Representations and Warranties of PACE. In order to induce Sony/Block to enter into this Agreement, Pace hereby makes the following representations and warranties to Sony/Block.
(a) Pace has taken or caused to be taken all necessary action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligations of Pace, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights generally and the availability of equitable remedies. Neither the execution and delivery of this Agreement, nor compliance with any of the provisions hereof, by Pace, will violate any law or regulation, or any order, writ or decree of any court or governmental instrumentality, or will conflict with, or result in the breach of, or constitute a default in any respect under, any indenture, mortgage, deed of trust, agreement or other instrument to which Pace, PMG or PEC is a party or may be bound or by which any of its properties may be affected or will violate any provision of the certificate or articles of incorporation (as amended to date) or by-laws (as currently in effect) of Pace.
(b) There is no claim, litigation, proceeding or governmental investigation pending, or, so far as is known to Pace, threatened, against or relating to Pace, PEC or PMG or any of their respective properties or assets which questions the validity or enforceability of this Agreement or any of the transactions contemplated hereby.
(c) None of Pace, PEC or PMG is in default under any indenture, mortgage, deed of trust, agreement or other instrument to which it is a party, or by which it or any of its properties may be bound or affected, except for such defaults which, individually or in the aggregate, will not have a material and adverse effect on the business, operations, property or assets or in the condition, financial or otherwise, of Pace or PMG.
(d) All information, reports, papers, financial data and other materials given to Sony/Block or any Sony/Block Related Party with respect to Pace or any of its Affiliates or any of the Amphitheaters or partnerships owning Amphitheaters which Pace or its Affiliates have any ownership interest in are accurate, complete and correct in all material respects and do not omit any Article XIV - Representations and Warranties of Partners Page 144 fact, the...
Representations and Warranties of PACE a. Xxxx is an individual who has the power to own his properties and to carry on his business as it is now being conducted.
b. There are no liabilities and there is no indebtedness of Pace which, in any way, would impair the right of Pace to enter into this Agreement or to perform under it.
c. There are no pending or threatened claims, made on behalf of anyone against Pace, or the mineral property, nor are there pending or threatened actions, suits, proceedings or investigations against or affecting Pace, or the mineral property, at law or in equity, before any federal, state or local court, board or other governmental or administrative agency.
d. Xxxx is not in violation of any law, regulation or rule, or of any writ, judgment, injunction, order or decree of any court or government authority.
e. Xxxx has the requisite authority to execute, deliver and perform this Agreement and all other agreements or instruments to be executed by Pace pursuant to this Agreement. This Agreement constitutes, and such other agreements and instruments will constitute, the legal, valid and binding obligation of Pace which are or will be enforceable against Pace in accordance with their respective terms.
f. The execution, delivery and performance of this Agreement will not result in the violation of any statute, regulations, judgment, writ, injunction or decree of any court or other agency.
g. The representations and warranties contained in this Paragraph 7 shall survive and remain in effect following the date hereof.
Representations and Warranties of PACE. The following new Section 3(bb) is hereby added to the Agreement: 3(bb) JRS Clinical Technologies. Pursuant to a Purchase Agreement dated October 18, 1993 as thereafter amended ("Purchase Agreement") by and between Health Care Expert Systems ("HCES") and JRS Clinical Technologies, Inc. ("JRS"), HCES (which subsequently became, and shall hereafter be referred to within this paragraph as, PACE) acquired certain rights from JRS, including royalty-free rights to use, modify and license the use of certain JRS "Software" and "Documentation," and to use and modify the "Source Code" (as those terms are defined and used in the Purchase Agreement). The JRS Software, Documentation and Source Code form a substantial basis of PACE's Clinical Information System ("CIS") product line, but no more than approximately ten percent (with an estimated range of between five to fifteen percent) of the source code, executable code and associated written documentation of PACE's Case Management System ("CMS") product line. Approximately ninety percent (with an estimated range of between eighty-five to ninety-five percent) of the source code, executable code and associated documentation to PACE's CMS product line is original to PACE and, thus, the CMS product line does not constitute an "update," "enhancement," "addition" or "modification" (as those terms are used in the Purchase Agreement) to the JRS Software, Documentation or Source Code. Except with respect to PACE's CIS and CMS products as set forth above, no part of the JRS Software, Documentation and Source Code was used to create, and are not included in, any other PACE product that is part of the Acquired Assets under this Agreement. Under the Purchase Agreement, JRS, together with JRS's successors in interest (regardless of whether such succession occurred through the acquisition of JRS's stock or assets) have no right, title or interest (including, but not limited to, any patent, copyright, trade secret, right to possession, right to use, right to a copy, or right to distribute) in or to:
(1) any update, enhancement, addition or modification to the JRS Software, Documentation or Source Code made by or for PACE after the Delivery Date (as defined in the Purchase Agreement), except as made by JRS pursuant to the Purchase Agreement; and
(2) any software (both source code and executable object code), accompanying documentation, or other matter created by or for (and is original to) PACE.
Representations and Warranties of PACE. SECTION 6.1 SECTION 6.2 Authorization Ownership ARTICLE VII. ADDITIONAL AGREEMENTS SECTION 7.1 SECTION 7.2 SECTION 7.3 SECTION 7.4 SECTION 7.5 SECTION 7.6 SECTION 7.7 SECTION 7.8 SECTION 7.9 SECTION 7.10 SECTION 7.11 SECTION 7.12 SECTION 7.13 SECTION 7.14 SECTION 7.15 SECTION 7.16 Conduct of the Company Prior to the Effective Time Access to Information Confidentiality Efforts; Consents; Regulatory and Other Authorizations Further Action Indemnification; Directors’ and Officers’ Insurance Employee Benefit Matters Transfer Taxes Disclosure Schedules; Supplementation and Amendment of Schedules 280G Covenant Exclusivity. [Reserved] Shelf Registration Statement [Reserved]. [Reserved] Securities Law Compliance
Representations and Warranties of PACE. Pace represents and warrants to Parent and Merger Sub as follows:
Representations and Warranties of PACE. PACE represents and warrants to 3M that the statements contained in this Section 3 are correct and complete as of the date of this Agreement, except as set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.
