MBX REPRESENTATIONS Sample Clauses

MBX REPRESENTATIONS. Except as otherwise disclosed on Schedule 4.5.1 attached hereto and incorporated herein by reference, MBX represents and warrants, as of the Effective Date, that: (a) MBX possesses the full legal right; authority and power to enter into this Agreement and to grant the license to ADM Sub as set forth herein, and that no consent or approval is required in connection therewith; (b) to MBX's Knowledge, the MBX Patent Rights are valid and enforceable within the Field, and MBX has no Knowledge of any current or threatened claim by a third party that any of the MBX Patent Rights are invalid or unenforceable within the Field or that practicing any of the MBX Patent Rights or MBX Technology within the Field would infringe a third party's Patent Rights; (c) there is no existing or, to MBX's Knowledge, threatened litigation concerning the ownership or use within the Field of the MBX Technology or MBX Patent Rights; (d) all MBX Patent Rights that have been prosecuted by MBX (directly or through legal counsel) have been prosecuted in good faith; (e) to the Knowledge of MBX, all MBX Patent Rights that have been prosecuted by a third party (directly or through legal counsel) have been prosecuted in good faith; (f) MBX has not sold, transferred, granted any licenses, or otherwise conveyed any rights in or to the MBX Technology or MBX Patent Rights that would prevent MBX from granting the rights and licenses granted herein; (g) MBX shall not Knowingly provide any false or misleading information to ADM Sub in connection with the Technology Transfer or the performance of the Technical Alliance Program; (h) MBX has disclosed to ADM Sub any information, which, to MBX's Knowledge, identifies significant health or safety risks associated with the production or recovery of PHA Material or PHA Formulations; (i) to its Knowledge, MBX can fulfill its obligations hereunder without violating, infringing or misappropriating any rights, including any contract, statutory or intellectual property rights or any confidentiality rights of any third party; (j) MBX has no Knowledge of any existing or threatened acts by any third party that would infringe the MBX Technology or the MBX Patent Rights; (k) MBX has no Knowledge of any prior art that would render the MBX Patent Rights unpatentable; (l) the MBX Patent Rights include all of the patents and patent applications which MBX Controls which would be infringed by the research, development, manufacture, use, sale or importation of PHA Material...
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MBX REPRESENTATIONS. Except as otherwise disclosed on Schedule 4.5.1 attached hereto and incorporated herein by reference, MBX represents and warrants, as of the Effective Date, that: *. MBX DOES NOT MAKE ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER CONCERNING THE MBX PATENT RIGHTS, THE MBX TECHNOLOGY OR ITS RIGHTS THEREIN. MBX HEREBY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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MBX REPRESENTATIONS. Except as otherwise disclosed on Schedule 8.2.1 attached hereto and incorporated herein by reference, MBX represents and warrants, as of the Effective Date, that: * * CONFIDENTIAL TREATMENT REQUESTED * MBX DOES NOT MAKE ANY OTHER REPRESENTATION OR * CONFIDENTIAL TREATMENT REQUESTED 35 WARRANTY WHATSOEVER CONCERNING THE MBX PATENT RIGHTS, THE MBX TECHNOLOGY OR ITS RIGHTS THEREIN. MBX HEREBY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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Related to MBX REPRESENTATIONS

  • 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:

  • 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.

  • 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.

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

  • 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.

  • ERISA Representations Each Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or Similar Law, by accepting an interest or participation in a Note, is deemed to represent that its purchase, holding and disposition of that interest or participation is not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Note Owner is subject to Similar Law, the purchase, holding and disposition is not and will not result in a non-exempt violation of that Similar Law).

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

  • Seller Representations Seller hereby represents and warrants that:

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