Common use of Licensor’s Representations and Warranties Clause in Contracts

Licensor’s Representations and Warranties. The licensor hereby makes the following representations and warranties to the licensee by the agreement day and the delivery day: 3.1 The licensor is a company officially established in accordance with China law and exists. 3.2 The licensor owns all necessary company legal person capacity and authorization, without needing any consent or approval of any governmental agency as to sign and deliver the agreement, perform its obligation under the agreement and complete the transaction planned in the agreement. The licensor has officially and effectively signed and delivered the agreement, and the agreement forms the licensor’s legal, effective and obligation with binding force and can be enforced in accordance with its articles. 3.3 The licensor signs and delivers the agreement, completes the transaction planned in the agreement and obeys the stipulation of the agreement, and shall not violate the stipulations at present and in the future: (a) violate the current constitution of the licensor, or confront with it; (b) violate any law that is applicable to the licensor or any of its assets, property or business, or confront with it; (c) form contract violation of any document, contract, obligation or under the agreement with the licensor as one party, or the licensor or its assets may be bound by it or influenced; or (d) cause setting any burden on any property or assets of the licensor. 3.4 The licensor is the only owner that owns and monopolizes all licensed trademarks, and owns effective right to use, sell, transfer and deliver all licensed trademarks, and does not carry any burden or obligation to other party. 3.5 All licensed trademarks shall be valid and exists, and has never been waived, and all necessary registration fee maintenance fee and extended exhibition fee relating to it has been paid. The licensor or its affiliated company, employees, management personnel or director have all not taken or fail to take any action to be enough to cause any licensed trademark to be invalid, unenforceable or unable to exist. 3.6 The licensed trademarks are controlled in any way to limit the use, transfer or license of the licensed trademark or my influence the effectiveness and use of any licensed trademark, or any law procedure of enforceability, pending government order, reconciliation agreement or stipulation. 3.7 Use of the licensed trademarks has not and shall not cause infringement on any trademark right of any third party, or form unauthorized use, illegal use or violation.

Licensor’s Representations and Warranties. The licensor hereby makes the following representations Licensor represents and warranties to the licensee by the agreement day and the delivery daywarrants: 3.1 The licensor is a company officially established in accordance with China law and exists. 3.2 The licensor owns all necessary company legal person capacity and authorization, without needing any consent or approval of any governmental agency as to sign and deliver the agreement, perform its obligation under the agreement and complete the transaction planned in the agreement. The licensor has officially and effectively signed and delivered the agreement, and the agreement forms the licensor’s legal, effective and obligation with binding force and can be enforced in accordance with its articles. 3.3 The licensor signs and delivers the agreement, completes the transaction planned in the agreement and obeys the stipulation of the agreement, and shall not violate the stipulations at present and in the future: (a) violate The execution and delivery of this agreement and the current constitution performance by Licensor of the licensortransactions contemplated hereby, or confront with it; hove been duly authorized by all appropriate corporate action; (b) violate The grant of the rights and license hereby granted does not and will not constitute a breach or violation of any law that other agreement or understanding, written or oral, to which it is applicable to the licensor or any of its assets, property or business, or confront with it; a party; (c) form contract violation Licensor is the sole owner of the Licensed Trademark, free of any documentliens and encumbrances; the Licensed Trademark is valid and in force in the Original Countries and will be in any Amendment Country upon execution of the related amendment; the use by Licensee of the Licensed Trademark as contemplated in this agreement will not infringe upon or violate the rights of any other person, contract, obligation firm or under the agreement with the licensor as one party, or the licensor or its assets may be bound by it or influenced; or corporation. (d) cause setting There are no proceedings, claims or actions pending or, to the knowledge of Licensor, threatened, relating to the Licensed Trademark; (e) Licensor is not itself presently manufacturing in the Territory or having manufactured on its behalf by any burden on third party any property cosmetic product bearing the Licensed Trademark; (f) Licensor has no inventory of any products bearing the Licensed Trademark in the Territory or assets of intended for sale in the licensor.Territory; 3.4 The licensor is (g) No third party has the only owner that owns and monopolizes all licensed trademarks, and owns effective right to useship products bearing the Licensed Trademark into the Territory or to sell or distribute products bearing the Licensed Trademark in the Territory; and (h) There is no agreement or understanding, sellwritten or oral, transfer between Licensor and deliver all licensed trademarks, its affiliates on the one hand and does not carry any burden or obligation to Pharmacal and its affiliates on the other party. 3.5 All licensed trademarks shall be valid and exists, and has never been waived, and all necessary registration fee maintenance fee and extended exhibition fee hand relating to it has been paid. The licensor the manufacture, distribution or its affiliated companysale of products bearing the Licensed Trademark in the Territory, employees, management personnel or director have all not taken or fail to take any action other than an agreement providing solely for the payments to be enough made to cause any licensed trademark Pharmacal by Licensee pursuant to be invalid, unenforceable or unable to existparagraph 6 of this agreement. 3.6 The licensed trademarks are controlled in any way to limit the use, transfer or license of the licensed trademark or my influence the effectiveness and use of any licensed trademark, or any law procedure of enforceability, pending government order, reconciliation agreement or stipulation. 3.7 Use of the licensed trademarks has not and shall not cause infringement on any trademark right of any third party, or form unauthorized use, illegal use or violation.

Licensor’s Representations and Warranties. The licensor hereby makes 18.1 Licensor represents and warrants that it: i) is the following representations owner of all rights licensed hereunder and warranties it has not granted, assigned or licensed any rights in the Property to any third party; ii) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; and iii) to the licensee by best of Licensor’s knowledge, as of the agreement day date hereof, there are no adverse claims against the Property; and iv) has the delivery day: 3.1 The licensor is a company officially established in accordance with China law unrestricted right, power and exists. 3.2 The licensor owns all necessary company legal person capacity authority to enter into this Agreement and authorization, without needing any consent or approval of any governmental agency as to sign and deliver the agreement, perform its obligation under obligations hereunder; and vi) neither the agreement execution and complete delivery of this Agreement nor the transaction planned in the agreement. The licensor has officially and effectively signed and delivered the agreement, and the agreement forms the licensor’s legal, effective and obligation with binding force and can be enforced in accordance with its articles. 3.3 The licensor signs and delivers the agreement, completes the transaction planned in the agreement and obeys the stipulation consummation of the agreement, and shall not violate the stipulations at present and in the futureactions contemplated hereby will: (a) violate the current constitution any provisions of the licensorits charter documents, or confront with it; (b) violate, conflict with or constitute a default under any contract to which it is a party or (c) violate any law that is applicable binding on it. 18.2 Licensor hereby indemnifies and agrees to defend and hold harmless Licensee, their officers, employees and directors from and against any and all claims, demands, losses, costs and expenses (including attorneys’ fees reasonably incurred by Licensee), damages, judgments, penalties and liabilities of any kind or nature whatsoever arising out of, resulting from any breach of any representation, warranty or covenant of Licensor hereunder. 18.3 Should any third party assert a claim, demand, or cause of action against Licensee and/or Licensor contesting Licensor’s ownership in and to the licensor or any of Property under this Agreement, Licensor shall have the right at its assetsoption, property or businessbut not the obligation, or confront with it; (c) form contract violation to undertake and conduct the defense of any documentsuch claim, contractdemand or cause of action. Licensee may, obligation or under but shall not be obligated to join in such defense and be represented by its own counsel, at its own expense. Licensee and Licensor shall discuss in good faith and mutually make any decision concerning the agreement with the licensor as one party, or the licensor or its assets may be bound by it or influenced; or (d) cause setting any burden on any property or assets of the licensor. 3.4 The licensor is the only owner that owns and monopolizes all licensed trademarks, and owns effective right to use, sell, transfer and deliver all licensed trademarks, and does not carry any burden or obligation to other party. 3.5 All licensed trademarks shall be valid and exists, and has never been waived, and all necessary registration fee maintenance fee and extended exhibition fee relating to it has been paid. The licensor or its affiliated company, employees, management personnel or director have all not taken or fail to take any action to be enough to cause any licensed trademark to be invalid, unenforceable or unable to exist. 3.6 The licensed trademarks are controlled in any way to limit the use, transfer or license of the licensed trademark or my influence the effectiveness and use disposition of any licensed trademarkclaim, demand or any law procedure cause of enforceability, pending government order, reconciliation agreement or stipulationaction which involves the Property. 3.7 Use of the licensed trademarks has not and shall not cause infringement on any trademark right of any third party, or form unauthorized use, illegal use or violation.

Licensor’s Representations and Warranties. The licensor hereby makes Licensor represents and warrants to Licensees that: (i) Licensor has the following representations requisite company power and warranties authority to enter into this Agreement and to perform its obligations hereunder and its board of managers has duly authorized the licensee by the agreement day execution and delivery of this Agreement and the delivery day:completion of its obligations hereunder; 3.1 The licensor is (ii) This Agreement has been duly executed and constitutes a company officially established in accordance with China law valid and exists. 3.2 The licensor owns all necessary company legal person capacity and authorizationbinding obligation of Licensor, without needing any consent or approval of any governmental agency as to sign and deliver the agreement, perform its obligation under the agreement and complete the transaction planned in the agreement. The licensor has officially and effectively signed and delivered the agreement, and the agreement forms the licensor’s legal, effective and obligation with binding force and can be enforced enforceable by Licensees against Licensor in accordance with its articles. 3.3 The licensor signs terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and delivers other applicable laws affecting the agreement, completes enforcement of creditors’ rights generally and subject to the transaction planned qualification that equitable remedies may be granted only in the agreement discretion of a court of competent jurisdiction. There are no other agreements, written or oral, with any third party in conflict herewith; (iii) The execution and obeys delivery by Licensor of this Agreement and the stipulation performance by it of its obligations hereunder and the completion of its obligations hereunder will not violate, conflict with or result in a breach of any provision of the agreement, organizational documents of Licensor and shall not violate the stipulations at present and in the futurewill not: (a) violate the current constitution violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of the licensortrust, mortgage, bond, instrument, authorization, license or confront with itpermit to which Licensor is a party or by which Licensor is bound; or (ii) any law, regulation, rule or order of any governmental entity to which Licensor is subject or by which Licensor is bound; (b) violate give rise to any law that is applicable to the licensor or any right of its assets, property or businesstermination, or confront with itthe acceleration of any indebtedness, under any such agreement, contract, indenture, authorization, deed of trust, mortgage, bond, instrument, license or permit of the Licensor; or (c) form contract violation give rise to any rights of first refusal or rights of first offer, trigger any documentchange in control or influence provisions or any restriction or limitation under any such agreement, contract, obligation indenture, authorization, deed of trust, mortgage, bond, instrument, license or under the agreement with the licensor as one partypermit, or result in the licensor imposition of any encumbrance, charge or lien upon any of Licensor’s assets; (iv) Except as otherwise provided herein, no authorization, consent or approval of, or filing with, any governmental entity or any court or other authority is necessary on the part of Licensor for the consummation by Licensor of its assets may be bound by obligations in connection with this Agreement; (v) There are no claims, litigation, or other proceedings pending or threatened against Licensor which would adversely affect the rights of Licensees hereunder (vi) Licensor acknowledges and covenants that nothing in this Agreement shall limit or restrict Licensees’ right, title, and interest in and to any intellectual property, not specifically identified in this Agreement, excluding for clarity, intellectual property related to the Marijuana Use as provided herein. For the avoidance of doubt, Licensor acknowledges Licensees’ ownership and exclusive rights in the CHARLOTTE’S WEB, CW, CW SIMPLY, CW HEMP and Web Design marks, as well as Licensees’ right to file in its own name applications for trademark and service m▇▇▇ registrations in connection with these marks. Licensor agrees that it will not oppose or influenced; interfere with, or (d) cause setting any burden on any property assist others in opposing or assets interfering with, Licensees’ use and registration of the licensor.CHARLOTTE’S WEB, CW, CW SIMPLY, CW HEMP and Web Design marks (or any similar variation thereof) and that Licensor shall not apply to register a m▇▇▇ that incorporates the CHARLOTTE’S WEB, CW, CW SIMPLY, CW HEMP or Web Design marks (or similar variation thereof). Nothing in this Paragraph shall prohibit the Brothers from mentioning the Licensee for the limited purpose of referring to the Brothers’ role as founders of Licensee; and 3.4 The licensor is (vii) To the only owner that owns and monopolizes all licensed trademarks, and owns effective right to use, sell, transfer and deliver all licensed trademarks, and does not carry any burden or obligation to other party. 3.5 All licensed trademarks shall be valid and exists, and has never been waived, and all necessary registration fee maintenance fee and extended exhibition fee relating to it has been paid. The licensor or its affiliated company, employees, management personnel or director have all not taken or fail to take any action to be enough to cause any licensed trademark to be invalid, unenforceable or unable to exist. 3.6 The licensed trademarks are controlled in any way to limit the use, transfer or license knowledge of the licensed trademark or my influence Brothers, the effectiveness and use of any licensed trademark, or any law procedure of enforceability, pending government order, reconciliation agreement or stipulation. 3.7 Use the Name and Likeness for the existing product lines of the licensed trademarks has Business in the United States and Canada will not and shall not cause infringement on any trademark right violate or infringe the rights of any third party. Except as provided in the immediately prior sentence, Licensor makes no representation or form unauthorized use, illegal use warranty with respect to whether the exploitation of the Name and Likeness is or violationwill be free from infringement on a worldwide basis.

Licensor’s Representations and Warranties. As a material inducement to Licensee to enter into this Agreement, Licensor represents and warrants to Licensee as follows: Licensor is the exclusive Licensee of the patented Technology. The licensor hereby makes Licensed Technology is all of the following representations and warranties to the licensee Intellectual Property used by the agreement day and the delivery day: 3.1 The licensor is a company officially established in accordance with China law and exists. 3.2 The licensor owns all necessary company legal person capacity and authorization, without needing any consent or approval of any governmental agency as to sign and deliver the agreement, perform its obligation under the agreement and complete the transaction planned Licensor in the agreementconduct of its business. The licensor has officially and effectively signed and delivered the agreement, and the agreement forms the licensor’s legal, effective and obligation with binding force and can be enforced in accordance with its articles. 3.3 The licensor signs and delivers the agreement, completes the transaction planned in the agreement and obeys the stipulation of the agreement, and shall not violate the stipulations at present and in the future: (a) violate the current constitution of the licensor, or confront with it; (b) violate any law that is applicable to the licensor or any of its assets, property or business, or confront with it; (c) form contract violation of any document, contract, obligation or under the agreement with the licensor as one party, or the licensor or its assets may be bound by it or influenced; or (d) cause setting any burden on any property or assets of the licensor. 3.4 The licensor is the only owner that owns and monopolizes all licensed trademarks, and owns effective right to use, sell, transfer and deliver all licensed trademarks, and Licensed Technology does not carry any burden infringe upon or obligation to other party. 3.5 All licensed trademarks shall be valid and exists, and has never been waived, and all necessary registration fee maintenance fee and extended exhibition fee relating to it has been paid. The licensor or its affiliated company, employees, management personnel or director have all not taken or fail to take any action to be enough to cause any licensed trademark to be invalid, unenforceable or unable to exist. 3.6 The licensed trademarks are controlled in any way to limit misappropriate the use, transfer or license of the licensed trademark or my influence the effectiveness and use of any licensed trademark, or any law procedure of enforceability, pending government order, reconciliation agreement or stipulation. 3.7 Use of the licensed trademarks has not and shall not cause infringement on any trademark right Intellectual Property of any third party. The Licensed Technology is free and clear of all claims, mortgages, pledges, security interest, charges, liens, restrictions and encumbrances of any kind. Licensor owns or has the legally enforceable right (except as (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses or the discretion of the court before which proceedings therefor may be brought) to use all Intellectual Property utilized in connection with its business as presently conducted. There are no claims pending or, to the knowledge of Licensor, threatened, alleging that Licensor is or has been in violation of any contract governing Licensor's use of the Licensed Technology or is or has otherwise been infringing on the rights of any third party with respect to the Licensed Technology, or form otherwise challenging the ownership rights or the rights of Licensor to use the Licensed Technology; and Licensor has no knowledge of any valid grounds for any such bona fide claims. To the knowledge of Licensor, there is no unauthorized use, illegal infringement or misappropriation of any of the Licensed Technology by any third party, including any employee or former stockholder or employee of Licensor. Licensor has not received any written notice to the effect that the use of the Licensed Technology by Licensor conflicts with any Intellectual Property rights of any person. Licensor has not granted a license or violationcovenant not to sue has been granted to any third party to any third party to make, h▇▇▇ made, use, offer to sell, sell, import, develop, market or distribute the Licensed Products or any similar products based upon the Licensed Technology in the Licensed Territory.

Licensor’s Representations and Warranties. The licensor hereby makes Licensor warrants and represents that: A. It is a corporation duly organized, validly existing and in good standing under the following representations laws of Delaware with all requisite power and warranties authority to carry on its business as presently conducted in all jurisdictions where presently conducted, to enter into this Agreement and to carry out the transactions which are contemplated herein. B. The Licensor has full right, power and legal capacity to enter into this Agreement and to consummate the transactions which are provided for herein. The execution of this Agreement by the Licensor, and its delivery to the licensee Licensee, and the consummation of the transactions which are contemplated herein have been duly approved and authorized by all necessary action by the agreement day Licensor's Board of Directors and no further authorization shall be necessary on the delivery day:part of the Licensor for the performance and consummation by the Licensor of the transactions which are contemplated by this Agreement. 3.1 C. The licensor is a company officially established business and operations of the Licensor have been and are being conducted in accordance with China law all applicable laws, rules and existsregulations of all authorities which affect the Licensor or its properties, assets, businesses or prospects. The performance of this Agreement shall not result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any property of the Licensor or cause an acceleration under any arrangement, agreement or other instrument to which the Licensor is a party or by which any of its assets is bound. The Licensor has performed all of its obligations which are required to be performed by it pursuant to the terms of any such agreement, contract or commitment. 3.2 D. All the contracts listed in Schedule "B" have been entered into in the ordinary course of business and neither the Licensor nor any other party to any such contract is in default under any such contract. The licensor owns all necessary company legal person capacity and authorization, without needing any consent Licensor is not a guarantor of payment or approval collection of any governmental agency as to sign and deliver the agreement, perform obligation. The Licensor has not assigned any of its obligation under the agreement and complete the transaction planned rights in the agreement. The licensor has officially and effectively signed and delivered the agreement, and the agreement forms the licensor’s legal, effective and obligation with binding force and can be enforced Contracts in accordance with its articleswhole or in part. 3.3 E. The licensor signs and delivers the agreement, completes the transaction planned in the agreement and obeys the stipulation Licensor does not know or have any reason to believe that any of the agreementproducts or items developed, and shall not violate manufactured or sold by the stipulations at present and in the future: (a) violate the current constitution of the licensorLicensor, or confront with it; (b) violate any law that is applicable to the licensor or any of the processes, techniques, know how or designations used in its assets, property or business, infringes on any patents, trademarks or confront copyrights. The Licensor has the sole and exclusive right to conduct the business it currently performs with it; (c) form contract violation respect to the Products set forth on Schedule "A". The Licensor has not granted any other right or license for use of any document, contract, obligation or under the agreement with the licensor as one party, or the licensor or its assets may be bound by it or influenced; or (d) cause setting any burden on any property or assets of the licensor. 3.4 The licensor is the only owner that owns and monopolizes all licensed trademarks, and owns effective right to use, sell, transfer and deliver all licensed trademarksProducts set forth on Schedule "A", and does not carry know or have any burden or obligation reason to other party. 3.5 All licensed trademarks shall be valid and exists, and has never been waived, and all necessary registration fee maintenance fee and extended exhibition fee relating believe that there are any claims of third parties to it has been paid. The licensor or its affiliated company, employees, management personnel or director have all not taken or fail to take any action to be enough to cause any licensed trademark to be invalid, unenforceable or unable to exist. 3.6 The licensed trademarks are controlled in any way to limit the use, transfer or license of the licensed trademark or my influence the effectiveness and use of any licensed trademarkof the Products set forth on Schedule "A". F. No representation or warranty of the Licensor which is contained in this Agreement, or in a writing furnished or to be furnished pursuant to this Agreement contains or shall contain any law procedure untrue statement of enforceabilitya material fact, pending government orderomits or shall omit to state any material fact which is required to make the statements which are contained herein or therein, reconciliation agreement or stipulationin the light of the circumstances under which they were made, not misleading. There is no material fact relating to the Products which would adversely affect same which has not been disclosed to the Licensee. 3.7 Use G. It shall not be a defense to a suit for damages for any misrepresentation or breach of covenant or warranty that the Licensee knew or had reason to know that any covenant, representation or warranty in this Agreement or furnished or to be furnished to the Licensee contained untrue statements. H. The Licensor is the sole and exclusive owner of the Products; I. The Licensor has the right to license the Products as herein licensed trademarks and to assign the Contracts as herein assigned; J. The Licensor, in whole or in part, has not and shall granted any other right or license for use of the Products or assigned the Contracts. The Licensor has not cause infringement on assigned any trademark right of its rights in the Contracts in whole or in part. K. Neither the Products nor any significant part of any third party, or form unauthorized use, illegal use or violationof them are in the public domain; and L. The Products conform in all material respects to the specifications and documents set forth in Exhibit "A".