Proprietary Rights and Warranty Claims Sample Clauses

Proprietary Rights and Warranty Claims. (a) Section 3.9(a)(i) of the Disclosure Schedule sets forth, with respect to each Proprietary Asset owned or used by IUMA (each a "IUMA Proprietary Asset" and collectively, the "IUMA Proprietary Assets") registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such IUMA Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Section 3.9(a)(ii) of the IUMA Disclosure Schedule identifies and provides a brief description of all other IUMA Proprietary Assets. Section 3.9(a)(iii) of the IUMA Disclosure Schedule identifies and provides a brief description of each Proprietary Asset licensed to IUMA by any Person (except for any Proprietary Asset that is licensed to IUMA under any third party software license generally available to the public at a cost of less than One Thousand Dollars ($1,000)), and identifies the license agreement under which such Proprietary Asset is being licensed to IUMA. Except as set forth in Section 3.9(a)(iv) of the IUMA Disclosure Schedule, IUMA has good, valid and marketable title to all IUMA Proprietary Assets identified in Sections 3.9(a)(i) and 3.9(a)(ii) of the IUMA Disclosure Schedule, free and clear of all liens and other encumbrances and of all third party licensed technology, and has a valid right to use all Proprietary Assets identified in Section 3.9(a)(iii) of the IUMA Disclosure Schedule. Except as set forth in Section 3.9(a)(v) of the IUMA Disclosure Schedule, IUMA is not obligated to make any payment to any Person for the use of any Proprietary Asset. Except as set forth in Section 3.9(a)(vi) of the IUMA Disclosure Schedule, IUMA has not developed jointly with any other Person any Proprietary Asset with respect to which such other Person has any rights. (b) Except as set forth in Section 3.9(b) of the IUMA Disclosure Schedule, IUMA has taken reasonable and customary measures and precautions necessary to protect and maintain the confidentiality and secrecy of all IUMA Proprietary Assets (except IUMA Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all IUMA Proprietary Assets. Except as set forth in the IUMA Disclosure Schedule, IUMA has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any Person of any of the IUMA Proprietary Assets used in or necessary for the conduct of business...
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Proprietary Rights and Warranty Claims. (a) Section 3.9(a)(i) of the Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by Target (each a "Target Proprietary Asset" and collectively, the "Target Proprietary Assets") registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Target Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Section 3.9(a)(ii) of the Target Disclosure Schedule identifies and provides a brief description of all other Target Proprietary Assets owned by Target. Section 3.9(a)(iii) of the Target Disclosure Schedule identifies and provides a brief description of each Proprietary Asset licensed to Target by any Person (except for any Proprietary Asset that is licensed to Target under any third party software license generally available to the public at a per unit cost of less than One Thousand Dollars ($1,000)), and identifies the license agreement under which such Proprietary Asset is being licensed to Target. Except as set forth in Section 3.9(a)(iv) of the Target Disclosure Schedule, Target has good, valid and marketable title to all Target Proprietary Assets identified in Sections 3.9(a)(i) and 3.9(a)(ii) of the Target Disclosure Schedule, free and clear of all liens and other encumbrances, and, except as disclosed in Section 3.9 of the Target Disclosure Schedule, Target has a valid right to use all Proprietary Assets identified in Section 3.9(a)(iii) of the Target Disclosure Schedule in its business as it is currently conducted. Except as set forth in Section 3.9(a)(v) of the Target Disclosure Schedule, Target is not obligated to make any payment to any Person for the use of any Proprietary Asset. Except as set forth in Section 3.9(a)(vi) of the Target Disclosure Schedule, Target has not developed jointly with any other Person any Proprietary Asset with respect to which such other Person has any rights. (b) Except as set forth in Section 3.9(b) of the Target Disclosure Schedule, Target has taken reasonable and customary measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Target Proprietary Assets (except Target Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Target Proprietary Assets. Except as set forth in the Target Disclosure Schedule, Target has not disclosed or delivered to any...
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Proprietary Rights and Warranty Claims. (a) Seller has good, valid and marketable title to the Intellectual Property of Seller, free of all liens and other encumbrances, and has a valid right to use all Intellectual Property. Seller is the exclusive owner of all Intellectual Property. (b) The Panda Software and associated documentation are original works of authorship. Exhibit "M" correctly sets forth all patents, Trademarks and copyrights included as part of the Intellectual Property. (c) Seller has taken all commercially reasonable and customary measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Intellectual Property (except such Intellectual Property whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all such Proprietary Assets. Seller has not (other than pursuant to the OEM contracts listed in Exhibit "B") disclosed or delivered to any individual or entity, or permitted the disclosure or delivery to any individual or entity of (i) the source code, or any portion or aspect of the source code, of the Panda Software, or (ii) the object code, or any portion or aspect of the object code of the Panda Software (other than pursuant to nonexclusive licenses to end users pursuant to the end user license agreements listed on Exhibit "M" in the ordinary course of business, copies of which have been provided to Buyer. (d) Seller is not infringing, misappropriating or making unlawful use of, and Seller has not at any time infringed, misappropriated or made any unlawful use of, or received any notice or other communication (in writing or otherwise), except from SNAP System of any actual, alleged, possible or potential infringement, misappropriation or unlawful use of any proprietary asset owned or used by any other third party. To Seller's knowledge, no third party is infringing, misappropriating or making any unlawful use of the Intellectual Property. (e) The Panda Software conforms in all material respects with any specification, documentation, performance standard, representation or statement made or provided with respect thereto by or on behalf of Seller. (f) The Intellectual Property constitutes all the proprietary assets necessary, in Seller's reasonable judgment, to enable Buyer to conduct the Panda Business in the manner in which such business has been and is being conducted. Seller has not licensed any of the Intellectual Property on an exclusive basis and Seller has not entered into any covenant n...
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Proprietary Rights and Warranty Claims. (a) Part 2.8 of the NSA and NetSoft Disclosure Schedule sets forth, with respect to each NSA Proprietary Asset and NetSoft Proprietary Asset registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such NSA Proprietary Asset or NetSoft Proprietary Asset and (ii) the names of the jurisdictions covered by the applicable registration or application. Part 2.8 of the NSA and NetSoft Disclosure Schedule identifies and provides a brief description of all other NSA Proprietary Assets and NetSoft Proprietary Assets owned by either NSA or NetSoft.
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Proprietary Rights and Warranty Claims. (a) Section 3.9(a)(i) of the Disclosure Schedule sets forth, with respect to each Proprietary Asset owned or used by Nordic (each a "Nordic Proprietary Asset" and collectively, the "Nordic Proprietary Assets") registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Nordic Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Section 3.9(a)(ii) of the Nordic Disclosure Schedule identifies and provides a brief description of all other Nordic Proprietary Assets. Section 3.9(a)(iii) of the Nordic Disclosure Schedule identifies and provides a brief description of each Proprietary Asset licensed to Nordic by any Person (except for any Proprietary Asset that is licensed to Nordic under any third party software license generally available to the public at a cost of less than One Thousand Dollars ($1,000)), and identifies the license agreement under which such Proprietary Asset is being licensed to Nordic. Except as set forth in Section 3.9(a)(iv) of the Nordic Disclosure Schedule, Nordic has good, valid and marketable title to all Nordic Proprietary Assets identified in Sections 3.9(a)(i) and 3.9(a)(ii) of the Nordic Disclosure Schedule, free and clear of all liens and other encumbrances and of all third party licensed technology, and has a valid right to use all Proprietary Assets identified in Section 3.9(a)(iii) of the Nordic Disclosure Schedule. Except as set forth in Section 3.9(a)(v) of the Nordic Disclosure Schedule, Nordic is not obligated to make any payment to any Person for the use of any Proprietary Asset. Except as set forth in Section 3.9(a)(vi) of the Nordic Disclosure Schedule, Nordic has not developed jointly with any other Person any Proprietary Asset with respect to which such other Person has any rights. (b) Except as set forth in Section 3.9(b) of the Nordic Disclosure Schedule, Nordic has taken reasonable and customary measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Nordic Proprietary Assets (except Nordic Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Nordic Proprietary Assets. Except as set forth in the Nordic Disclosure Schedule, Nordic has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any Person of any of the Nordic Proprietary A...
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Proprietary Rights and Warranty Claims. 6 2.5 Contracts. . . . . . . . . . . . . . . . . . . . . . .7 2.6 Orders, Commitments and Returns. . . . . . . . . . . .8 2.7
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Proprietary Rights and Warranty Claims. (a) Section 3.8(a)(i) of the Disclosure Schedule sets forth, with respect to each Proprietary Asset owned or used by Concept (each a "Concept Proprietary Asset" and collectively, the "Concept Proprietary Assets") registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Concept Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Section 3.8(a)(ii) of the Concept Disclosure Schedule identifies and provides a brief description of all other Concept Proprietary Assets. Section 3.8(a)(iii) of the Concept Disclosure Schedule identifies and provides a brief description of each Proprietary Asset licensed to Concept by any Person (except for any Proprietary Asset that is licensed to Concept under any third party software license generally available to the public at a cost of less than One Thousand Dollars ($1,000)), and identifies the license agreement under which such Proprietary Asset is being licensed to Concept. Except as set forth in Section 3.8(a)(iv) of the Concept Disclosure Schedule, Concept has good, valid and marketable title to all Concept Proprietary Assets identified in Sections 3.8(a)(i) and 3.8(a)(ii) of the Concept Disclosure Schedule, free and clear of all liens and other encumbrances and of all third party licensed technology, and has a valid right to use all Proprietary Assets identified in Section 3.8(a)(iii) of the Concept Disclosure Schedule. Except as set forth in Section 3.8(a)(v) of the Concept Disclosure Schedule, Concept is not obligated to make any payment to any Person for the use of any Proprietary Asset. Except as set forth in Section 3.8(a)(vi) of the Concept Disclosure Schedule, Concept has not developed jointly with any other Person any Proprietary Asset with respect to which such other Person has any rights. (b) Except as set forth in Section 3.8(b) of the Concept Disclosure Schedule, Concept has taken reasonable and customary measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Concept Proprietary Assets (except Concept Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Concept Proprietary Assets. Except as set forth in the Concept Disclosure Schedule, Concept has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any Person of any o...
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Proprietary Rights and Warranty Claims 
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Related to Proprietary Rights and Warranty Claims

  • Liabilities and Warranties While the Custodian will take reasonable precautions to ensure that information provided is accurate, the Custodian shall have no liability with respect to information provided to it by third parties. Due to the nature and source of information, and the necessity of relying on various information sources, most of which are external to the Custodian, the Custodian shall have no liability for direct or indirect use of such information.

  • Exclusive Representations and Warranties The representations and warranties set forth in Section 5.02 above are the sole and exclusive representations and warranties made by the Program Lender, its representatives, agents, officers, directors and other employees, with respect to this Agreement, any Pool Supplement, any Bank of America DTC Loan, any obligor, and the sale of any Bank of America DTC Loan to the Purchaser Trust hereunder or otherwise.

  • Client Representations and Warranties 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account will be deemed to be held by the persons as joint tenants despite any actual or constructive notice to Admiral of any partnership or other agreement between the persons. The joint holding will be only be deemed not to be held as joint tenants if Admiral expressly agrees that in writing that the persons consisting the client hold the Account as tenants in common in equal shares or by a court determination of that it is not held as joint tenants; if the Client is an investment manager or a responsible entity, the investment management agreement or fund constitution specifically empowers and authorises dealings in the Admiral Products, by the Client and on behalf of their underlying clients or investors; and such dealings are within the authorised ambit of each underlying client’s investment strategy; it will enter into Transactions pursuant to the applicable investment management agreement as investment manager or responsible entity and not otherwise; (iii) it will only deal in Admiral Products when the funds or other assets under its control are sufficient to meet the obligations which arise in connection with such dealing; and if your appointment as investment manager or responsible entity is terminated, it is authorised to arrange for Closing Out of all Transactions entered into on behalf of the Client prior to the date of such termination as soon as possible; is not an employee or the close relative of an employee of any exchange participant; you have read these Account Terms and any product disclosure statement issued by Admiral in relation to the Admiral Products and Transactions relevant to the Account (including the disclosures of significant risks); you have considered your objectives and financial situation and you have had a reasonable opportunity to obtain appropriate independent advice prior to entering into these Account Terms, and has formed the opinion that dealing in the Admiral Products is suitable for your needs and purposes; the Client is willing and able, financially and otherwise, to assume the risk of trading in high risk investments, Transactions using Margin and all other Transactions covered by these Account Terms; all information supplied to Admiral by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order with Admiral and you assume full responsibility for any Order placed with Admiral; you fully understand the relevant provisions of: the prohibition of false or misleading markets and other market manipulation as described in Applicable Laws and section 1041A of the Corporations Act; the prohibition of xxxxxxx xxxxxxx as described in section 1043A of the Corporations Act; the prohibition of false trading and market rigging as described in sections 1041B and 1041C of the Corporations Act; the prohibition of misleading and deceptive conduct described in section 1041H of the Corporations Act; and Applicable Laws and, to the extent your investing in Admiral Products have Underlying Reference Instruments which are governed by the Corporations Act, the conditions upon which short selling is permitted on the ASX and the disclosure obligations are imposed on short sellers. You will notify Admiral if you are funding your account using superannuation as that may impact your classification as a retail or wholesale client. You acknowledge to us that you have received or downloaded, and read and understood the TMD document and you agree that you are within the class of consumers described in our TMD.

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

  • Customer Representations and Warranties (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so. (b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto. (c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank. (d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet. (e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment. (f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations. (g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.

  • Breach of Representations and Warranties Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the Closing Date.

  • 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.

  • Seller’s Warranties and Representations The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

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

  • Client’s Representations and Warranties Client hereby represents and warrants to Adviser that: (i) Client has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms; (iii) Client’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of Client or any obligations by which Client is bound, whether arising by contract, operation of law or otherwise; (iv) Client will deliver to Adviser evidence of Client’s authority in compliance with such governing documents upon Adviser’s request; and (v) the Client is the owner of all cash, Investments and other assets in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash, securities or assets.

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