epresentations and Warranties. The Parties each represent, warrant, and agree that, in executing this Agreement, they do so with full knowledge of any and all rights that they may have with respect to the claims released in this Agreement and that they have received independent legal counsel from their attorneys with regard to the facts involved and the controversy herein compromised and with regard to their rights arising out of such facts. Each of the individuals executing this Agreement warrants that he or she has the authority to enter into this Agreement and to legally bind the party for which he or she is signing. Plaintiff hereby warrants and represents that he has not assigned any claim, right, or interest relating to the Released Claims to any other person or party and is fully entitled to release same.
epresentations and Warranties. The Borrower represents and warrants that:
epresentations and Warranties. 2.1. Producer warrants that it has, and shall maintain during the term of this Agreement, all licenses required to perform under the Agreement, and that it shall comply with all applicable laws required to perform under the Agreement.
2.2. Producer warrants and represents that it has in force Errors & Omissions insurance coverage with a limit per occurrence of at least one million dollars ($1,000,000). Producer further agrees that such Errors & Omission coverage will remain in force so long as the Subject Business remains in force. 4850-2446-0201.3
epresentations and Warranties. You hereby warrant and represent that:
a. The Materials are an original work of authorship created and designed solely by you, are capable of copyright protection throughout the universe, and, other than the Licensee rights referenced in Section 7 above, do not contain material that infringes, misappropriates or violates another’s rights, including but not limited to, any rights of privacy, publicity, copyright, trademark or any other intellectual property rights;
b. The Materials have not been made commercially available, submitted to any contests or promotions, or won any prizes or awards other than the Talenthouse Creative Brief;
c. You have obtained all consents, permissions, approvals, and any other clearances in the Materials necessary for Licensee to exercise the license hereunder and Licensee will not be required to obtain any further consents, permissions, or to pay any royalties, residuals, costs, fees or payments of any kind or nature that may be due or may become due in order to exercise the Licensed Rights; and
d. You have the right and power to enter into and fully perform this Agreement and grant the rights and licenses granted hereby;
e. This Agreement does not conflict with, constitute a breach of, or in any way violate any contract, agreement arrangement, or understanding to which you are a party or by which you are bound.
epresentations and Warranties. The Grantor represents and warrants to and in favor of the Lender as follows.
epresentations and Warranties. The representations and warranties made by the Company in Section 3 (as modified by the disclosures on the Schedule of Exceptions) shall be true and correct as of the date of the Initial Closing.
epresentations and Warranties. If any representation or warranty made by Crown in connection with the Loan or any of the Loan Documents was incorrect when made.
epresentations and Warranties. To induce the LENDER to extend the CREDIT FACILITY and to enter into this AGREEMENT, each of the BORROWERS makes the representations and warranties set forth in this Article 5. Each of the BORROWERS acknowledges the LENDERS justifiable right to rely upon these representations and warranties.
epresentations and Warranties. In connection with the purchase of the KNW Tokens, you represent to Company the following:
(a) You have full legal capacity, power and authority to accept these Terms and to perform your obligations hereunder.
(b) You are aware of the terms and conditions of the KNW Tokens and have acquired sufficient information about the KNW Tokens to reach an informed and knowledgeable decision to acquire the KNW Tokens.
(c) You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing the KNW Tokens.
(d) You understand that the KNW Tokens confer only the rights described in the Whitepaper, and confer no other rights of any form with respect to Knowledge, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights.
(e) You are not purchasing KNW Tokens for any uses or purposes, including but not limited to any investment, speculative or other financial purposes, which are not specified in the Whitepaper.
(f) You understand that the KNW Tokens are not digital currency, security, commodity or any other kind of financial instrument and have not been registered under the securities law of the United States or the securities laws of any other country, including the securities laws of any jurisdiction in which you reside.
(g) You have satisfied yourself as to the full observance of the laws of your jurisdiction in connection with any invitation to purchase the KNW Tokens or any use of these Terms, including (i) the legal requirements within its jurisdiction for the purchase of the KNW Tokens, (ii) any foreign exchange restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained.
(h) Your purchase, payment for, and continued beneficial ownership of the KNW Tokens will not violate any applicable laws of your jurisdiction.
(i) You shall comply with any applicable tax obligations in all relevant jurisdictions arising from the purchase of KNW Tokens.
(j) If you are purchasing Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, ...
epresentations and Warranties. The representations and warranties of the Company and the Company Warrantors previously given hereunder shall have been true and correct as of the date given and each of the representations and warranties of the Company and the Company Warrantors set forth in Section 5.1, Section 5.2, Section 5.3, Section 5.4, Section 5.7, Section 5.10(a), Section 5.12, Section 5.13, Section 5.14, Section 5.15(e), Section 5.16(a), Section 5.20, Section 5.21(a), Section 5.21(b), Section 5.22, Section 5.23 shall be true and correct as of the date of the Tranche 2 Closing, in all material respects as though made at such date with reference to the facts and circumstances existing at such time (except to the extent that a representation and warranty speaks as of an earlier date, in which case such representation and warranty shall be true as of such earlier date), and each of the Company and the Company Warrantors shall have delivered a certificate to such effect, dated the date of the Tranche 2 Closing, signed by a director or officer thereof.
