Representation and Warranty Clause Example with 5 Variations from Business Contracts
This page contains Representation and Warranty clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Representation and Warranty. Each party hereby represents and warrants to the other party as follows: 2.1.1 Such party is an individual or corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated. 2.1.2 Such party (a) has the power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performanc...e of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such party, and constitutes a legal, valid, binding obligation, enforceable against such party in accordance with its terms. 2.1.3 All necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such party in connection with this Agreement have been obtained. 2.1.4 The execution and delivery of this Agreement and the performance of such party's obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of it. 2.2 ID4 Representations and Warranties. ID4 hereby represents and warrants to Company as follows: 2.2.1 ID4 (a) is the owner or exclusive licensee of the Licensed IP Rights and has the sole right to execute this Agreement on behalf of the other co-owner/inventors as evidenced by Schedule B, and has not granted to any Third Party any license or other interest in the Licensed IP Rights, (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Licensed Patent Rights or which constitutes Licensed Know-How Rights, or (ii) by making, using or selling Products, and (c) is not aware of any infringement or misappropriation by a Third Party of the Licensed IP Rights.View More
Variations of a "Representation and Warranty" Clause from Business Contracts
Representation and Warranty. Each party hereby represents and warrants to the other party as follows: 2.1.1 Such party is an individual or corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated. 2.1.2 Such party (a) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreemen...t and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such party, and constitutes a legal, valid, binding obligation, enforceable against such party in accordance with its terms. 2.1.3 All necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such party in connection with this Agreement have been obtained. 2.1.4 The execution and delivery of this Agreement and the performance of such party's obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of it. 2.2 ID4 Urigen Representations and Warranties. ID4 hereby represents 2.2.2 Urigen has provided Imprimis with complete and warrants correct copies of all Urigen In-Licenses, and there have been no modifications, amendments or restatements other than as provided to Company Imprimis prior to the Effective Date. 2.2.3 Urigen has provided Imprimis with complete and correct copies of all Existing Sublicenses and UCSD Pharmacy Sublicense, and there have been no modifications, amendments or restatements other than as follows: 2.2.1 ID4 (a) is provided to Imprimis prior to the owner or exclusive licensee of the Licensed IP Rights Effective Date 2.3 Imprimis Representations and Warranties. 2.3.2 Imprimis has the sole right full power and authority to execute this Agreement on behalf of the other co-owner/inventors as evidenced by Schedule B, and has not granted to any Third Party any license or other interest in the Licensed IP Rights, (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Licensed Patent Rights or which constitutes Licensed Know-How Rights, or (ii) by making, using or selling Products, and (c) is not aware of any infringement or misappropriation by a Third Party of the Licensed IP Rights. perform its obligations hereunder. View More
Representation and Warranty. Each party hereby represents and warrants to the other party as follows: 2.1.1 Such party is an individual or a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated. 2.1.2 Such party (a) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreem...ent and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such party, and constitutes a legal, valid, binding obligation, enforceable against such party in accordance with its terms. 2.1.3 All necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such party in connection with this Agreement have been obtained. 4 2.1.4 The execution and delivery of this Agreement and the performance of such party's obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of it. 2.2 ID4 Urigen Representations and Warranties. ID4 Urigen hereby represents and warrants to Company Imprimis as follows: 2.2.1 ID4 Urigen (a) is the sole owner or exclusive licensee of the Licensed IP Rights Rights, (b) except for the Existing Sublicenses and has the sole right to execute this Agreement on behalf of the other co-owner/inventors as evidenced by Schedule B, and UCSD Pharmacy Sublicense, has not granted to any Third Party any license or other interest in the Licensed IP Rights, (b) (c) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Licensed Patent Rights or which constitutes Licensed Know-How Rights, or (ii) by making, using or selling Products, and (c) (d) other than several individual physicians' in-office compounding (on a one-off basis), is not aware of any widespread or commercial scale infringement or misappropriation by a Third Party of the Licensed IP Rights. 2.2.2 Urigen has provided Imprimis with complete and correct copies of all Urigen In-Licenses, and there have been no modifications, amendments or restatements other than as provided to Imprimis prior to the Effective Date. The Urigen In-Licenses are in full force and effect in accordance with their terms. After giving effect to this Agreement, there exist no breaches, defaults or events which would (with the giving of notice, the passage of time or both) give rise to a breach, default or other right to terminate or modify any Urigen In-License. 2.2.3 Urigen has provided Imprimis with complete and correct copies of all Existing Sublicenses and UCSD Pharmacy Sublicense, and there have been no modifications, amendments or restatements other than as provided to Imprimis prior to the Effective Date 2.3 Imprimis Representations and Warranties. Imprimis hereby represents and warrants to Urigen as follows: 2.3.1 All Products to be supplied or sold pursuant to this Agreement shall comply with all applicable Federal, State and local regulations, requirements and/or laws. 2.3.2 Imprimis has full power and authority to execute this Agreement and to perform its obligations hereunder. View More
Representation and Warranty. Each party hereby represents and warrants to the other party as follows: 2.1.1 Such party is an individual or a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated. 2.1.2 Such party (a) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreem...ent and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such party, and constitutes a legal, valid, binding obligation, enforceable against such party in accordance with its terms. 2.1.3 All necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such party in connection with this Agreement have been obtained. 2.1.4 The execution and delivery of this Agreement and the performance of such party's obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of it. 2.2 ID4 Carna Representations and Warranties. ID4 Carna hereby represents and warrants to Company ProNAi as follows: 2.2.1 ID4 (a) is Carna solely owns the owner or exclusive licensee of the Licensed IP Rights patents and has the sole right to execute this Agreement patent applications set forth on behalf of the other co-owner/inventors as evidenced by Schedule B, Exhibit A, and has not granted to any Third Party any license or other interest in the Licensed IP Rights, Rights. There is no agreement, lien, encumbrance or other obligation that with the passage of time or other event would result in any ownership of any such patent or patent application reverting or being assigned to a Third Party. (b) is not Neither Carna nor its Affiliates are aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Licensed Patent Rights or which constitutes Licensed Know-How Rights, or (ii) by making, using or selling Products, and Products. (c) is not Neither Carna nor its Affiliates are aware of any infringement or misappropriation by a Third Party of the Licensed IP Rights. (d) Carna has provided to ProNAi all data, results, analysis and conclusions in Carna's or its Affiliates' possession regarding the lead compound designated as AS-141 and the back-up compound [*]. View More
Representation and Warranty. 2.1 Mutual Representations and Warranties. Each party hereby represents and warrants to the other party as follows: 2.1.1 Such party party, if an entity, is an individual or a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated. 2.1.2 Such party (a) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary corporate action on... its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such party, and constitutes a legal, valid, binding obligation, enforceable against such party in accordance with its terms. 2.1.3 All necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such party in connection with this Agreement have been obtained. 2.1.4 The execution and delivery of this Agreement and the performance of such party's obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of it. 2 2.2 ID4 Lindstrom Representations and Warranties. ID4 Lindstrom hereby represents and warrants to Company Imprimis as follows: 2.2.1 ID4 Lindstrom (a) is the sole owner or exclusive licensee of the Licensed IP Rights and has the sole right to execute this Agreement on behalf of the other co-owner/inventors as evidenced by Schedule B, and Rights, (b) has not granted to any Third Party any license or other interest in the Licensed IP Rights, (b) (c) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Licensed Patent Rights or which constitutes Licensed Know-How Rights, or (ii) by making, using or selling Products, Product, and (c) (d) is not aware of any widespread or commercial scale infringement or misappropriation by a Third Party of the Licensed IP Rights. 2.3 Imprimis Representations and Warranties. Imprimis hereby represents and warrants to Lindstrom as follows: 2.3.1 All Product to be supplied or sold pursuant to this Agreement shall comply with all applicable Federal, State and local regulations, requirements and/or laws. 2.3.2 Imprimis has full power and authority to execute this Agreement and to perform its obligations hereunder. View More
Representation and Warranty. Each party hereby represents and warrants to the other party as follows: 2.1.1 Such party is an individual individual, or is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated. 2.1.2 Such party (a) has the power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary action on its part to authorize the execution and delivery of this Agreement a...nd the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such party, and constitutes a legal, valid, binding obligation, enforceable against such party in accordance with its terms. 2.1.3 All necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such party in connection with this Agreement have been obtained. 2.1.4 The execution and delivery of this Agreement and the performance of such party's obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of it. 2.2 ID4 Licensor Representations and Warranties. ID4 Licensor hereby represents and warrants to Company Oxis as follows: 2.2.1 ID4 Licensor (a) is the owner or exclusive licensee of the Licensed IP Rights and has the sole right to execute this Agreement on behalf of the other co-owner/inventors as evidenced by Schedule B, Agreement, and has not granted to any Third Party any license or other interest in the Licensed IP Rights, (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Licensed Patent Rights or which constitutes Licensed Know-How Rights, or (ii) by making, using or selling Products, and (c) is not aware of any infringement or misappropriation by a Third Party of the Licensed IP Rights. 4 Text marked [****] has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested for the omitted information. View More
