Representations and Warranties of University. University represents and warrants as follows:
(a) University is an independent agency of the Commonwealth of Kentucky, and has the authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby, including all power and authority necessary or appropriate under the laws of the Commonwealth of Kentucky.
(b) This Agreement and all other documents to be executed by University will constitute valid and binding obligations of University enforceable in accordance with their respective terms upon execution.
Representations and Warranties of University. UNIVERSITY hereby represents and warrants to the Corporation as of the Closing as follows.
(a) UNIVERSITY is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, has all requisite power and authority and has taken all necessary action required for the due authorization, execution, delivery and performance of this Agreement. This Agreement has duly executed and delivered on behalf of UNIVERSITY and constitutes the valid and binding obligations of UNIVERSITY, enforceable in accordance with its terms.
(b) UNIVERSITY has not been organized, reorganized or recapitalized specifically for the purposes of investing in the Corporation, and UNIVERSITY is acquiring the Shares for investment and not for, with a view to, or in connection with the distribution thereof.
(c) UNIVERSITY understands that the Shares have not been registered under the Securities Act or any state securities law by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and such laws, and that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act and such laws or a subsequent disposition thereof is exempt from registration. The certificates for the Shares shall bear a legend to such effect.
(d) UNIVERSITY understands that the exemption from registration afforded by Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act depends upon the satisfaction of various conditions and that, if applicable, Rule 144 affords the basis for sales only in limited amounts.
(e) UNIVERSITY represents and warrants that it (i) has sufficient knowledge and experience in business and financial matters and with respect to investment in securities of privately held companies so as to enable it to analyze and evaluate the merits and risks of the investment contemplated hereby, (ii) is able to bear the economic risk of such investment, and (iii) is an “Accredited Investor” as defined in Rule 501(a) of Regulation D under the Securities Act. Further, UNIVERSITY is aware of the Corporation’s business affairs and condition and has acquired sufficient information about the Corporation to reach an informed and knowledgeable decision to acquire the Shares.
(f) All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on without the intervention of any person acting on behalf of UNIVERSITY in such m...
Representations and Warranties of University. UNIVERSITY hereby represents and warrants to ITC as follows:
Representations and Warranties of University. University hereby represents and warrants to Licensee as follows:
Representations and Warranties of University. Except (a) as disclosed in the disclosure schedule delivered by Chemical to TCF concurrently herewith (the “Chemical Disclosure Schedule”); provided that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Chemical Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Chemical that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on Chemical, and (iii) any disclosures made with respect to a section of Article IV shall be deemed to qualify (1) any other section of Article IV specifically referenced or cross-referenced and (2) other sections of Article IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections, or (b) as disclosed in any Chemical Reports filed with or furnished to the SEC by Chemical after January 1, 2018 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), Chemical hereby represents and warrants to TCF as follows:
Representations and Warranties of University. University hereby represents and warrants to KentuckyOne as of the Effective Date and as of the Restructuring Date to those matters set forth in this Article IX.
Representations and Warranties of University. (a) The University represents that the execution and delivery of this First Amendment to Loan Agreement has been duly authorized by the Board of Trustees of the University and has been duly executed and delivered by the University. Assuming the due authorization, execution and delivery by the Authority, this First Amendment to Loan Agreement is a valid and binding obligation of the University, enforceable against the University in accordance with its terms.
(b) The University hereby confirms its representations, covenants and agreements set forth in the Original Loan Agreement as if made on the date hereof, and it confirms and acknowledges that its representations, covenants and agreements apply and shall apply to the Project.
(c) The University hereby represents, warrants and agrees that the Original Loan Agreement, as amended by this First Amendment to Loan Agreement, and the Note remain valid and binding obligations of the University, enforceable against the University in accordance with their respective terms.
Representations and Warranties of University. 10.1. University represents and warrants that it will perform the Services: (A) in a diligent and commercially reasonable manner, in accordance with the standards generally prevailing in the industry; and (B) through experienced individuals qualified to perform the services.
10.2. Except as expressly set forth in this Section 10, University expressly disclaims and Client hereby expressly waives, any and all warranties, whether express or implied, including without limitation, any warranty of merchantability or fitness for a particular purpose. Except as expressly set forth in this Section 10, all Services and Deliverables are provided “as is.” University is providing services to assist Client. Client is responsible for reviewing the Deliverables to ensure their accuracy and completeness and for the results obtained from its use of the Deliverables.
Representations and Warranties of University. The University represents and warrants to Company that, to the best of its knowledge:
a. University has the right to provide its Confidential Information, Materials and/or Intellectual Property to a Research Project as required herein; University has the right to grant the licenses and options and assign title as described herein; University’s Principal Investigator and all other employees, including but not limited to agents, postdoctoral scientists, or graduate students, working on a Research Project are under an obligation to assign their rights in all Intellectual Property developed by them to the University. Undergraduate students shall not participate in a Research Project unless the University secures an obligation to assign their rights in all Intellectual Property developed by them to the University. As employer of the legal inventor(s), the University will secure assignment for University Intellectual Property and Joint Intellectual Property; Research team members at the University who participate in a Research Project under a Project Agreement will not undertake any work sponsored or funded by any other commercial entity during the term of such Research Project if such work would conflict with the terms of this Agreement or the Research Project as defined under the relevant Project Agreement. University will abide by the export control laws of the United States.
Representations and Warranties of University. University represents, warrants and covenants as follows:
