Company Contributor definition
Examples of Company Contributor in a sentence
To the extent any such arrangements are executed and entered into by Contributor on behalf of Company, Contributor shall forthwith Contribute all of its right, title and interest therein to Company, subject to Company’s assumption of the Assumed Obligations in respect thereof.
Except as set forth in the Organizational Documents of the Company, Contributor has no outstanding options or other rights to acquire from the Company, and no obligation to sell, any shares of capital stock or other equity interest or voting securities of the Company or any securities convertible into or exchangeable for such shares of capital stock or other equity interest or voting securities, other than the rights of Buyer to acquire the Contributed Interests pursuant to this Agreement.
Contributor acknowledges and agrees that, having assigned and transferred the Transferred Assets to Company, Contributor has no right to, and shall not purport to, waive, modify or amend any provision of the License Agreement.
The Company, Contributor, Acquiror and Contributor Guarantor shall be referred to herein from time to time collectively as the “Parties”.
All statements contained in this Agreement or in any certificate delivered by or on behalf of Company, Contributor of Company, all jointly and severally, or Contributee pursuant hereto or in connection with the transactions contemplated hereby shall be deemed representations, warranties and covenants by Company or Contributee, as the case may be, hereunder.
Contributor has made available to Buyer true, correct and complete copies of the Real Property Leases, the Easements, and any title insurance policies, title opinions, title abstracts, deeds covering the owned Company Real Property and surveys in possession of the Company, Contributor or any of its Affiliates relating to the Company Real Property.
The Company, Contributor, and their agents will not be bound by any terms, conditions, statements, warranties, or representations, whether oral or written, that are not contained herein.
If that happens, then Company, Contributor and the Guarantor shall be restored to their respective rights and obligations as if the payment had not been made.
To the Company’s Knowledge, there is no fraud, whether or not material, that involves management or other employees of any Contributed Company, Contributor Party or any of their Affiliates who have a material role in the internal controls, oversight or management of any Contributed Company with respect to financial reporting.
Without limiting the foregoing, MII Life or SamCo has obtained from each such Company Contributor valid, enforceable and fully executed proprietary information and inventions assignment agreements which fully and effectively assign, convey and otherwise transfer to MII Life or SamCo unencumbered, unrestricted and exclusive ownership of all of such Company Contributor’s rights in and to any Owned Intellectual Property.