Xxxxx Representations and Warranties. Xxxxx represents and warrants to the Owners that as of the date of this Agreement:
(i) Xxxxx is a duly formed and validly existing limited partnership formed under the laws of Delaware and on the Closing Date will be qualified to transact business and in good standing in the jurisdiction of its formation. Each Xxxxx Acquisition Subsidiary will be a duly formed and validly existing limited liability company formed under the laws of Delaware and on the Closing Date will be qualified to transact business and in good standing in the jurisdiction of its formation and in each state where it owns a portion of the Property.
(ii) Xxxxx has (and at Closing, each Xxxxx Acquisition Subsidiary will have) the full legal right, power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed by Xxxxx or the applicable Xxxxx Acquisition Subsidiary, as applicable, pursuant to this Agreement (collectively, the “Xxxxx’ Documents”), to consummate the transaction contemplated hereby, and to perform its obligations hereunder and under those Xxxxx’ Documents to which it is a party. Each person signing this Agreement on behalf of Xxxxx is authorized to do so. No consent of any trustee, beneficiary, partner, shareholder, member, creditor, investor, judicial or administrative body, authority or other party is required which has not been obtained to permit Xxxxx to enter into this Agreement and to have Xxxxx and the Xxxxx Acquisition Subsidiaries consummate the transactions contemplated hereby.
(iii) This Agreement is, and all the Xxxxx’ Documents will be, legal, valid, and binding obligations of Xxxxx enforceable against Xxxxx in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally), and does not and will not violate any provisions of any, to Xxxxx’ Knowledge, regulation, law, or court order, judgment or decree to which Xxxxx is a party or to which it is subject. All the Xxxxx’ Documents will be, legal, valid, and binding obligations of the Xxxxx Acquisition Subsidiaries party thereto, enforceable against such Xxxxx Acquisition Subsidiaries in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting pa...
Xxxxx Representations and Warranties. Xxxx represents that he has read carefully and fully understands the terms of this General Release, and that Xxxx has been advised to consult with an attorney and has availed himself of the opportunity to consult with an attorney prior to signing this General Release. Xxxx acknowledges and agrees that he is executing this General Release willingly, voluntarily and knowingly, of his own free will, in exchange for the payments and benefits described in Section 2 of the Separation Agreement, amid that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept the terms of the Separation Agreement or the General Release, other than those set forth in the Separation Agreement. Xxxx further acknowledges, understands, and agrees that his employment with PRIMEDIA has terminated, that the provisions of Section 2 of the Separation Agreement are in lieu of any and all payments and benefits to which Xxxx may otherwise be entitled to receive pursuant to the Employment Letter Agreement, that Xxxx will not be reemployed by PRIMEDIA, and that Xxxx will not apply for or otherwise seek employment with PRIMEDIA or any of its parents, companies, subsidiaries, divisions or affiliates. Xxxx acknowledges that be has been advised that he is entitled to take at least twenty-one (21) days to consider whether he wants to sign this General Release and that the Age Discrimination in Employment Act gives him the right to revoke this General Release within seven (7) days after it is signed, and Xxxx understands that he will not receive any payments under the Separation Agreement until such seven (7) day revocation period has passed and then, only if he has not revoked this General Release. To the extent Xxxx has executed this General Release within less than twenty-one (21) days after its delivery to him, Xxxx hereby acknowledges that his decision to execute this General Release prior to the expiration of such twenty-one (21) day period was entirely voluntary, and taken after consultation with and upon the advice of his attorney.
Xxxxx Representations and Warranties. 7.1 Xxxxx warrants that, except in respect of Content identified as “Editorial Use Only”:
(i) your use of the Content in accordance with this Agreement and in the form delivered by Xxxxx will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (ii) all necessary model and/or property releases for use of the Content in the manner authorized under this Agreement have been obtained.
7.2 While we have made reasonable efforts to correctly categorize, keyword, caption and title the Content, Xxxxx does not warrant the accuracy of such information. Additionally, Xxxxx does not warrant the accuracy of any metadata that may be provided with the Content.
7.3 OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 7.1, THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. XXXXX DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT XXXXX) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS. IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOU ARE DOWNLOADING CONTENT THAT IS IN A FLASH FORMAT OR FILE (WHETHER .SWF OR OTHERWISE), EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, XXXXX MAKES NO REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER, WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE.
7.4 Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.
Xxxxx Representations and Warranties. Xxxxx further represents that it has the necessary financial resources to fulfill its obligations under this Agreement.
Xxxxx Representations and Warranties. Xxxxx covenants, represents and warrants to Northern that as of the Effective Date:
(a) Xxxxx is a corporation duly organized, validly existing and in good standing under the laws of state in which it is incorporated, and it has full right and authority to enter into this Agreement and to accept the rights and licenses granted as herein described.
(b) This Agreement has been duly authorized by all requisite corporate action, and when executed and delivered will become a valid and binding contract of Xxxxx enforceable against Xxxxx in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally from time to time if effect, and to general principles of equity.
(c) The execution, delivery and performance of this Agreement does not conflict with any other agreement, contract, instrument or understanding, oral or written, to which Xxxxx is a party, or by which it is bound, nor will it violate any law applicable to Xxxxx.
(d) All necessary consents, approvals and authorizations of all regulatory and governmental authorities and other persons or entities required to be obtained by Xxxxx in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained.
(e) Xxxxx covenants that it will [***] to make commercial use of the Northern Patent Rights and to prosecute, maintain and/or defend the Northern Patent Rights in accordance with bona fide strategic reasons intended to support the development and commercialization of the Licensed Products and not otherwise for the benefit of any Third Parties.
Xxxxx Representations and Warranties. Xxxx hereby represents and warrants to ThermoView as follows:
Xxxxx Representations and Warranties. Xxxxx represents and warrants to OpenBiome as of the Effective Date that:
7.1.1. the Third Party License Fees owed by Xxxxx under the license contemplated herein do not exceed the amounts set forth in Table 3.1.1;
7.1.2. Xxxxx has sufficient title and ownership or other rights to the Xxxxx Intellectual Property as is necessary to grant the license to OpenBiome pursuant to this Agreement;
7.1.3. Xxxxx has not entered into any agreement with any Third Party or Affiliate that conflicts with the rights granted to OpenBiome under this Agreement, and has not taken any action that would prevent it from granting the rights granted to OpenBiome under this Agreement; and
7.1.4. No Third Party has made any claim or allegation to Xxxxx or its Affiliates in writing that a Third Party has any right or interest in or to Xxxxx Patents that are owned by Xxxxx or a Xxxxx Affiliate.
Xxxxx Representations and Warranties. Xxxx represents and warrants that:
Xxxxx Representations and Warranties. Mx. Xxxx hereby represents and warrants to Axxxxxxx that:
(a) the Axxxxxxx Work Product will be an original work of Mx. Xxxx and any third parties will have executed assignment of rights reasonably acceptable to Axxxxxxx;
(b) neither the Axxxxxxx Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party;
(c) neither the Axxxxxxx Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments;
(d) Mx. Xxxx will not grant, directly or indirectly, any rights or interest whatsoever in the Axxxxxxx Work Product to third parties;
(e) Mx. Xxxx has full right and power to enter into and perform this Agreement without the consent of any third party; and
(f) Mx. Xxxx will take all reasonably necessary precautions to prevent injury to any persons (including employees of Axxxxxxx) or damage to property (including Axxxxxxx’x property) during the term of this Agreement.
Xxxxx Representations and Warranties. Xxxxx hereby represents and warrants that:
(a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;
(b) it has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
(c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary actions on its part, and this Agreement has been duly executed and delivered by, and is a legal, valid and binding obligation of, Xxxxx, enforceable against Xxxxx in accordance with its terms, except as such enforcement may be limited by generally applicable laws relating to bankruptcy, insolvency or creditors’ rights or by principles of equity affecting the availability of remedies;
(d) its performance under this Agreement will not interfere with, infringe upon, misappropriate, or otherwise conflict with any intellectual property rights of a third party. Xxxxx has not received any past or current written charge, complaint, claim, demand, or notice either within the past two (2) years or prior to the past two (2) years, alleging any interference, infringement, misappropriation, or violation (including any claim that Xxxxx or its Affiliates must license or refrain from using any of its IP Rights under this Agreement); and
