Acknowledgements and Covenants. (a) Each Party hereby acknowledges and agrees that it shall not (and it shall not cause or permit its applicable Affiliates and Subsidiaries to) at any time claim ownership of the Patents licensed to it by the other Party hereunder anywhere in the world.
(b) Each Party hereby acknowledges and agrees that, except as expressly set forth in the Separation Agreement, the Transition Services Agreement, this Agreement, or the other Ancillary Agreements, the other Party has no obligation whatsoever to provide support, maintenance, advice, services or any other assistance or any documentation or technical information of any kind in connection with the Patents licensed to such Party by the other Party hereunder.
(c) Without limiting any of the representations, warranties and covenants set forth in the Separation Agreement and the other Ancillary Agreements, each Licensee hereby acknowledges and agrees (i) that the Licensor shall have no responsibility with respect to the past, present or future validity, subsistence, enforceability, application and/or registration of any of the Patents licensed by such Party to the Licensee hereunder and (ii) that the Licensor may make decisions with respect to the prosecution, maintenance, abandonment, or lapse of all such Patents in its sole and absolute discretion.
Acknowledgements and Covenants of the Subscriber The Subscriber hereby acknowledges and agrees that: (a) this subscription is irrevocable, unconditional and non-transferable; (b) no prospectus has been filed by the Corporation with any of the securities regulatory authorities of the of Canada or the United States in connection with the issuance of the Subscriber's Units, no securities commission or similar regulatory authority has reviewed or passed on the merits of the Units, and there is no government or other insurance covering the Units; (c) the Corporation is distributing the Subscriber's Units in reliance on exemptions from the prospectus and registration requirements of the British Columbia Securities Act and the rules promulgated thereunder, together with the prospectus and registration requirements of any other applicable securities legislation and, as a result of the Subscriber acquiring the Units pursuant to such exemptions: (i) certain protections rights and remedies provided by the British Columbia Securities Act, including statutory rights of rescission or damages, will not be available to the Subscriber; (ii) the Subscriber may not receive information that might otherwise be required to be provided to the Subscriber under applicable securities laws; and (iii) the Subscriber is relieved from certain obligations that would otherwise apply under applicable securities laws; (d) the Subscriber will notify the Corporation immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing; (e) there will be restrictions on the Subscriber's ability to resell the Units and the Subscriber has been advised to consult its own legal advisers with respect to applicable resale restrictions and that it is solely responsible for complying with such restrictions (and the Corporation is not, in any manner, responsible for ensuring compliance by the Subscriber with such restrictions); (f) Bull, Housser & Xxxxxx has acted as legal counsel to the Corporation in connection with this Subscription Agreement and has not acted for the Subscriber, and the Subscriber is, in no way, relying on any advice sought from or given by Bull, Housser & Xxxxxx in connection with this Subscription Agreement; and (g) the Subscriber is responsible for obtaining such legal advice as the Subscriber considers appropriate in connection with the execution, delivery and performance by the Subscriber of this Subscription Agreem...
Acknowledgements and Covenants. (a) Each Party hereby acknowledges and agrees that it shall not at any time claim ownership or challenge the validity of the Intellectual Property licensed to it hereunder anywhere in the world.
(b) Each Party hereby acknowledges and agrees that, except as expressly set forth in this Agreement, the Separation Agreement, the Transition Services Agreement or any other Ancillary Agreement, the other Party has no obligation whatsoever to provide support, maintenance, advice, services or any other assistance or any documentation or technical information of any kind in connection with the Intellectual Property licensed by such Party hereunder.
(c) Each Party hereby acknowledges and agrees that, except as expressly set forth in this Agreement, the other Party shall have no responsibility with respect to the past, present or future validity, subsistence, enforceability, application and/or registration of any of the Intellectual Property licensed by such Party hereunder and may make decisions with respect to the prosecution, maintenance, abandonment, or lapse of all such Intellectual Property in its sole and absolute discretion.
(d) HD, on behalf of itself and its Affiliates, hereby covenants to LiveWire that none of HD or its Affiliates shall bring any Action against LiveWire or its Affiliates that alleges that the sale of (i) LiveWire Products as they exist as of the Separation Time, or (ii) any LiveWire Products supplied to LiveWire by HD, infringes or violates any trade dress rights owned by HD or its Affiliates.
Acknowledgements and Covenants. Nak’azdli, on its own behalf and on behalf of the Members, acknowledges and covenants that:
a. Provincial Agencies have and will for all purposes be deemed to have fulfilled any legal obligations of consultation and accommodation in relation to the Project and all Government Actions carried out before the Effective Date of the Agreement;
b. in relation to Government Actions which arise after the Effective Date of the Agreement, Provincial Agencies will be deemed to have fulfilled any and all legal obligations of consultation by complying with the Consultation and Accommodation Process (or, in the case of decisions made under the Environmental Assessment Act, with the process of consultation utilized by the Environmental Assessment Office); and
c. this Agreement resolves any and all past or future economic and financial demands or claims against Provincial Agencies in relation to all Government Actions with respect to the Project, including but not limited to claims related to issues of capacity funding, revenue generation, revenue-sharing and economic benefits, third-party studies or payments, or other compensation or disbursements of any kind.
Acknowledgements and Covenants. The Ktunaxa Parties acknowledge that forest revenues received by the Province fluctuate and that the Project Payments under this Project Appendix will vary over time.
Acknowledgements and Covenants. Novartis hereby acknowledges BeiGene’s ownership of all right, title and interest in and to the BeiGene Trademarks and hereby agrees that it will do nothing inconsistent with such ownership and that all use of the BeiGene Trademarks by Novartis shall inure to the benefit of and be on behalf of BeiGene. Novartis further agrees that (i) nothing in this Agreement shall give Novartis any right, title or interest in the BeiGene Trademarks other than the right to use the BeiGene Trademarks in accordance with this Agreement; (ii) it will not attack or challenge, nor will it assist others in attacking or challenging, BeiGene’s rights in the BeiGene Trademarks; and (iii) if, by virtue of Novartis’s use of the BeiGene Trademarks, Novartis acquires any equity, title or other rights in or to the BeiGene Trademarks, Novartis shall and hereby does assign and agrees to assign and transfer same to BeiGene.
Acknowledgements and Covenants. The Subscriber acknowledges and agrees that:
(a) No federal or state agency has passed on, recommended or endorsed the merits of the shares of Common Stock and Warrant or this Offering or made any findings or determination as to the fairness of this investment.
(b) The shares of Common Stock have not been registered under the Securities Act or any applicable state securities laws by reason of exemptions from the registration requirements of the Securities Act and such laws, and the shares of Common Stock and Warrant may not be sold, transferred, assigned, pledged or hypothecated or otherwise disposed of, in whole or in part, in the absence of an effective registration statement applicable thereto under the Securities Act and all applicable state securities laws, or unless an exemption from such registration is available.
(c) The Subscriber agrees and understands that the Subscriber will not sell, transfer, assign or otherwise dispose of the shares of Common Stock or Warrant any interest therein unless and until the Subscriber (i) complies with (x) all applicable requirements of federal and state securities laws and (ii) any requirements contained in any shareholder agreement or other agreement to which the Subscriber is a party; and (ii) in the absence of an effective registration statement, provides the Company with an opinion of counsel which is satisfactory to the Company (both as to the issuer of the opinion and the form and substance thereof) that the shares of Common Stock and Warrant may be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, and without violation of any applicable state securities laws (including any investor suitability standards).
(d) The Subscriber is aware that (i) the Company is an early stage publicly listed company on the Nasdaq market (Nasdaq: STAB) with limited revenue to date; (ii) investment in the Company involves a high degree of risk of total loss of investment incidental to the purchase of the shares of Common Stock, (iii) there is lack of liquidity and substantial restrictions on transferability of the shares of Common Stock and Warrant or any other interest in the Company and (iv) although the Company is currently exploring potential strategic relationships, none of such strategic transactions may materialize.
(e) The Subscriber has been furnished any and all materials that the Subscriber has requested relating to the Company or the Offering of t...
Acknowledgements and Covenants. You hereby agree not to use the Software for any purpose contrary to any statute, ordinance, or federal, state or local law applicable to you.
Acknowledgements and Covenants. 4.1 The Buyer represents and warrants to the Seller that the Buyer has:
(a) inspected, or had the opportunity to inspect;
(b) undertaken, or had the opportunity to undertake, due diligence investigations of; and
(c) made all enquiries as the Buyer saw fit with respect to: the Property, any improvements erected or installed thereon and the Land, and that the Buyer buys the Property in the condition it is in as at the Contract Date.
4.2 The Buyer agrees that the Buyer is satisfied and shall for all purposes be taken to be satisfied:
(a) by enquiry to relevant Authorities as to:
(i) the zoning of the Property;
(ii) any planning restrictions or other restrictions that may be imposed on the use(s) to which the Property can be put;
(iii) the fitness and suitability of the Property (and any improvements thereon) for any particular purpose or use;
(iv) any development which may take place on the Property;
(v) the location of the boundaries of the Property;
(vi) any improvements approved for construction on the Property; and
(vii) the status of compliance with the requirements of any law applicable to the Property; and
(b) by inspection as to:
(i) the nature, quality and state of repair and condition of the Property and all improvements thereon (if any);
(ii) the type and manner of construction of all improvements on the Property (if any);
(iii) the location of all boundaries, retaining walls, fences and services on or within the Property;
(iv) the nature and type of any services connected to the Property;
(v) any patent or latent defect in the Property whatsoever;
(vi) the value of the Property;
(vii) any financial return or income which may be able to be derived from the Property; and
(viii) all other matters or things whatsoever relating to the Property (and the Seller’s title thereto).
4.3 The Buyer acknowledges and agrees that:
(a) it has entered into this Contract in reliance solely on its inspection of the Property and has not relied on any brochures, plans, illustrations, photographs and other marketing or similar material provided by or on behalf of the Seller;
(b) the neighbouring properties to the Property may form part of the Seller’s rental or sale programs; and
(c) the Seller reserves the right, in its absolute discretion, to lease or sell those neighbouring properties within its programs and gives no warranty or commitment to the Buyer to make any unsold properties available for private usage in the future.
4.4 This Contract and the Annexures togethe...
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