Warranties by Licensee Clause Samples
Warranties by Licensee. Licensee represents and warrants to GenuPro the following: Licensee is validly existing and in good standing under the laws of the state of its incorporation and has the corporate power and authority to enter into this Agreement. This Agreement has been duly executed and delivered by Licensee and constitutes the valid and binding obligation of Licensee, enforceable against it in accordance with its terms except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of Licensee, its officers and directors.
Warranties by Licensee. LICENSEE hereby warrants and represents to OWNER that:
1. All LICENSED ARTICLES, packaging, labeling, advertising and sales materials will be, at the time of sale or use by LICENSEE, free from defects, merchantable, fit for their intended use, materially conform to samples which received final approval, comply with all legally applicable treaties, laws, regulations, standards and guidelines including, but not limited to, health, product safety and labeling, and that LICENSEE has obtained the necessary approvals and certification(s) throughout the LICENSED TERRITORY.
2. All Artwork of LICENSEE created pursuant to Paragraph 7.1. will be, at the time of use by LICENSEE, not a violation, infringement, unauthorized use or misappropriation of any intellectual property of any third party; not libelous or contrary to law; and to the best of LICENSEE’S knowledge not the subject of any litigation or claim; and
3. Pursuant to Paragraph 7.1., it will obtain a written assignment to OWNER of all Artwork made by a third party at or prior to the time of creation of such Artwork.
Warranties by Licensee. Licensee warrants and undertakes that:
(a) it shall not enter into an agreement with any other person with respect to the marketing or sale of any Competing Product without the prior written consent of UCLB; and
(b) it shall not market or sell any Competing Product without the prior written consent of UCLB. Nothing in this Agreement or this Section 7.7 shall be construed as limiting Licensee’s ability to research or develop a Competing Product so long as such research or development: (i) does not occur within five (5) years following the Commencement Date; and (ii) does not utilize UCLB’s Know-how.
Warranties by Licensee. Licensee represents, warrants, and covenants to Licensor that Licensee has and will have the necessary rights and consents in and relating to the
Warranties by Licensee. Avaya will not make any representations, warranties or guarantees on behalf of Licensor or its suppliers with regard to the Licensed Products, and will not make any false or misleading representations, warranties or guarantees with regard to such Licensed Products to Sublicensees.
Warranties by Licensee. Licensee warrants and represents that it will diligently undertake to fulfill its obligations herein with respect to confidentiality and scope of the license, and that it will undertake to notify and train its personnel as appropriate to perform these obligations;
Warranties by Licensee. Licensee makes the following continuing representations and warranties: Mondrian Cancún Residences (a) this Agreement has been validly executed by it and constitutes valid, binding and enforceable obligations of it in accordance with its terms;
Warranties by Licensee. Licensee warrants that it is duly organized and validly existing under the laws of , that it has full right, power and authority to enter into this Agreement and that it will comply with the conditions of this Agreement including but not limited to the restrictions in clause 2.3 and 2.4.
Warranties by Licensee. Licensee represents and warrants that this Agreement, when executed and delivered by Licensee, will be the legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity.