IP Representations and Warranties Sample Clauses

IP Representations and Warranties. University represents that (a) its employees have assigned to University their entire right, title, and interest in the Patent Rights and Biological Materials, and that it has authority to grant the rights and licenses set forth in this Agreement, (b) every person who may be involved in the development of the Patent Rights and Biological Materials has signed the University Participation Agreement, which assigns to University all rights in the Patent Rights and commercial rights in the Biological Materials, (c) to its knowledge, for any federal government-funded inventions claimed by the Patent Rights, University has made all notifications required under the Patent and Trademark Law Amendments Act of 1980 (Public Law 96-518; 35 U.S.C. 200-212), including any amendments thereto and all regulations promulgated thereunder, and (d) it has not granted any rights in the Patent Rights, Biological Materials or Licensed Know-How to any Third Party or University Affiliate that is inconsistent with the grant of rights in this Agreement. UNIVERSITY MAKES NO OTHER WARRANTIES CONCERNING THE PATENT RIGHTS, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Specifically, University makes no warranty or representation (i) regarding the validity or scope of the Patent Rights, (ii) that the exploitation of the Patent Rights or any Licensed Product will not infringe any patents or other intellectual property rights of a Third Party, and (iii) that any Third Party is not currently infringing or will not infringe the Patent Rights.
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Related to IP Representations and Warranties

  • 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.

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • 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.

  • Continuing representations and warranties The Borrower represents and warrants to the Bank that:

  • Your Representations and Warranties You represent and warrant to the Company that:

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

  • Perfection Representations and Warranties If the transfer of the Conveyed Assets under this Agreement is determined to be a pledge relating to a financing or is determined not to be an absolute sale and assignment, the Depositor makes the following representations and warranties on which the Issuer is relying in purchasing the Conveyed Assets. The representations and warranties are made as of the Closing Date, but shall survive the sale, transfer and assignment of the Conveyed Assets by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture:

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date:

  • Vendor’s Representations and Warranties 1. The Vendor represents and warrants to the Purchaser that:

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

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