ADM SUB REPRESENTATIONS Sample Clauses

ADM SUB REPRESENTATIONS. Except as otherwise disclosed on Schedule 8.2.2 attached hereto and incorporated herein by reference, ADM Sub represents and warrants, as of the Effective Date, that: (a) ADM Sub possesses the full legal right, authority and power to enter into this Agreement and to grant the licenses to the Joint Sales Company as set forth herein, and that no consent or approval is required in connection therewith; (b) to ADM Sub's Knowledge, the ADM Sub Patent Rights that, to ADM Sub's Knowledge, have specific application within the Field, are valid and enforceable within the Field, and ADM Sub has no Knowledge of any current or threatened claim by a Third Party that any of the ADM Sub Patent Rights that, to ADM Sub's Knowledge, have specific application within the Field, are invalid or unenforceable within the Field or would infringe a Third Party's Patent Rights if practiced in the Field; (c) there is no existing or, to ADM Sub's Knowledge, threatened litigation concerning the ownership or use within the Field of the ADM Sub Technology or ADM Sub Patent Rights that, to ADM Sub's Knowledge, have specific application within the Field; (d) all ADM Sub Patent Rights that have been prosecuted by ADM Sub (directly or through legal counsel) have been prosecuted in good faith; (e) to the Knowledge of ADM Sub, all ADM Sub Patent Rights that have been prosecuted by a Third Party (directly or through legal counsel) have been prosecuted in good faith; (f) ADM Sub has not sold, transferred, granted any licenses, or otherwise conveyed any rights in or to the ADM Sub Technology or ADM Sub Patent Rights that, to ADM Sub's Knowledge, have specific application within the Field, which sale, transfer, license or conveyance would prevent ADM Sub from granting the rights and licenses granted herein; (g) ADM Sub shall not Knowingly provide any false or misleading information to MBX in connection with the Technology Transfer or the performance of the Commercial Alliance; (h) ADM Sub has disclosed to MBX any information, which, to ADM Sub's Knowledge, identifies significant health or safety risks associated with the production or recovery of PHA Material or PHA Formulations; (i) to its Knowledge, ADM Sub can fulfill its obligations hereunder without violating, infringing or misappropriating any rights, including any contract, statutory or intellectual property rights or any confidentiality rights of any Third Party; (j) ADM Sub has no Knowledge of any existing or threatened acts by any Third P...
Sample 1
AutoNDA by SimpleDocs
ADM SUB REPRESENTATIONS. Except as otherwise disclosed on Schedule 4.5.2 attached hereto and incorporated herein by reference, ADM Sub represents and warrants, as of the Effective Date, that: *. ADM SUB DOES NOT MAKE ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER CONCERNING THE ADM SUB PATENT RIGHTS, THE ADM SUB TECHNOLOGY OR ITS RIGHTS THEREIN. ADM SUB HEREBY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR BELIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Sample 1
ADM SUB REPRESENTATIONS. Except as otherwise disclosed on Schedule 8.2.2 attached hereto and incorporated herein by reference, ADM Sub represents and warrants, as of the Effective Date, that: * * CONFIDENTIAL TREATMENT REQUESTED * ADM SUB DOES NOT MAKE ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER CONCERNING THE ADM SUB PATENT RIGHTS, THE ADM SUB TECHNOLOGY OR ITS RIGHTS THEREIN. ADM SUB HEREBY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Sample 1

Related to ADM SUB REPRESENTATIONS

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Seller Representations Seller hereby represents and warrants that:

  • Company Representations The Company represents and warrants to the Purchaser that:

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Restricted Stock Agreement, the Purchaser hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Holder Representations The Holder hereby represents and warrants to the Company that:

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT Seller and Parent jointly and severally represent and warrant to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Seller and each Shareholder represent and warrant, jointly and severally, to Buyer as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.