NANOTECH Clause Samples

NANOTECH. As of the date of this Agreement, NANOTECH hereby represents and warrants to FIND as follows: (a) NANOTECH has all necessary power and authority as a limited liability company to execute and deliver this Agreement, and to perform its obligations in connection with the Joint Venture. The execution and delivery of this Agreement has been duly and validly authorized by all necessary action and no other proceedings on the part of NANOTECH are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by NANOTECH, and, assuming the due authorization, execution and delivery of this Agreement by FIND, constitutes a legal, valid and binding obligation of NANOTECH, enforceable against NANOTECH in accordance with its terms. (b) To the best of NANOTECH’s Knowledge, the execution and delivery by NANOTECH of this Agreement does not, and the performance by it of its obligations under this Agreement do not and will not conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to it or any agreement to which it is a party or by which any of its assets and properties is bound, or result in or give to any Person any additional rights or entitlement to increased, additional, accelerated, or guaranteed payments under, or result in the creation or imposition of any Lien upon it or any of its assets and properties. (c) To the best of NANOTECH’s Knowledge, there are no Proceedings pending or threatened against, relating to, or affecting either it or any of its assets and properties which could reasonably be expected to result in the issuance of an Order restraining, limiting, enjoining or otherwise inhibiting the license of the Intellectual Property upon which the unique value proposition of the Product is based and around which it is centered. (d) The Product, when produced based on the Intellectual Property contributed to the Joint Venture by NANOTECH, provides an effective, and if produced and used properly, safe, slip-resistant, protective and anti-corrosive coating for a variety of metal and/or other surfaces in connection with a broad range of industrial and consumer product applications. (e) The Intellectual Property upon which the Product is based and around which it is centered became known to NANOTECH strictly through NANOTECH’s own initiatives and discovery, and NANOTECH is the sole and exclusive possessor and owner of the entire right, interest and title to all of the Intellect...