreement do not and shall not result in a breach of or constitute a default or violation under any agreement to which Licensee is subject or by which Licensee is bound. Licensee shall immediately notify Licensor if Licensee becomes aware of any event, circumstance, transaction or occurrence that would make any of the representations or warranties of Licensee contained in this Agreement not true in any respect. Licensee shall immediately deliver to Licensor any and all written notices and/or written communications delivered to or received from: (a) any person or entity challenging or questioning the validity, ownership, use, enforceability, registerability or licensing of the Trade Name; (b) any person or entity challenging or questioning the validity of this Agreement or the licenses and rights granted under and pursuant to this Agreement; or (c) any governmental authority in regards comply with Applicable Law related to the validityCannabis Inputs, ownershipCBD Inputs, use, enforceability, registerability and/or licensing of Cannabis Products and CBD Products in Commercializing the Trade Name. Licensee shall not take any actions that would reasonably be expected to affect the registered status or ownership, or create confusion regarding the ownership, of the Trade Name by Licensor. Licensee shall use its best effortsDefined Intellectual Property Rights, and shall cooperate contractually require and otherwise take steps to ensure that any third party sub-licensee also complies with Licensor, to correct any market confusion related to the use of the Trade Name and any other marks licensed by Licensor to other Affiliates of LicensorApplicable Law.