REPRESENTATIONS AND WARRANTIES OF MSI. MSI represents and warrants to TFX as follows:
REPRESENTATIONS AND WARRANTIES OF MSI. MSI hereby represents and warrants to MHR as of the date of this Agreement and as of each Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF MSI. 23 5.1 Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . .
REPRESENTATIONS AND WARRANTIES OF MSI. MSI, as a material inducement to IDW and the Sellers to enter into this Agreement and consummate the transactions contemplated hereby, makes the following representations and warranties to IDW and the Sellers, which representations are true and correct at this date, and will be true and correct on the Effective Time as though made on and as of such date:
REPRESENTATIONS AND WARRANTIES OF MSI. MSI hereby covenants, represents and warrants to Shamrock as follows:
REPRESENTATIONS AND WARRANTIES OF MSI. MSI represents and warrants to LICENSEE that:
10.2.1. the Technology, including the Patent Rights and patent applications are all the Technology, patents and patent applications owned by MSI, or in which MSI has a licensable interest, that are necessary or useful for LICENSEE to exclusively make, have made, use, offer to sell, sell, and import the Licensed Products;
10.2.2. it has control (by ownership, license or otherwise) of the entire right, title, and interest in and to the Technology, and is the record owner of all the Technology;
10.2.3. it has, and throughout the Term will retain, the unconditional and irrevocable right, power, and authority to grant the licenses hereunder;
10.2.4. neither its grant of the license, nor its performance of any of its obligations, under this Agreement does or will at any time during the Term (i) conflict with or violate any applicable law; (ii) conflict with or constitute a breach of any agreement with a third party; (iii) require the consent, approval, or authorization of any governmental or regulatory authority or other third party; or (iv) require the provision of any payment or other consideration to any third party;
10.2.5. it has not granted and will not grant any licenses or other contingent or non-contingent right, title, or interest under or relating to Technology, that does or will conflict with or otherwise affect this Agreement, including any of MSI's representations, warranties, or obligations, or LICENSEE's rights or licenses hereunder;
10.2.6. any license or rights to utilize any of the Technology previously granted by MSI or Metallicum, Inc. to Basic Dental Implants, Inc. and/or Danlin Products, Inc., including a certain joint venture or agreement dated May 21, 2008 between one or more of such parties, has been terminated;
10.2.7. any license agreement or rights to utilize any of the Technology previously granted by MSI to any person or entity, except to LICENSEE or LICENSEE’s affiliates, has been effectively terminated;
10.2.8. there neither are, nor will MSI at any time during the Term enter, any encumbrances, liens, or security interests involving any Technology; and
10.2.9. there is no settled, pending, or threatened litigation or reissue application, re-examination, post-grant, inter partes, or covered business method patent review, interference, derivation, opposition, claim of invalidity, or other claim or proceeding (including in the form of any offer to obtain a license): (i) alleging the unpa...
REPRESENTATIONS AND WARRANTIES OF MSI. MSI hereby represents and warrants to the Holders as follows:
2.1 The Conversion Shares to be issued and delivered to the Holders upon conversion of the Tranche A/B Term Notes have been duly authorized and, when issued, will be validly issued, fully-paid and non-assessable. The issuance of the Conversion Shares will be exempt from registration pursuant to Section 3(a)(9) promulgated under the Securities Act of 1933, as amended (“Securities Act”) and such Conversion Shares will not be “restricted securities” as defined under Rule 144 promulgated under the Securities Act.
2.2 MSI has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by MSI to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken, and this Agreement constitutes a legal, valid and binding obligation of MSI, enforceable in accordance with its terms and does not conflict with, result in a breach or violation of or constitute (or with notice of lapse of time or both constitute) a default under any instrument, contract or other agreement to which MSI or its subsidiaries is a party.
2.3 The affirmative vote of (i) the holders of record of a majority of the shares of MSI’s common stock and (ii) the holders of record of a majority of the shares of MSI common stock held by MSI’s shareholders other than TTG Apparel, LLC and its affiliates and associates with respect to the matters referred to in Section 1 hereof are the only votes of the holders of any class or series of the capital stock of MSI required to approve the transactions contemplated hereby.
2.4 None of MSI’s Certificate of Incorporation, as amended, or Bylaws, the laws of New York, or any other applicable law, contains any applicable anti-takeover provision or statute which would restrict MSI’s ability to enter into this Agreement or consummate the transactions contemplated by this Agreement or which would limit any of the Holders’ rights following consummation of the transactions contemplated by this Agreement.
2.5 No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of MSI.
2.6 MSI has delivered or made available to the Holders prior to the execution of this Agreement true and complete copies of all periodic reports, registration statements and proxy s...
REPRESENTATIONS AND WARRANTIES OF MSI. MSI hereby represents and warrants to the Company as follows:
1. MSI is a corporation organized, validly existing and in corporate good standing under the laws of Massachusetts, has all requisite corporate power and authority to own and operate its property and carry on its business and is not required to qualify to do business in any other jurisdiction.
2. The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of MSI, and (assuming valid execution by the Company) this Agreement is a valid and binding obligation of MSI enforceable against it.
3. As of the date of this Agreement, MSI is not a party to any lawsuit, nor is there any outstanding claim against MSI, alleging that use of the Manufacturing Know-How infringes the proprietary rights of any third party.
4. As of the date this Agreement, there are no liens, mortgages, encumbrances, charges or other claims by any third party to the Manufacturing Know-How.
5. As of the date of this Agreement, MSI is not a party to any agreement or understanding, oral or written, which would, in any manner, be inconsistent with the rights granted herein to the Company and MSI shall not enter into any agreement or understanding, oral or written, during the term of this Agreement, nor during the term of this Agreement, directly or indirectly, engage in any activity which would, in any manner, be inconsistent with the rights herein granted to the Company.
6. MSI represents and warrants that all Products delivered hereunder will conform to and meet the Product Specifications for a period of one year from time of delivery to the Company.
7. MSI represents and warrants that it will manufacture the Products in accordance with Article II hereof and that such Products shall be free from defects in materials and workmanship under normal use and service for a period of one year following delivery. The Company's sole remedy under this warranty shall be the replacement of any unit of Product which is determined to be defective during the Manufacturing Transition Period.
8. MSI represents and warrants that all Products delivered hereunder shall be labeled in conformity with the specifications provided by the Company, which specifications shall comply with the Act and all applicable laws of each applicable jurisdiction into which the Company intends to sell the Products.
REPRESENTATIONS AND WARRANTIES OF MSI. 10.1 MSI represents and warrants to Vista and VNC that:
(a) MSI is duly incorporated and is a valid and subsisting company under the laws of its jurisdiction of incorporation;
(b) the execution, delivery and performance of this Agreement and the agreements and transactions contemplated herein are within the corporate power and authority of MSI and have been duly authorized by all necessary corporate action and this Agreement constitutes a valid and binding obligation of MSI, enforceable in accordance with its terms, subject only to the following qualifications:
(i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and
(ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting the enforceability of creditors' rights;
(c) the entering into of this Agreement does not conflict with any applicable laws or with its charter documents, nor does it conflict with, or result in a breach of, or accelerate the performance required by any contract or other commitment to which it is a party or by which it is bound; and
(d) it is eligible to acquire and hold an interest in the Property.
10.2 The representations and warranties hereinbefore set out are conditions upon which Vista and VNC have relied in entering into this Agreement and shall survive the exercise of the option herein granted, and MSI hereby indemnifies and saves Vista and VNC harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty made by it and contained in this Agreement.
REPRESENTATIONS AND WARRANTIES OF MSI. MSI represents and warrants to USI and USI Sub, except as disclosed to USI and USI Sub in writing prior to the execution of this Agreement, as follows:
