Xxxxxxxxx Representations and Warranties Sample Clauses

Xxxxxxxxx Representations and Warranties. As defined in Section 9.

Xxxxxxxxx Representations and Warranties. Xxxxxxxx represents that he has read carefully and fully understands the terms of this Agreement, and that Xxxxxxxx has been advised to consult with an attorney and has availed himself of the opportunity to consult with an attorney prior to signing this Agreement. Xxxxxxxx acknowledges and agrees that he is executing this Agreement willingly, voluntarily and knowingly, of his own free will, in exchange for the payments and benefits described in Section 1 of this Agreement, and 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 this Agreement, other than those set forth in this Agreement. Xxxxxxxx further acknowledges, understands, and agrees that as of the Termination Date his employment with Xxxxxx terminated, that the provisions of Section 1 of this Agreement are in lieu of any and all payments and benefits to which Xxxxxxxx may otherwise be entitled to receive pursuant to the Employment Agreement, that Xxxxxxxx will not be reemployed by Xxxxxx, and that Xxxxxxxx will not apply for or otherwise seek employment with Xxxxxx or any of its parents, companies, subsidiaries, divisions or affiliates. Xxxxxxxx understands that, except as otherwise expressly provided for under this Agreement, he will not receive any payments or benefits under this Agreement (other than under Section 1.2) until the seven (7) day revocation period provided for under the General Release has passed, and then, only if he has not revoked the General Release (such period during which no such revocation has occurred, the “Revocation Period”); provided, however, that if such revocation occurs, Xxxxxx and Xxxxxxxx acknowledge that the parties will retain or be restored to all rights under the Employment Agreement or otherwise that applied absent signing of this Agreement, the General Release and the Company Release.

Xxxxxxxxx Representations and Warranties. Each Investor represents and warrants with respect to only itself that: a. Reliance on Exemptions. Such Investor understands that the Common Shares are being issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of such Investor to acquire such Common Shares. b. No Governmental Review. Such Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Common Shares or the fairness or suitability of the investment in the Common Shares nor have such authorities passed upon or endorsed the merits of the offering of the Common Shares. c. Transfer or Resale. Such Investor understands that except as provided in the Registration Rights Agreement: (i) the Common Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Investor shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such Common Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Investor provides the Company with reasonable assurance that such Common Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("Rule 144"); (ii) any sale of the Common Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Common Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 0000 Xxt or the rules and regulations of the Securities and Exchange Commission (the "SEC") thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Comm...

Xxxxxxxxx Representations and Warranties. Xxxxxxxx hereby represents and warrants to ThermoView as follows:

Xxxxxxxxx Representations and Warranties. XxXxxxxx warrants and represents to MIL that as of the Effective Date: x. XxXxxxxx is a limited liability company duly organized and in good standing under the laws of the State of Delaware, country of the United States of America. XxXxxxxx has full right and authority to enter into this Agreement and to consummate the transaction contemplated hereby. All requisite corporate action has been taken by XxXxxxxx in connection with the entering into of this Agreement and the instruments referenced herein and the consummation of the transaction contemplated hereby. Each of the persons signing this Agreement on behalf of XxXxxxxx is duly authorized to do so. b. Any and all consents and approvals which may be required in order for XxXxxxxx to enter into this Agreement or consummate the transaction contemplated hereby have been obtained. This Agreement and all documents required hereby to be executed by XxXxxxxx are and shall be valid, legally binding obligations of and enforceable against XxXxxxxx, its successors and assigns in accordance with their terms. Neither the execution of this Agreement nor the consummation of the transaction contemplated hereby will be in violation of any judgment, order, permit, writ, injunction or decree of any court, commission, bureau or agency to which XxXxxxxx is subject or by which XxXxxxxx is bound, or constitute a breach or default under any agreement or other obligation to which XxXxxxxx is a party or otherwise bound. c. To the best of XxXxxxxx'x knowledge, it is the owner of all right, title and interest in the Trademark Registrations and the Trademark Registrations are valid and in good standing; provided, however, that MIL acknowledges that all products encompassed by the International Classes listed on Exhibit A hereof are not necessarily included in --------- the Trademark Registrations. Notwithstanding the foregoing, XxXxxxxx makes no warranty as to the accuracy of the record owner and chain of title information on file with the respective trademark registries. XxXxxxxx'x duty of cooperation under Paragraph 11 hereof, however, includes cooperating, as is reasonably necessary, in MIL's efforts to record itself as the new record owner of the Trademark Registrations. x. XxXxxxxx represents that there is no outstanding indebtedness incurred by XxXxxxxx for which a valid lien or other security interest could be filed against the Trademark Registrations in the respective trademark registries. XxXxxxxx'x duty of cooperation unde...

Xxxxxxxxx Representations and Warranties. Xxxxxxxx represents and ----------------------------------------- warrants to the Corporation that (i) Xxxxxxxx has the full power and authority to enter into this Agreement and to perform hereunder, and (ii) Xxxxxxxx'x execution and delivery of this Agreement does not violate or contravene any other agreement by which Xxxxxxxx is bound. These representations and warranties shall survive the Closing and all deliveries hereunder.

Xxxxxxxxx Representations and Warranties. Seller represents and warrants to Buyer as follows:

Xxxxxxxxx Representations and Warranties. Except for those matters disclosed in the Former Owner Agreements, the closing documents delivered by Xxxxxxxx and the Former Owner's at the closing of the Former Owner Agreement transactions, and in the Work Product, Xxxxxxxx represents and warrants to BFH as follows:

Xxxxxxxxx Representations and Warranties. Xxxxxxxx hereby represents and warrants to the Holder for the benefit of the Holder as follows: x. Xxxxxxxx has the requisite power and authority to execute and deliver this Note, to consummate the transactions contemplated hereby and to duly observe and perform all his covenants and obligations herein set forth; b. the execution and delivery of this Note does not and will not conflict with or result in a breach of or violate any of the terms, conditions or provisions of any terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which Xxxxxxxx is subject or constitute or result in a default under any agreement, contract or commitment to which Xxxxxxxx is a party; c. the execution and delivery of this Note will not constitute an event of default or an event which, with the giving of notice or lapse of time or both, would constitute an event of default, under any agreement, contract, indenture or other instrument relating to any indebtedness (whether for borrowed money or otherwise) of Xxxxxxxx which would give any party to any such agreement, contract, indenture or other instrument the right to accelerate maturity for the payment of any monies under any such agreement, contract, indenture or other instrument; and d. no authorization, approval, order, license, permit or consent of any governmental authority, regulatory body or court, and no registration, declaration or filing by Xxxxxxxx with any such governmental authority, regulatory body or court is required in order for Xxxxxxxx: i. to incur the obligations expressed to be incurred by Xxxxxxxx in or pursuant to this Note; ii. to execute and deliver all documents and instruments to be delivered by Xxxxxxxx pursuant to this Note; iii. to duly perform and observe the terms and provisions of this Note; and iv. to render this Note legal, valid, binding and enforceable against Xxxxxxxx in accordance with its terms.

Xxxxxxxxx Representations and Warranties. Dx. Xxxxxxxx hereby represents and warrants that (i) he is an inventor of the Device and, to the best of his knowledge, the only other persons or entities who participated in any significant manner in the conception or reduction to practice of the Device are Wxxxxxx Xxxxxx, Jxxxx Xxxxxx and Cxxxxxxxx Xxxxxxx, (ii) he has not granted any license with respect to any Device Rights or made any assignment of Device Rights and is under no obligation to grant any such license or to make any such assignment, other than as set forth herein, and (iii) the execution, delivery and performance of this Agreement does not conflict with, constitute a breach of, or in any way violate any arrangement, understanding or agreement to which he is a party or by which he is bound, including but not limited to any arrangement between Dx. Xxxxxxxx and any medical group or association with which he is affiliated and any arrangement between Dx. Xxxxxxxx or such a group and Linvatech or Bristol Mxxxx Squibb.