Representations and warranties of the Licensee Clause Examples
The "Representations and warranties of the Licensee" clause sets out specific statements and assurances that the Licensee affirms to be true at the time of entering into the agreement. These may include confirmations that the Licensee has the legal authority to enter the contract, that it will comply with applicable laws, and that it will not infringe on third-party rights when using the licensed material. By including these representations and warranties, the clause helps ensure that the Licensee is qualified and able to fulfill its obligations, thereby reducing the risk of disputes and protecting the Licensor from potential legal or financial harm arising from the Licensee’s actions.
Representations and warranties of the Licensee. The Licensee represents and warrants to Maha-Metro that:
(a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the said property business space in accordance with the terms of this Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising there under including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi- judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(i) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligation...
Representations and warranties of the Licensee. 9.1.1. The Licensee represents and warrants to the Maha-Metro that:
(a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the exclusive advertisement rights in accordance with the terms of this Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
Representations and warranties of the Licensee. 17.1 The Licensee hereby represents and warrants to the Licensor as follows:
Representations and warranties of the Licensee. The Licensee represents and warrants to the Maha-Metro that:
Representations and warranties of the Licensee. To induce the LICENSOR to enter into this License Agreement with the LICENSEE, the LICENSEE hereby represents and warrants to the LICENSOR as follows:
Representations and warranties of the Licensee. (a) The Licensee conducts its business operations in compliance with all Applicable Laws, with the exception of the Controlled Substances Act, 21 USC 801 et seq., (or similar U.S. laws) as it applies to Cannabis.
Representations and warranties of the Licensee. As a material inducement to the Licensor entering into and performing this Agreement, the Licensee represents, warrants and covenants that:
(a) The Licensee is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and has full corporate power and authority to conduct its business as it is now being conducted, to own and use its assets, to enter into, deliver and perform this Agreement and any agreement or instrument executed in connection herewith or delivered pursuant hereto and to consummate the transactions contemplated hereby.
(b) The Licensee’s execution, delivery and performance of this Agreement and all agreements and instruments executed in connection herewith or delivered pursuant hereto have been duly authorized by all requisite corporate action by the Licensee. This Agreement will be duly executed and delivered by the Licensee, and this Agreement constitutes the Licensee’s legal, valid and binding obligation and is enforceable against the Licensee in accordance with its terms.
(c) The execution, delivery and performance of this Agreement does not and will not:
(i) contravene, conflict with, or result in a violation of any provision of the Articles of Incorporation, Bylaws or other governing document of the Licensee,
(ii) contravene or conflict with, or result in a breach of, any agreement, contract or arrangement between the Licensee and any other person,
(iii) result in the violation by the Licensee of any law, rule or regulation applicable to the Licensee, or
(iv) require the approval, consent or authorization of any federal, state, provincial or local governmental authority or any other person.
(d) The Licensee has not employed or made any agreement with any broker, finder or similar agent or any Person or firm which will result in the obligation of The Licensee to pay any finder’s fee, brokerage fees or commission or similar payment in connection with the transactions contemplated hereby.
(e) The Licensor will make no representations, conditions or warranties, either express or implied, regarding the Formulations or Products.
Representations and warranties of the Licensee. The Licensee represents and warrants to the Licensor that:
Representations and warranties of the Licensee. The Licensee represents and warrants to Iomed as follows:
(a) The Licensee is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the full legal right and corporate power and authority to enter into this Agreement and to perform all of its obligations under this Agreement.
(b) The Licensee has taken all corporate action which is necessary, required or appropriate to authorize or enable it to enter into and perform this Agreement.
(c) This Agreement, when executed and delivered by both of the Parties, will constitute a valid and binding legal obligation of the Licensee.
(d) Prior to its execution and delivery of this Agreement, the Licensee received from Iomed, and has had the opportunity to review, a copy of the University License.
Representations and warranties of the Licensee. The Licensee hereby represents, warrants and covenants to Authority for itself that ("Licensee Warranties"):
i. it is duly organized, validly existing and in good standing under the laws of India;
ii. it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
iii. it has taken necessary action under the Applicable Laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement;