BY CHICAGO LABS Sample Clauses

BY CHICAGO LABS. Chicago Labs hereby represents and warrants that as of the Effective Date: (A) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois; (B) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Chicago Labs; (C) it has the right to grant the licenses and other rights granted herein; (D) it has not previously granted any right, license or interest in or to the Chicago Labs Technology, or any portion thereof, inconsistent with the rights granted to Spectrum herein; and (E) to the best of its knowledge, there are no material adverse proceedings, claims or actions pending or threatened relating to the Chicago Labs Technology which would materially interfere with Chicago Labs' performance of its obligations or power to make the grants and covenants hereunder, or Spectrum's unfettered use of the Chicago Labs Technology.
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