Sublicensee Representations and Warranties Sample Clauses

Sublicensee Representations and Warranties. The Sublicensee represents to the Sublicensor that (i) the Sublicensee has the right to enter into this Agreement and fulfill its duties and obligations hereunder and there are no outstanding agreements of any kind binding upon the Sublicensee that are inconsistent with this Agreement; (ii) the Sublicensee's performance under this Agreement shall not violate any applicable U.S. or foreign laws, government rules and regulations, and the Sublicensee shall not knowingly use or sublicense the Licensed Product in violation of such laws, government rules and regulations; and (iii) there are no outstanding agreements of any kind binding upon Sublicensee that are inconsistent with this Agreement.
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Sublicensee Representations and Warranties. SubLicensee represents and warrants to SubLicensor as follows and acknowledges that SubLicensor is relying on such representations and warranties in entering into this Agreement:
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Sublicensee Representations and Warranties. Sublicensee represents, warrants and agrees that (i) it will never threaten, institute or prosecute any claim, action or suit in law or in equity seeking to have any claim in any of the patent right included in the Intellectual Property declared invalid or unenforceable; (ii) it is authorized to enter into this Agreement; and (iii) it is not a party to any agreement or arrangement with any third party or under any obligation or restriction that in any way limits or conflicts with its entering into this Agreement or its ability to fulfill any of its obligations under this Agreement.
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Sublicensee Representations and Warranties. Sublicensee has full power and authority (including full limited liability company power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Sublicensee, enforceable in accordance with its terms and conditions, except as such enforcement is subject to the effect of (a) any applicable bankruptcy, insolvency, reorganization or similar Laws relating to or affecting creditors' rights generally, and (b) general principles of equity, including concepts of reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regard less of whether considered in a proceeding in equity or at Law).
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Sublicensee Representations and Warranties. Sublicensee represents and warrants to Sublicensor that:
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Related to Sublicensee Representations and Warranties

  • Licensee Representations and Warranties Licensee represents and warrants as follows:

  • Exclusive Representations and Warranties Other than the representations and warranties set forth in this Article V, Seller is not making any other representations or warranties, express or implied, with respect to the Products or the Transferred Assets or the Product Technology or any other matter, including but not limited to any warranty of merchantability or fitness for a particular purpose or infringement of third party rights, and all such warranties are disclaimed.

  • Licensee’s Representations and Warranties LICENSEE represents and warrants that:

  • Licensor’s Representations and Warranties Licensor represents and warrants to Licensee that:

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Party A’s Representations and Warranties Party A represents and warrants as follows:

  • Sole Representations and Warranties Except for the representations and warranties contained in this Section 5, the Purchaser makes no representation or warranty to the Company, express or implied, in connection with the transactions contemplated by this Agreement.

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Buyer Representations and Warranties The Buyer represents and warrants to the Company and Seller that:

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

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