Warranty by Licensee. Licensee represents and warrants to Licensor as of the Execution Date that:
8.2.1 Licensee has the right, power, and authority to enter into this Agreement and to grant the rights granted by it hereunder;
8.2.2 This Agreement when executed shall become the legal, valid, and binding obligation of it, enforceable against it, in accordance with its terms;
8.2.3 Licensee has the ability and the resources, including financial resources, necessary to carry out its obligations under this Agreement; and
8.2.4 There are no actions, suits, proceedings, or arbitrations pending or, to Licensee’s knowledge, threatened against Licensee that would impact activities under this Agreement.
Warranty by Licensee. Licensee represents and warrants to Licensor as of the Effective Date that:
8.2.1 Licensee has the right, power, and authority to enter into this Agreement, to grant the rights granted by it hereunder, and to issue Licensee’s common stock to Licensor in accordance with this Agreement;
8.2.2 This Agreement when executed shall become the legal, valid and binding obligation of it, enforceable against it, in accordance with its terms;
8.2.3 Licensee has the ability and the resources, including financial resources, necessary to carry out its obligations under this Agreement;
8.2.4 There are no actions, suits, proceedings, or arbitrations pending or, to the Licensee’s knowledge, threatened against Licensee that would impact activities under this Agreement; and
8.2.5 Licensee’s common stock, when issued and delivered in accordance with the terms of Article 3, (a) will be duly and validly authorized and issued, fully paid and non-assessable, and free from all taxes, liens, and charges created by Licensee in respect of the issuance thereof, (b) will be issued in compliance with all applicable federal and state securities laws, and (c) will be free of transfer restrictions (other than the transfer restrictions imposed by any federal or state securities laws and liens or encumbrances created by or imposed by Licensor).
Warranty by Licensee. Licensee represents and warrants that it shall comply with any and all applicable laws, regulations and regulatory requirements and shall comply with all permits and authorizations, which may be required.
Warranty by Licensee. Licensee represents and warrants to Licensor as of the Effective Date that:
8.2.1 Licensee has the right, power, and authority to enter into this Agreement and to grant the rights granted by it hereunder;
8.2.2 This Agreement when executed shall become the legal, valid and binding obligation of it, enforceable against it, in accordance with its terms;
8.2.3 Licensee has the ability and the resources, including financial resources, necessary to carry out its obligations under this Agreement; and ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Warranty by Licensee. LICENSEE represents and warrants that:
a. LICENSEE is a corporation duly organized, validly existing, and in good standing under the laws of the State of [ ]. LICENSEE has all requisite corporate power and authority to own, operate, and lease its properties, to carry on its business as now being conducted and as contemplated by this Agreement, to enter into this Agreement, and to carry out the transactions contemplated hereby. Specifically, LICENSEE warrants that it possesses the necessary expertise and skill to make, and has made, its own evaluation of the capabilities, safety, utility, and commercial application of the intellectual property licensed under this Agreement.
b. No consent, approval, or authorization of or designation, declaration, or filing with any governmental authority or other person is required on the part of LICENSEE in connection with the execution, delivery or performance of this Agreement.
c. LICENSEE (and, to LICENSEE’s knowledge, none of LICENSEE’s personnel) is not a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, or, to LICENSEE’s knowledge, any rule or regulation which materially and adversely affects the operations, prospects, properties, assets, or condition (financial or otherwise) of LICENSEE.
Warranty by Licensee. Licensee warrants and represents that it has full power to enter into and perform this XXXX and that the person agreeing to or executing this XXXX, either electronically or on paper, on its behalf is duly authorized to do so. Licensee warrants and represents that it has the full power and authority to grant the licence pursuant to Section 2.4 and that Cloudhouse’s use of the Licensed Material pursuant to this EULA shall not infringe the rights (including Intellectual Property Rights) of any person or third party.
Warranty by Licensee. Licensee represents and warrants to Licensor as of the Effective Date that:
8.2.1 Licensee has the right, power, and authority to enter into this Agreement and to grant the rights granted by it hereunder;
8.2.2 This Agreement when executed shall become the legal, valid and binding obligation of it, enforceable against it, in accordance with its terms;
8.2.3 Licensee is an Affiliate of Guarantor;
8.2.4 Licensee has the ability arid the resources, including financial resources, necessary to carry out its obligations under this Agreement; and
8.2.5 There are no actions, suits, proceedings, or arbitrations pending or, to the Licensee’s knowledge, threatened against Licensee, or any of its Affiliates, in each case, that would impact activities under this Agreement.
Warranty by Licensee. Licensee represents and warrants to Licensor as of the Effective Date that:
8.2.1 Licensee is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation;
8.2.2 Licensee has taken all necessary action on its part to authorize the execution of this Agreement and the performance of all of its obligations under this Agreement and the persons executing this Agreement are authorized to execute it;
8.2.3 Licensee has the right, power, and authority to enter into this Agreement and to grant the rights granted by it hereunder;
8.2.4 This Agreement when executed shall become the legal, valid and binding obligation of it, enforceable against it, in accordance with its terms;
8.2.5 Licensee has the ability and the resources, including financial resources, necessary to carry out its obligations under this Agreement; and
8.2.6 There are no actions, suits, proceedings, or arbitrations pending or, to the Licensee’s knowledge, threatened against Licensee that would impact activities under this Agreement.
Warranty by Licensee. The Licensee warrants to the Licensor that it has obtained any consent or approval required by any relevant law, regulation, instrument or authority which may be necessary for the lawful conduct of the Permitted Use on the Premises. This includes compliance with all rules, regulations and guidelines of professional bodies and associations that regulate businesses of the type carried on by the Licensee.
Warranty by Licensee. Licensee represents and warrants to Licensor that as of the Effective Date:
(a) Licensee is a corporation duly organized, validly existing, and in good standing under the Laws of the U.S. Licensee has all requisite power and authority to enter into this Agreement, and to perform its obligations contemplated hereby. Specifically, Licensee warrants that it possesses the necessary expertise and skill to make, and has made, its own evaluation of the capabilities, safety, utility, and commercial application of the intellectual property licensed under this Agreement; and
(b) no consent, approval, authorization of, designation, declaration, or filing with any Government Authority or other person is required on the part of Licensee in connection with the execution, delivery or performance of this Agreement.
