( a ) the assignor has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, and has duly executed and delivered this agreement which, therefore, constitutes a legal, valid and binding obligation of assignor enforceable against assignor in accordance with the agreement's terms, and the entering into of this agreement and the performance of assignor ’ s obligations hereunder does not and will not result in a breach of, default under, or conflict with any of the terms or provisions of any agreement or other instrument to which assignor is a party or by assignor is bound, or any statute, order, judgment or other law or ruling of any competent authority ; ( b ) to the best of the assignors ’ knowledge and belief after due inquiry, except as otherwise disclosed to assignee in writing, there are neither any adverse claims or challenges against, or to the ownership or title to, any of the licensed rights, and there are no outstanding agreements, options or other rights and interests to acquire or purchase the licensed rights or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the licensed rights except as provided in the license agreement ; and ( c ) the license agreement is in good standing as at the date hereof and no default has occurred therein. ( a ) the acquisition of the assignor by the assignee is not completed by march 31, 2015 ; ( b ) in the event that the assignee waives the condition in section 4 ( a ), the sales of the products have not generated gross revenues of $ 250, 000 within twelve months from the date hereof ; or ( c ) in the event that burt ensley does not complete the stock purchase agreement dated june 23, 2014 and amended on january 26, 2014 with vitaliy gorelik by april 30, 2015. ( a ) the assignee is entitled to rely on the representations and warranties and the statements and answers of the assignors contained in this agreement, and the assignors will hold harmless the assignee from any loss or damage it may suffer as a result of the assignors ’ failure to correctly complete this agreement ; ( b ) the assignor will indemnify and hold harmless the assignee and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss,