Background Materials. Consultant agrees that if in the course of performing the Services, Consultant incorporates into any Company Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Consultant or in which Consultant has an interest, (i) Consultant shall inform Company, in writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention; and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Invention. Consultant shall not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Company Invention without Company's prior written permission.
Background Materials. The Sellers collected, and with respect to documents prepared by the Sellers, prepared the Background Materials in good faith. Without limiting the effectiveness of any qualification contained in any other representation or warranty in this Article III, the Background Materials constitute all documents and written materials in the Sellers’ possession (and in the possession of the Company and the Subject Companies) containing material information (exclusive of documents that contain information duplicative of information contained or incorporated in any other Background Materials) relating to the Company, the Projects and the Subject Companies, and the Background Materials, when taken as a whole, do not contain any untrue statement of a material fact concerning the Company or the Projects or the Subject Companies and the transactions contemplated by this Agreement. Neither Seller has knowingly omitted any material fact from the Background Materials, which would be necessary to make the statements and information contained in the Background Materials, when taken in their entirety, not misleading. Notwithstanding anything in this Section 3.30, no representation or warranty is made with respect to any Background Materials that are in the nature of projections other than that (i) they were prepared in good faith and on the basis of assumptions that were considered reasonable by the Sellers at the time made, and (ii) to the extent prepared on or after September 30, 2016 (which the Sellers acknowledge includes the Base Case Model), the Sellers continue to consider to be reasonable in all material respects.
Background Materials. Except as set forth in Section 4.22 of the Seller Disclosure Letter, to the Knowledge of the Sellers, the factual information posted by the Sellers to the Electronic Data Room, taken as a whole, is accurate and correct (or, where appropriate, estimated in good faith) in all material respects; provided, that no representation or warranty is made with regard to (i) information posted by the Sellers to the Electronic Data Room which was prepared by non-Affiliates of the Sellers or (ii) projections or other forward-looking statements posted by the Seller to the Electronic Data Room, and the Buyers acknowledge that they are not relying on any of the foregoing.
Background Materials. Consultant agrees that if in the course of performing the Services, Consultant incorporates into any Inventions developed hereunder any background materials owned by Consultant or in which Consultant has an interest (“Background Materials”), (i) Consultant shall inform the Company, in writing before incorporating such Background Materials into any Inventions; and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such Background Materials as part of or in connection with such Inventions. Consultant shall not incorporate any Background Materials owned by any third party into any Inventions without the Company’s prior written permission.
Background Materials. To the extent that Environmental 360, Inc. includes any Background Materials in the Results, then subject to all terms and conditions of this Agreement, Environmental 360, Inc. agrees to grant Customer a nonexclusive, nontransferable, royalty-free right and license (without the right to sublicense) to use such Background Materials as embodied in the applicable Results, solely for Customer’s internal business purposes.
Background Materials. During the Development Term, Apellis will reasonably promptly provide SFJ with copies of material documents, data and information Controlled by Apellis which are reasonably requested by SFJ and reasonably useful or necessary for SFJ to evaluate the Product and Development Program (the “Background Materials”). For clarity, Apellis will remain the sole owner of, and will retain all right, title and interest in, to and under all Background Materials, including all Intellectual Property related thereto, and subject to Article 11, the Background Materials will be Apellis Confidential Information. For the avoidance of doubt, Background Materials shall be Confidential Information of Apellis and subject to the restrictions set forth in Article 11.
Background Materials. During the Term, Opthea will provide Investor with [***]. For clarity, Opthea will remain the sole owner of, and will retain all right, title and interest in, to and under all Background Materials, including all Intellectual Property related thereto, and the Background Materials will be Confidential Information of Opthea.
Background Materials. To the Knowledge of Seller, all of the factual information posted by the Seller to the Electronic Data Room, taken as a whole, are accurate and correct (or, where appropriate, estimated in good faith) in all material respects when posted to the Electronic Data Room; provided that no representation or warranty is made with regard to (i) information posted by the Seller to the Electronic Data Room which was prepared by non-Affiliates of Seller or (ii) projections or other forward-looking statements posted by the Seller to the Electronic Data Room.
Background Materials. Buyer is experienced and knowledgeable in the oil and gas business and is aware of its risks. Buyer has been afforded the opportunity to examine the Records and materials made available to it by Seller in Seller’s offices with respect to the Assets (the “Background Materials”). The Background Materials include files, or copies thereof, that Seller has used in its normal course of business and may include other information about the Assets that Seller has compiled or generated. Buyer acknowledges that Seller has not made any representations or warranties as to the Background Materials except as provided in Article 6 and that Buyer may not rely on any of Seller’s estimates with respect to reserves, the value of Assets, projections as to future events or other internal analyses or forward looking statements.
Background Materials. Seller collected and, with respect to the documents prepared by Seller, prepared the written materials contained in the virtual and physical data rooms and Seller’s written responses to due diligence inquiries, as set forth in Schedule 3.1(a)(xxviii) (collectively, the “Background Materials”) in good faith. The Background Materials were provided to the Purchasers by the Seller in good faith. Without limiting the effectiveness of any qualification contained in any other representation or warranty in this Section 3.1(a), to Seller’s Knowledge, Seller has provided all documents in Seller’s possession containing material information (exclusive of documents that contain information duplicative of information contained or incorporated in any other Background Materials) relating to the Company, the Projects and the Project Companies and the Background Materials do not contain any untrue statement of a material fact concerning the Company or the Projects or the Project Companies and the transactions contemplated by this Agreement. Seller has not intentionally omitted any material fact or document from the Background Materials with the purpose of causing the Background Materials, when taken in their entirety, to be misleading.
