Common use of Representations and warranties of the Licensee Clause in Contracts

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. 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 province 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. As The Licensee hereby represents and warrants to Licensor that: A. the Licensee has full power, capacity and authority to execute and deliver this Agreement and each other Transaction Document to which it is a material inducement party and to consummate the Contemplated Transactions. The execution, delivery and performance of each Transaction Document and the consummation of the Contemplated Transactions to which the Licensee is a party have been duly and validly authorized and approved by the board of directors of the Licensee and all other corporate proceedings on the part of the Licensee are necessary or required to authorize the execution, delivery and performance by the Licensee of each Transaction Document or the consummation of the Contemplated Transactions to which it is a party have been duly and properly taken. This Agreement and the other Transaction Documents to which the Licensee is a party have been duly and validly executed and delivered by the Licensee, and (assuming the valid execution and delivery thereof by the other parties thereto) constitute the legal, valid and binding agreements of the Licensee, enforceable against the Licensee in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Licensor entering into discretion of the court before which any proceeding therefor may be brought (whether at law or in equity); B. the execution, delivery and performing performance by the Licensee of this AgreementAgreement and each other Transaction Document to which it is a party and the consummation of the Contemplated Transactions to which it is a party do not: (i) violate any provision of the Certificate of Incorporation of the Licensee; (ii) require the Licensee to obtain any consent, approval or action of or waiver from, or make any filing with, or give any notice to, any Governmental Body or any other person (the "Licensee Required Consents"); (iii) if the Licensee Required Consents are obtained prior to the date hereof, violate, conflict with or result in the breach or default under (with or without the giving of notice or the passage of time or both), or permit the suspension or termination of, any material Transferred Contract to which the Licensee is a party or by which the Licensee or its assets may be bound or subject; or (iv) if Licensee Required Consents are obtained prior to the date hereof, violate any Law or Order of any Governmental Body against, or binding upon, the Licensee represents, warrants and covenants that:or upon its assets or business; (a) The C. the Licensee is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporationNew Jersey, and has full corporate power all requisite power, authority required to operate its business as now conducted. The Licensee is duly qualified to conduct business as a foreign corporation and is in good standing in each state of the United States where the character of the properties owned or leased by the Licensee or the nature of its activities makes such qualification necessary; D. as of the Closing Date, the Licensee is solvent and possesses adequate financing to perform all of the Licensee's obligations under this Agreement and the Transaction Documents to which it is a party. There is no fact, matter or state of facts that exists as of the Closing Date (or that would so exist but for the giving of notice and/or the passage of time) that would in any material way render the Licensee unable to perform any and/or all of its respective obligations under this Agreement and the Transaction Documents to which it is a party; E. neither this Agreement, the Schedules hereto nor any of the Transaction Documents contains any untrue statement of a material fact with respect to the Licensee or omits to state a material fact necessary in order to make the statements contained herein or therein with respect to the Licensee not misleading; F. the Licensee has all legal right and authority to conduct its business activities as it contemplated by this Agreement; and G. except for Teather & Greenwood Limited, there is now being conductedno investment banker, brok▇▇, ▇▇nde▇ ▇▇ ▇▇▇▇r intermediary which has been retained by or is authorized 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 act on behalf 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, who might be entitled to any fee 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 commission from 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 herebyconsummation of the Contemplated Transactions. (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. 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. As a material inducement The Licensee hereby represents, and warrants to the Licensor entering into that each of the following representations and performing warranties are true, correct and complete as of the date of this Agreement, the Licensee represents, warrants and covenants thatAmendment: (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 all requisite corporate power and authority to conduct its business as it is now being conducted, to own execute 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 Amendment and to consummate the transactions contemplated hereby. (b) . The Licensee’s execution, execution and delivery and performance by the Licensee of this Agreement Amendment and all the consummation by the Licensee of the agreements and instruments executed in connection herewith or delivered pursuant hereto contemplated hereby have been duly authorized by all requisite necessary corporate action by on the part of the Licensee. No other corporate proceedings on the part of the Licensee are necessary to authorize this Amendment or to consummate the actions contemplated by this Amendment. This Agreement will be Amendment has been duly executed and delivered by the LicenseeLicensee and, assuming the due authorization, execution and delivery by Licensor, this Agreement Amendment constitutes the Licensee’s a legal, valid and binding obligation and is of the Licensee, enforceable against the Licensee in accordance with its terms. (cb) The None of the execution, delivery and or performance by the Licensee of this Agreement Amendment or the consummation by the Licensee of the actions contemplated hereby does not and or will not: (ia) contravenecontravene or conflict with the Licensees certificate of incorporation or bylaws, (b) contravene or conflict with, with or result in constitute a violation of any provision of any Applicable Laws binding upon or applicable to the Articles Licensee or to any of Incorporationits respective properties, Bylaws rights or other governing document of the Licensee, assets (c) (i) require consent, approval or waiver under, (ii) contravene constitute a default under or conflict withbreach of (with or without the giving of notice or the passage of time or both), (iii) violate, (iv) give rise to any right of termination, cancellation, amendment or result acceleration of any right or obligation of the Licensee or to a loss of any material benefit to which the Licensee is entitled, in a breach ofthe case of each of clauses (i) – (iv), under any agreement, provision of any contract or arrangement between other instrument or obligations binding upon the Licensee and or any other person, of its respective properties, rights or assets, (iiid) result in the violation by the Licensee creation or imposition of any law, rule or regulation applicable to lien on any of the Licensee’s properties, or (iv) require the approvalrights or assets, 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 representationsrequire any consent, conditions approval or warranties, either express waiver from any party pursuant to any provision of the Licensee’s certificate of incorporation or implied, regarding the Formulations or Productsbylaws.