Additional Kite Warranties Sample Clauses

Additional Kite Warranties. As of the Signing Date, Kite warrants to Amgen that: (a) Kite has full legal or beneficial title and ownership of, or an exclusive license to, the Kite Patents listed on Exhibit B (Kite IP) as is necessary to grant the licenses (or sublicenses) to Amgen to such Kite Patents that Kite purports to grant pursuant to this Agreement; (b) Exhibit B (Kite IP) is a complete and accurate list of all Patent Rights (i) owned by Kite or its Affiliates and (ii) to which Kite or its Affiliates have rights, in each case that claim or cover Kite Platform Technology; (c) Kite has the rights necessary to grant the licenses to Amgen to Kite Licensed Know-How that Kite purports to grant pursuant to this Agreement; (d) The Kite Patents owned by Kite are not subject to, and to Kite’s knowledge the Kite Patents licensed to Kite are not subject to, any liens or encumbrances and Kite has not granted to any Third Party any rights or licenses under such Patent Rights or Kite Licensed Know-How that would conflict with the licenses granted to Amgen hereunder. Except as expressly identified on Exhibit B (Kite IP), none of the Kite Patents are in-licensed by Kite. No patent application or registration within the Kite Patents is subject of any pending interference, opposition, cancellation or patent protest; (e) Table A of Exhibit B (Kite IP) lists all Third Party licenses and agreements pursuant to which Kite or its Affiliates has obtained rights to Kite Patents and Kite Licensed Know-How, and Kite has shared with Amgen complete and accurate copies of all such licenses and agreements; (f) No Third Party has made any claim or allegation to Kite or its Affiliates in writing that a Third Party has any right or interest in or to the Kite Patents listed on Exhibit B (Kite IP); and (g) Kite has no knowledge of any claim or litigation that has been brought or threatened in writing by any Third Party alleging that (i) the Kite Patents are invalid or unenforceable or (ii) the manufacture, use, sale, offer for sale, or importation of the Amgen Products (based upon the Amgen Targets existing as of the Signing Date) or products made using Kite Platform Technology infringes or misappropriates or would infringe or misappropriate any right of any Third Party.
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Additional Kite Warranties. As of the Signing Date, Kite warrants to Amgen that:
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Related to Additional Kite Warranties

  • Vendor’s Warranties CONTRACTOR irrevocably appoints the LEA its agent and attorney-in-fact during the term of this Agreement, so long as the LEA shall not be in default hereunder for the purpose of asserting from time to time whatever claims and rights which CONTRACTOR may have against the Vendor, including warranty claims with respect to the Accepted Buses, but for no other purpose whatsoever. The LEA’s sole remedy for the breach of a warranty shall be against the Vendor and not against CONTRACTOR, nor shall such matters have any effect whatsoever of this Agreement, including the LEA’s obligation to make timely Installment Payments hereunder. The LEA expressly acknowledges that CONTRACTOR makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties from the Vendor.

  • Manufacturer’s Warranties If a Lease Vehicle is covered by a Manufacturer’s warranty, the Lessee, during the Vehicle Term for such Lease Vehicle, shall have the right to make any claims under such warranty that the Lessor could make.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

  • Representations & Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement. 14.2 The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party: 14.2.1 will not result in a breach of any other Agreement to which it is a party; and 14.2.2 will not, to the best of its knowledge and belief, infringe the rights of any third party; and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for third party claims on such a basis.

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Representations, Warranties and Agreements You will make to each other Underwriter participating in an Offering the same representations, warranties, and agreements, if any, made by the Underwriters to the Issuer, the Guarantor, or the Seller in the applicable Underwriting Agreement or any Intersyndicate Agreement, and you authorize the Manager to make such representations, warranties, and agreements to the Issuer, the Guarantor, or the Seller on your behalf.

  • Representations, Warranties and Agreements of the Fund The Fund represents, warrants and agrees that: a. The Sub-Adviser has been duly appointed by the Board of Trustees of the Fund to provide investment services to the Portfolio Account as contemplated hereby. b. The Fund will deliver to the Sub-Adviser a true and complete copy of its then current Prospectus and Statement of Additional Information as effective from time to time and such other documents or instruments governing the investment of the Portfolio Account and such other information as is necessary for the Sub-Adviser to carry out its obligations under this Agreement. c. The Fund is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Fund by applicable law and regulations.

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