Additional Representations, Warranties and Covenants by Adamis Sample Clauses

Additional Representations, Warranties and Covenants by Adamis. Adamis also hereby represents, warrants and covenants to Wxxxxx that (a) as of the Effective Date it has sufficient legal or beneficial title, ownership or license rights in or to the Licensed Technology and the Trademark to grant the license as purported to be granted in Section 7.1 pursuant to this Agreement; (b) as of the Effective Date, it has not received any notice from a Third Party alleging that (i) the practice of the Licensed Technology infringes or may infringe such Third Party’s intellectual property right, or (ii) any research, development or manufacture of the Product by Adamis prior to the Effective Date infringed or misappropriated the intellectual property rights of such Third Party; (c) it has not as of the Effective Date, and will not during the Term, grant any right to any Third Party under the Licensed Technology or the Trademark that would conflict with the licenses granted to Wxxxxx in this Agreement; and (d) to Adamis’ knowledge as of the Effective Date, there are no threatened or pending actions, claims or governmental investigations by or against Adamis that challenge the ownership of the Licensed Technology or the Product. If Wxxxxx or its Affiliates purchase Commercial Supply from Adamis, Adamis also provides the same representations and warranties regarding all such Product supplied to Wxxxxx that the Contract Manufacturer that manufactures such Product provides to Adamis under the [*].
Sample 1
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Related to Additional Representations, Warranties and Covenants by Adamis

  • Additional Representations, Warranties and Covenants Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrowers:

  • GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

  • Mutual Representations, Warranties and Covenants Each Party hereby represents, warranties, and covenants that:

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:

  • Company Representations, Warranties and Covenants The Company hereby represents, warrants and agrees as follows:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

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