Representations of the Licensor Sample Clauses

Representations of the Licensor. The Licensor makes the following representations and warranties to the Licensee, which shall be deemed made throughout the term of this Agreement: (1) The Licensor is a wholly foreign-owned enterprise duly organized and validly existing under the PRC laws; (2) Licensor has the full corporate right and power to execute and perform this Agreement and has been duly authorized by all necessary corporate action to execute and perform this Agreement and its execution and performance hereof does not violate any legal or corporate restriction by which it is bound or affected; (3) This Agreement, once executed, constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; and (4) All the information furnished by the Licensor or any of its agents, employees or representatives to the Licensee is true, complete and accurate in all material respects and not misleading.
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Representations of the Licensor. The Licensor represents that he is the sole entity that has copyright to Software. The Licensor represents that the Software does not infringe copyright of any third parties.
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Representations of the Licensor. The Licensor represents and warrants to the Licensee that:
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Representations of the Licensor. The Licensor makes the following representations, which may be relied upon by the Licensee in issuing the Shares to the Licensor:
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Representations of the Licensor. The Licensor covenants and represents as follows: (a) He is the sole owner of all title and interest in the Technology and the Patent Application. (b) He has at no time filed, or caused to be filed, applications for patents, or obtained in his name or caused to be obtained in the name of others, any patents in the United States or elsewhere in respect of the Technology or any technology similar thereto other than the Patent Application. (c) The Technology does not infringe upon any other letters patent heretofore issued in the United United States or upon any other applications for letters patent of which the Licensor has notice. (d) There is no other person, firm or corporation having any title or interest in the Technology or the Patent Application. (e) All of the statements, declarations and claims made in the Patent Application are true and correct in all respects. The Licensor knows of no prior art not disclosed in the Patent Application. (f) There are no outstanding options, licenses or agreements of any kind relating to the Technology or the Patent Application, or to the manufacture, use or sale of the Licensed Products. (g) He has the full power to grant the rights, licenses and privileges herein given.
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Representations of the Licensor. The Licensor makes the following representations, which may be relied upon by the Licensee in issuing the shares of its common stock comprising the License Royalties to the Licensor: (i) The Licensor has experience in evaluating and investing in similar entities and in similar transactions so that the Licensor is capable of evaluating the merits and risks of its investment in the Licensee and is an “accredited investor,” as that term is defined in Regulation D, promulgated pursuant to the Securities Act of 1933, as amended (the “Act”). The Licensor, by reason of the Licensor’s business or financial experience or the business or financial experience of the Licensor’s professional advisors has the capacity to protect his/her/its own interests in connection with the acceptance of shares of the Licensee’s common stock as consideration hereunder. (ii) The Licensor has met with representatives of the Licensee and thereby has had the opportunity to ask questions of, and receive answers from, said representatives concerning the Licensee and the terms and conditions of this transaction, as well as to obtain any information requested by the Licensor. Any questions raised by the Licensor or his/her/its representatives concerning the transaction have been answered to the satisfaction of the Licensor and his/her/its representatives. The Licensor’s decision to enter this Agreement and accept shares of Licensee’s common stock as its consideration hereunder is based in part on its own evaluation of the risks and merits of the transaction and the business activities of the Licensee. (iii) Licensor has carefully considered and has discussed with the its professional legal, tax, accounting and financial advisors, to the extent the Licensor has deemed necessary, the suitability of this transaction for the Licensor’s particular federal, state, local and foreign tax and financial situation and has determined that this transaction, including the receipt of consideration in the form of common stock in a privately-held company, is suitable for the Licensor. In considering this transaction, Licensor is not relying on any representation, warranty or statement made by the Licensee or any of its agents, employees, officers or representatives not specifically referenced herein or in any document attached hereto. (iv) The Licensor understands that none of the shares of Licensee’s common stock comprising the License Royalties have been registered under the Act). The Licensor acknowledges...
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Representations of the Licensor. (a) Licensor represents that he has all necessary authorization to enter into this agreement, and that the Licensed Performances were recorded and otherwise prepared exclusively by the Licensor and the Licensor owns all copyright and is the sole creator of the Licensed Performances.
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Related to Representations of the Licensor

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • REPRESENTATIONS OF THE OWNER The Owner represents, unless otherwise specified in writing, to be unaware of the following: Any recorded Notice of Default affecting the Property; Any delinquent amounts due under any loan secured by the Owner or other obligations affecting the Property; Any bankruptcy, insolvency, or similar proceeding affecting the Property; Any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that does or may affect the Property or Owner’s ability to lease the Property or transfer possession of ownership; and Any current, pending, or proposed special assessments affecting the Property. The Owner shall promptly notify the Agent in writing if the Owner becomes aware of any of the aforementioned items in this Section during the Term of this Agreement.

  • Representations of GFS GFS represents and warrants to the Trust that: (i) it is a limited liability company duly organized and existing and in good standing under the laws of the State of Nebraska; (ii) it is empowered under applicable laws and by its organizational documents to enter into this Agreement and perform its duties under this Agreement; (iii) it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and (iv) it is registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934 and shall continue to be registered throughout the remainder of this Agreement.

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Representations of the Company Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that: 1. The Company has prepared and filed with the Commission a registration statement on Form F-3 (Registration No. 333-234281), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the Securities, which registration statement, as so amended (including post-effective amendments, if any) became effective on November 4, 2019. At the time of such filing, the Company met the requirements of Form F-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the "Rules and Regulations") of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement of the Securities and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the "Registration Statement"; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the "Base Prospectus"; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the "Prospectus Supplement." Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the "Incorporated Documents") pursuant to Item 6 of Form F-3 which were filed under the Exchange Act on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is "contained," "included," "described," "referenced," "set forth" or "stated" in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, "free writing prospectus" has the meaning set forth in Rule 405 under the Securities Act and the "Time of Sale Prospectus" means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used in connection with the Placement, including any documents incorporated by reference therein. 2. The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described or filed as required or (y) will not be filed within the requisite time period. 3. The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. 4. There are no affiliations with any FINRA member firm among the Company's officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater stockholder of the Company, except as set forth in the Registration Statement and SEC Reports.

  • REPRESENTATIONS OF THE ADVISOR (a) The Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement. (b) The Advisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order. (c) The Advisor shall conduct its operations at all times in conformance with the Advisers Act, the Investment Company Act, and any other applicable state and/or self-regulatory organization regulations. (d) The Advisor shall maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board of Trustees in connection with their approval of this Agreement.

  • Representations of the Adviser The Adviser represents, warrants and further covenants as follows:

  • REPRESENTATIONS OF THE ASSIGNEE The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, and (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA.

  • Representations of the Purchasers Each Purchaser represents as follows:

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