Cxxx Representations Sample Clauses

Cxxx Representations. Cxxx represents and warrants that as of the Effective Date: (a) Cxxx has the right and power to enter into this Agreement; (b) its performance under this [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. WITH RESPECT TO ATTACHMENT A, SIX PAGES OF INFORMATION HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Agreement is not inconsistent with any obligation owed to a third party; (c) to its knowledge, Cardica’s practice of the covenant not to sxx granted to Cardica pursuant to Section 4.3 of this Agreement under the Cxxx Know-How, Cxxx Patents and Other Cxxx IP will not infringe any Patents owned or controlled by a Third Party; and (d) its employees and/or agents assigned to perform work under a Development Plan have executed agreements that enable Cxxx to gxxxx the rights it grants to Cardica under this Agreement. Additionally, Cxxx covenants that it shall not employ, contract with or retain any person or entity in connection with the development, manufacture and commercialization of Products in the Field pursuant to this Agreement who has been or is debarred by the FDA under 21 U.S.C. § 335(a) or disqualified as described in 21 C.F.R. §812.119.
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Cxxx Representations. Cxxx represents and warrants that as of the Effective Date: (a) Cxxx has the right and power to enter into this Agreement; (b) its performance under this Agreement is not inconsistent with any obligation owed to a third party; (c) to its knowledge, Cardica’s practice of the covenant not to sxx granted to Cardica pursuant to [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended
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Cxxx Representations. Cxxx represents and warrants that as of the Effective Date: (a) Cxxx has the right and power to enter into this Agreement; (b) its performance under this Agreement is not inconsistent with any obligation owed to a third party; (c) to its [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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Cxxx Representations. In exchange for the consideration described in Paragraph 3 and the other promises and undertakings of DGSE set out in this Agreement, which Cxxx acknowledges to be good and valuable consideration for his obligations hereunder, but subject to the terms and provisions of this Agreement including the last sentence of Paragraph 4(a) hereof, Cxxx hereby represents that he intends to irrevocably and unconditionally fully and forever release and discharge any and all claims he may have, have ever had or may in the future have, against DGSE arising out of, or in any way related to his hire, benefits, employment or separation from employment with DGSE as further explained and in accordance with Paragraph 4. Cxxx specifically represents, warrants and confirms that, other than claims related to DGSE’s fulfillment of its obligations under this Agreement as well as claims specifically reserved by Cxxx hereunder, (a) he has no claims, complaints or actions of any kind filed against DGSE Group with any court of law, or local, state or federal government or agency; and (b) he has not engaged in, and is not aware of, any unlawful conduct in relation to the business of DGSE. However, this general representation excludes, and Cxxx does not waive, release or discharge (1) any obligation of DGSE with respect to assignment of the Employment Agreement as set forth in Section 8.2 of the Employment Agreement (which Section 8.2 is incorporated herein by reference), (2) any right of Cxxx to be indemnified pursuant to DGSE’s bylaws or articles of incorporation as they exist as of the Effective Date of this Agreement or as DGSE’s bylaws or articles of incorporation may be amended, provided any such amendment does not reduce or diminish the indemnification rights applicable to Cxxx, (3) any obligation by DGSE to provide indemnification set forth in Section 10 the Employment Agreement (which Section 10 is incorporated herein by reference), or (4) any rights under this Agreement.
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Related to Cxxx Representations

  • Tax Representations Participant has reviewed with Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

  • 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:

  • Payer Representations For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.

  • Tax Representation The Grantee has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Award Agreement. The Grantee is relying solely on such advisors and not on any statement or representations of the Company or any of its agents. The Grantee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by the Award Agreement.

  • Your Representations You represent to the Company that you have read and fully understand this Agreement and the Plan and that your decision to participate in the Plan is completely voluntary. You also acknowledge that you are relying solely on your own advisors regarding the tax consequences of the Award. By signing below, you are agreeing that your electronic signature is the legal equivalent of a manual signature on this Agreement and you are agreeing to all of the terms of this Agreement, as of the Grant Date. Participant signature:

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

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

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

  • Payee Representations For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations specified below, if any:

  • Untrue Representations Each Party shall promptly notify the other Party in writing if such notifying Party becomes aware of any fact or condition that makes untrue, or shows to have been untrue, any schedule or any other information furnished to the other Party or any representation or warranty made in or pursuant to this Agreement or that results in the notifying Party’s failure to comply with any covenant, condition or agreement contained in this Agreement.

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