By Aspen Sample Clauses

By Aspen. (1) Contemporaneous with the execution of this Settlement Agreement, Aspen, by its authorized representative, shall execute and deliver to Cabot a Release in the form attached hereto as Exhibit B. (2) Aspen covenants and agrees not to challenge or cause to be challenged, directly or indirectly, the validity or enforceability of (a) any of the Cabot Issued Patents, (b) any patent that actually is issued to or acquired by Cabot on or before July 1, 2007 on account of one or more of the licensed Patent Applications and Acquired Patents, or (c) any foreign counterparts of the patents in (b) regardless of when they are issued, in any court or tribunal, before any administrative body (including, without limitation, the United States Patent and Trademark Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. Office), or in any other public or private forum or proceeding. Aspen hereby waives any and all such invalidity and unenforceability claims and defenses in any future litigation, arbitration or other public or private proceeding. This covenant and waiver shall survive the termination of this Settlement Agreement and permanently shall bind Aspen, its successors, assignees, and those who act for or in concert with any of them (including, without limitation, any assignee of any of the Aspen Issued Patents).
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By Aspen. Aspen represents, warrants and covenants the following to BASF: (a) Aspen is a corporation duly organized and validly existing under the laws of the State of Delaware and has the full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; and (b) This Agreement has been duly and validly executed and delivered by Aspen and constitutes its valid and legally binding obligation enforceable in accordance with its terms. (c) To its knowledge, the Aspen Background IP does not misappropriate or infringe any third party Intellectual Property rights. (d) Aspen will not incorporate into the Foreground IP any subject matter that infringes or misappropriates any third party copyright or trade secret, or knowingly incorporate any subject matter that infringes any third party patent.
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By Aspen. (1) Aspen represents and warrants that it is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution or delivery of this Settlement Agreement or the performance of its obligations hereunder. (2) Aspen represents and warrants that this Settlement Agreement, including all exhibits and schedules hereto, and the CLA, as amended, constitute valid and legally binding obligations of Aspen, enforceable against it in accordance with their respective terms. (3) Aspen represents and warrants that Schedule III is a complete and accurate summary of all equity interests issued by Aspen on or before the date of this Agreement, showing for each class of interests (a) a description of the interest, (b) the total number issued, and (c) the aggregate cash consideration received by Aspen therefor. Since its incorporation, Aspen has not redeemed any of its equity interests. (4) Aspen represents and warrants that Schedules I and II are a complete and accurate summary as of the date hereof of all indebtedness of Aspen for money borrowed, or evidenced by a promissory note, showing for each type of indebtedness (a) the total principal and due date, (b) the interest rate or rates, (c) the principal amount held by Major Investors or their Affiliates, and (d) the principal amount held by other Aspen Equity Investors.
Sample 1
By Aspen. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (1) Aspen represents and warrants that it is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution or delivery of this Settlement Agreement or the performance of its obligations hereunder. (2) Aspen represents and warrants that this Settlement Agreement, including all exhibits and schedules hereto, and the CLA, as amended, constitute valid and legally binding obligations of Aspen, enforceable against it in accordance with their respective terms. (3) Aspen represents and warrants that Schedule III is a complete and accurate summary of all equity interests issued by Aspen on or before the date of this Agreement, showing for each class of interests (a) a description of the interest, (b) the total number issued, and (c) the aggregate cash consideration received by Aspen therefor. Since its incorporation, Aspen has not redeemed any of its equity interests. (4) Aspen represents and warrants that Schedules I and II are a complete and accurate summary as of the date hereof of all indebtedness of Aspen for money borrowed, or evidenced by a promissory note, showing for each type of indebtedness (a) the total principal and due date, (b) the interest rate or rates, (c) the principal amount held by Major Investors or their Affiliates, and (d) the principal amount held by other Aspen Equity Investors.
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By Aspen. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (1) Aspen represents and warrants that it is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution or delivery of this Settlement Agreement or the performance of its obligations hereunder. (2) Aspen represents and warrants that this Settlement Agreement, including all exhibits and schedules hereto, and the CLA, as amended, constitute valid and legally binding obligations of Aspen, enforceable against it in accordance with their respective terms. (3) Aspen represents and warrants that Schedule III is a complete and accurate summary of all equity interests issued by Aspen on or before the date of this Agreement, showing for each class of interests (a) a description of the interest, (b) the total number issued, and (c) the aggregate cash consideration received by Aspen therefor. Since its incorporation, Aspen has not redeemed any of its equity interests. (4) Aspen represents and warrants that Schedules I and II are a complete and accurate summary as of the date hereof of all indebtedness of Aspen for money borrowed, or evidenced by a promissory note, showing for each type of indebtedness (a) the total principal and due date, (b) the interest rate or rates, (c) the principal amount held by Major Investors or their Affiliates, and (d) the principal amount held by other Aspen Equity Investors.
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