Business Representation and Warranty Sample Clauses

Business Representation and Warranty. AMD Inc. and AMD Fab 36 Holding represent and warrant that the rights transferred and licensed under Section 3 hereof will be sufficient for AMD Fab 36 KG to operate its business, namely the manufacture and supply of commercially viable, leading edge 300 mm CMOS wafers for advanced microprocessor production, starting with raw wafers and ending with wafers manufactured in accordance with the specifications referred to in the AMD Fab 36 Cost Plus Reimbursement Agreement, prior to the occurrence of a Trigger Event. Moreover, AMD Inc. and AMD Fab 36 Holding represent and warrant that they are legally permitted to transfer such rights and grant such licenses. AMD Inc. and AMD Fab 36 Holding undertake to refrain from knowingly taking actions that may negatively affect their ability to lawfully grant the licenses set forth in Section 3. Moreover, prior to the occurrence of a Trigger Event, AMD Inc. and AMD Fab 36 Holding undertake to use commercially reasonable efforts to obtain third party licenses that are essential for AMD Fab 36 KG to operate Fab 36 prior to the occurrence of a Trigger Event.
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Related to Business Representation and Warranty

  • Representation and Warranty The Executive hereby acknowledges and represents that he has had the opportunity to consult with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. Executive represents and warrants that Executive has provided the Company a true and correct copy of any agreements that purport: (a) to limit Executive’s right to be employed by the Company; (b) to prohibit Executive from engaging in any activities on behalf of the Company; or (c) to restrict Executive’s right to use or disclose any information while employed by the Company. Executive further represents and warrants that Executive will not use on the Company’s behalf any information, materials, data or documents belonging to a third party that are not generally available to the public, unless Executive has obtained written authorization to do so from the third party and provided such authorization to the Company. In the course of Executive’s employment with the Company, Executive is not to breach any obligation of confidentiality that Executive has with third parties, and Executive agrees to fulfill all such obligations during Executive’s employment with the Company. Executive further agrees not to disclose to the Company or use while working for the Company any trade secrets belonging to a third party.

  • Representation and Warranties The representations and warranties of Seller in Section 3 and of Purchaser in Section 4 shall be true and correct as of the Closing Date.

  • Purchaser Representations and Warranties Purchaser represents and warrants to Seller that as of the date hereof:

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Servicer’s Representations and Warranties The Servicer represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

  • Party A’s Representations and Warranties Party A represents and warrants as follows:

  • DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES Distributor represents and warrants that:

  • Buyer Representations and Warranties The Buyer represents and warrants to the Company and Seller that:

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Licensor’s Representations and Warranties Licensor represents and warrants to Licensee that:

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