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. Xxxxxxxx hereby represents and warrants to ThermoView as follows:
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. Xxxxxxxxx represents and warrants to the other parties to this Agreement as follows:
(a) Xxxxxxxxx has full right, power and authority to execute, deliver and perform her obligations under this Agreement and to acquire all of the right, title and interest in and to the assets being acquired by her pursuant to this Agreement (collectively, the “Xxxxxxxxx Acquired Assets”). This Agreement has been duly executed and delivered by Xxxxxxxxx and constitutes the legal, valid and binding obligation of Xxxxxxxxx and is enforceable against Xxxxxxxxx in accordance with its terms.
(b) The Xxxxxxxxx Acquired Assets constitute “securities” (collectively, the “Xxxxxxxxx Acquired Securities”) within the meaning of the Securities Laws. Xxxxxxxxx is acquiring the Xxxxxxxxx Acquired Securities solely for the account of Xxxxxxxxx and not with a view to, or for resale in connection with, any “distribution,” within the meaning of the Securities Laws. Prior to her execution and delivery of this Agreement, Xxxxxxxxx received, reviewed and understood all information regarding the Xxxxxxxxx Acquired Securities which she required. There are substantial restrictions on the transferability of the Xxxxxxxxx Acquired Securities. The Xxxxxxxxx Acquired Securities are not registered under the Securities Laws and constitute “restricted securities,” as that term is defined in Rule 144 promulgated under the Securities Act of 1933. No person or entity has any obligation to register any of the Xxxxxxxxx Acquired Securities under the Securities Laws. Therefore, Xxxxxxxxx may be required to hold the Xxxxxxxxx Acquired Securities indefinitely.
(c) Xxxxxxxxx has not made or suffered to have been made any assignment, transfer or conveyance of any right, title, interest, claim, demand or cause of action being released by her pursuant to this Agreement, including without limitation any of the Xxxxxxxxx Transferred Assets.
(d) Prior to executing and delivering this Agreement, Xxxxxxxxx has read this Agreement and has understood the provisions hereof. Xxxxxxxxx has had the opportunity to consult with independent legal counsel of her choice and has, in fact, consulted with such independent counsel. Xxxxxxxxx has executed and delivered this Agreement after independent investigation, voluntarily, and without fraud, duress or undue influence of any kind or nature whatsoever.
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. Xxxxxxxx represents and warrants to DCC and Dow as of the date of this Agreement as follows:
(a) Xxxxxxxx is a corporation validly existing, and in good standing under the laws of Delaware.
(b) Xxxxxxxx has full corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Xxxxxxxx does not conflict with any provision of the Articles of Incorporation or Bylaws of Xxxxxxxx or any contract, agreement, or commitment to which Xxxxxxxx is a party.
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.
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 LLC as follows:
Xxxxxxxxx Representations and Warranties. Xxxxxxxxx hereby represents and warrants that:
(a) the Samples and Clinical Data provided pursuant to this Agreement were collected in accordance with all Applicable Laws and Standards, including without limitation, patient informed consent procedures and protection of human subjects in effect at the time of collection;
(b) it has access to Samples and Clinical Data, and all necessary right and authority to transfer the Samples and Clinical Data to Interleukin under the terms of this Agreement and to grant Interleukin the rights and licenses with respect to the Samples and Clinical Data as described in this Agreement;
(c) it will not disclose or transfer to Interleukin any Protected Health Information as defined in 45 C.F.R. 164.501; and
(d) it has taken the appropriate legal and/or contractual steps to ensure that the employees and/or contractors comply fully with the terms of this Agreement.
