Representations and Warranties of Licensee. Licensee hereby represents and warrants to Licensor as follows:
Representations and Warranties of Licensee. Licensee represents and warrants to UM as follows:
(a) Licensee is a corporation duly organized, validly existing and in good standing under the laws of California and has all requisite corporate power and authority to execute, deliver and perform this Agreement;
(b) 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;
(c) the execution, delivery and performance of this Agreement by Licensee does not conflict with, or constitute a breach or default under,
(i) the charter documents of Licensee,
(ii) any law, order, judgment or governmental rule or regulation applicable to Licensee, or
(iii) any provision of any agreement, contract, commitment or instrument to which Licensee is a party; and the execution, delivery and performance of this Agreement by Licensee does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority.
Representations and Warranties of Licensee. Licensee represents and ------------------------------------------ warrants that: (i) there is no threatened or pending action, suit, claim or proceeding alleging that the use by Licensee of all or any part of the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products infringes or otherwise violates any Intellectual Property Right or other right or interest of any kind whatsoever of any third party, or otherwise contesting any right, title or interest of Licensee in or to the Licensee Software or any underlying work or content embodied therein, or any name, designation or trademark used in conjunction with the Licensed Products; (ii) Licensee has the right, power and authority to enter into this License Agreement and to fully perform its obligations hereunder; (iii) the making of this License Agreement by Licensee does not violate any separate agreement, rights or obligations existing between Licensee and any other person or entity, and, throughout the term of this License Agreement, Licensee shall not make any separate agreement with any person or entity that is inconsistent with any of the provisions of this License Agreement; (iv) Licensee shall not make any representation or give any warranty to any person or entity expressly or impliedly on Sony's behalf, or to the effect that the Licensed Products are connected in any way with Sony (other than that the Licensed Products have been developed, marketed, manufactured, sold, and/or distributed under license from Sony), (v) the Executable Software shall be distributed by Licensee solely in object code form; (vi) each of the Licensed Products shall be marketed, sold, and distributed in an ethical manner and in accordance with all applicable laws and regulations; and (vii) Licensee's policies and practices with respect to the marketing, sale, and/or distribution of the Licensed Products shall in no manner reflect adversely upon the name, reputation or goodwill of Sony.
Representations and Warranties of Licensee. LICENSEE represents and warrants to LICENSOR as follows:
Representations and Warranties of Licensee. Licensee hereby represents and warrants that:
Representations and Warranties of Licensee. Except as set forth on Schedule 9.3 to this Agreement (which may be updated with respect to Section 9.3.5 prior to each Measurement Date), Licensee represents and warrants as follows, as of the date hereof and as of each Measurement Date:
9.3.1 all authorizations necessary for the issuance of the COH Shares on the date hereof have been obtained;
9.3.2 no consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, or local governmental authority on the part of Licensee is required in connection with the offer, sale, or issuance of the COH Shares or the consummation of any other transaction contemplated hereby, except for the following: (i) the filing of a notice of exemption pursuant to Section 25102(f) of the California Corporate Securities Law of 1968, as amended, which shall be filed by Licensee promptly following the date hereof; and (ii) the compliance with other applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor. Assuming the accuracy of the COH Stockholder representations contained in this Agreement and subject to the filings described above, the offer, sale, and issuance of the COH Shares in conformity with the terms of this Agreement are exempt from the registration requirements of Section 5 of the Act, and from the qualification requirements of Section 25110 of the California Securities Law and neither Licensee, nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions;
9.3.3 The sale of the COH Shares is not subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with;
9.3.4 The COH Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of encumbrances, other than restrictions on transfer under applicable state and federal securities laws or encumbrances created or imposed by COH;
9.3.5 The authorized capital stock of Licensee consists of 86,000,000 shares of Common Stock, 10,600,451 of which are issued and outstanding (taking into account the issuance of the COH Shares) and 62,269,145 shares of preferred stock, par value $0.0001 per share, 33,395,907 of which are issued and outstanding. Licensee has also reserved an aggregate of 8,875,000 shares of C...
Representations and Warranties of Licensee. Licensee hereby represents and warrants to each Shareholder as follows: Licensee has the requisite corporate power and authority to execute and deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Licensee and constitutes a legal, valid and binding agreement of Licensee, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting enforcement of creditors’ rights or by general equitable principles. The execution, delivery and performance by Licensee of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any Contract to which Licensee is a party or by which Licensee is bound or to which any of the property or assets of Licensee is subject, (ii) violate any provision of the organizational documents of Licensee or (iii) violate any Law or Order applicable to Licensee or any of its properties, except, in the case of clauses (i) and (iii), as would not reasonably be expected to impair in any material respect the ability of Licensee to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated hereby; and no filing with or Consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity, is required for the execution, delivery and performance by Licensor of its obligations under this Agreement, except for the filing of a notification and report under the HSR Act and where the failure to obtain or make any such filing, Consent, approval, authorization, Order, registration or qualification would not reasonably be expected to impair in any material respect the ability of Licensee to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated hereby.
Representations and Warranties of Licensee. LICENSEE represents and warrants to LICENSOR as follows:
i) LICENSEE is a corporation duly organized and in good standing under the laws of British Columbia, Canada;
ii) the execution, delivery and performance of this Agreement by LICENSEE has been duly authorized by all necessary action on the part of LICENSEE’s directors, managers and/or members and does not violate, conflict with, or require the consent or approval of any third party pursuant to any contract or legally binding obligation to which LICENSEE is subject;
iii) this Agreement constitutes the valid and binding obligation of LICENSEE enforceable against LICENSEE in accordance with its terms;
iv) LICENSEE is knowledgeable of the applicable laws and regulations of the Territory pertaining to the research, manufacture and distribution of the End Products, the use of cannabis and THC in the End Products and the use of the Technology and confirms that the LICENSEE is in compliance with such laws and regulations; and
v) before LICENSEE begins to distribute and sell the End Products which use the Technology, LICENSEE will possess all required licenses, permits or operating authorities necessary for its operations and the manufacture and sale of the End Products as cannabis products and will be in compliance with all applicable laws and regulations.
Representations and Warranties of Licensee. Except as provided for or otherwise described in this Agreement, Licensee represents and warrants to Licensor as follows:
7.3.1 Licensee has all requisite power and authority to enter into and execute this Agreement and to perform its obligations hereunder.
7.3.2 This Agreement constitutes a legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms.
7.3.3 Licensee has not entered into any agreements with third parties that would conflict with the terms and conditions herein. Neither the execution and delivery of this Agreement nor the performance by Licensee of its obligations hereunder will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default, under the Articles of Incorporation or By-Laws of Licensee, as amended.
Representations and Warranties of Licensee. Licensee represents and warrants to Licensor that,
(a) Licensee has full authority to execute and to perform this Agreement in accordance with its terms; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not and will not conflict with, result in a breach, violation or default or give rise to an event which, with the giving of notice or after the passage of time, or both, would conflict with or result in a breach, violation or default of any of the terms or provisions or of any indenture, agreement, judgment, decree or other instrument or restriction to which Licensee is a party or by which Licensee may be bound or affected; and no further authorization or approval, whether of governmental bodies or otherwise, is necessary in order to enable Licensee to enter into and perform the same.
(b) This Agreement constitutes a valid and binding obligation enforceable against Licensee in accordance with its terms.
