Acknowledgements and Covenants Sample Clauses
The "Acknowledgements and Covenants" clause serves to formally record the parties’ recognition of certain facts, circumstances, or obligations, and to set forth specific promises or commitments they agree to uphold throughout the contract. In practice, this clause may require parties to acknowledge the existence of prior agreements, representations, or the receipt of information, and to covenant to perform or refrain from certain actions, such as maintaining confidentiality or complying with applicable laws. Its core function is to ensure that both parties are on the same page regarding key understandings and to bind them to ongoing duties, thereby reducing the risk of disputes over what was agreed or expected.
Acknowledgements and Covenants. The Subscriber acknowledges and agrees that:
(a) No federal or state agency has passed on, recommended or endorsed the merits of the shares of Common Stock or this Offering or made any findings or determination as to the fairness of this investment.
(b) The shares of Common Stock have not been registered under the Securities Act or any applicable state securities laws by reason of exemptions from the registration requirements of the Securities Act and such laws, and the shares of Common Stock may not be sold, transferred, assigned, pledged or hypothecated or otherwise disposed of, in whole or in part, in the absence of an effective registration statement applicable thereto under the Securities Act and all applicable state securities laws, or unless an exemption from such registration is available. 7 Beneficial owners include, but are limited to: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) investors in an investment fund, including indirect investors in a fund-of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual who established an IRA; (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person being represented by the Subscriber in an agent, representative, intermediary, nominee or similar capacity. If the beneficial owner is itself an entity, the information and representations set forth herein must also be given with respect to its individual beneficial owners. Publicly traded companies need not conduct due diligence as to their beneficial owners.
(c) The Subscriber agrees and understands that the Subscriber will not sell, transfer, assign or otherwise dispose of the shares of Common Stock or any interest therein unless and until the Subscriber (i) complies with (x) all applicable requirements of federal and state securities laws and (ii) any requirements contained in any shareholder agreement or other agreement to which the Subscriber is a party; and (ii) in the absence of an effective registration statement, provides the Company with an opinion of counsel which is satisfactory to the Company (both as to the issuer of the opinion and the form and substance thereof) that the shares of Common Stock may be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, and without violation of ...
Acknowledgements and Covenants. (a) Each Party hereby acknowledges and agrees that it shall not (and it shall not cause or permit its applicable Affiliates and Subsidiaries to) at any time claim ownership of the Patents licensed to it by the other Party hereunder anywhere in the world.
(b) Each Party hereby acknowledges and agrees that, except as expressly set forth in the Separation Agreement, the Transition Services Agreement, this Agreement, or the other Ancillary Agreements, the other Party has no obligation whatsoever to provide support, maintenance, advice, services or any other assistance or any documentation or technical information of any kind in connection with the Patents licensed to such Party by the other Party hereunder.
(c) Without limiting any of the representations, warranties and covenants set forth in the Separation Agreement and the other Ancillary Agreements, each Licensee hereby acknowledges and agrees (i) that the Licensor shall have no responsibility with respect to the past, present or future validity, subsistence, enforceability, application and/or registration of any of the Patents licensed by such Party to the Licensee hereunder and (ii) that the Licensor may make decisions with respect to the prosecution, maintenance, abandonment, or lapse of all such Patents in its sole and absolute discretion.
Acknowledgements and Covenants. (a) Each Party hereby acknowledges and agrees that it shall not at any time claim ownership or challenge the validity of the Intellectual Property licensed to it hereunder anywhere in the world.
(b) Each Party hereby acknowledges and agrees that, except as expressly set forth in this Agreement, the Separation Agreement, the Transition Services Agreement or any other Ancillary Agreement, the other Party has no obligation whatsoever to provide support, maintenance, advice, services or any other assistance or any documentation or technical information of any kind in connection with the Intellectual Property licensed by such Party hereunder.
(c) Each Party hereby acknowledges and agrees that, except as expressly set forth in this Agreement, the other Party shall have no responsibility with respect to the past, present or future validity, subsistence, enforceability, application and/or registration of any of the Intellectual Property licensed by such Party hereunder and may make decisions with respect to the prosecution, maintenance, abandonment, or lapse of all such Intellectual Property in its sole and absolute discretion.
(d) HD, on behalf of itself and its Affiliates, hereby covenants to LiveWire that none of HD or its Affiliates shall bring any Action against LiveWire or its Affiliates that alleges that the sale of (i) LiveWire Products as they exist as of the Separation Time, or (ii) any LiveWire Products supplied to LiveWire by HD, infringes or violates any trade dress rights owned by HD or its Affiliates.
Acknowledgements and Covenants. The Ktunaxa Parties acknowledge that forest revenues received by the Province fluctuate and that the Project Payments under this Project Appendix will vary over time.
Acknowledgements and Covenants. Nak’azdli, on its own behalf and on behalf of the Members, acknowledges and covenants that:
a. Provincial Agencies have and will for all purposes be deemed to have fulfilled any legal obligations of consultation and accommodation in relation to the Project and all Government Actions carried out before the Effective Date of the Agreement;
b. in relation to Government Actions which arise after the Effective Date of the Agreement, Provincial Agencies will be deemed to have fulfilled any and all legal obligations of consultation by complying with the Consultation and Accommodation Process (or, in the case of decisions made under the Environmental Assessment Act, with the process of consultation utilized by the Environmental Assessment Office); and
c. this Agreement resolves any and all past or future economic and financial demands or claims against Provincial Agencies in relation to all Government Actions with respect to the Project, including but not limited to claims related to issues of capacity funding, revenue generation, revenue-sharing and economic benefits, third-party studies or payments, or other compensation or disbursements of any kind.
Acknowledgements and Covenants. Novartis hereby acknowledges ▇▇▇▇▇▇▇’s ownership of all right, title and interest in and to the BeiGene Trademarks and hereby agrees that it will do nothing inconsistent with such ownership and that all use of the BeiGene Trademarks by Novartis shall inure to the benefit of and be on behalf of BeiGene. Novartis further agrees that (i) nothing in this Agreement shall give Novartis any right, title or interest in the BeiGene Trademarks other than the right to use the BeiGene Trademarks in accordance with this Agreement; (ii) it will not attack or challenge, nor will it assist others in attacking or challenging, BeiGene’s rights in the BeiGene Trademarks; and (iii) if, by virtue of Novartis’s use of the BeiGene Trademarks, Novartis acquires any equity, title or other rights in or to the BeiGene Trademarks, Novartis shall and hereby does assign and agrees to assign and transfer same to ▇▇▇▇▇▇▇.
Acknowledgements and Covenants. 4.1 The Buyer represents and warrants to the Seller that the Buyer has:
(a) inspected, or had the opportunity to inspect;
(b) undertaken, or had the opportunity to undertake, due diligence investigations of; and
(c) made all enquiries as the Buyer saw fit with respect to: the Property, any improvements erected or installed thereon and the Land, and that the Buyer buys the Property in the condition it is in as at the Contract Date.
4.2 The Buyer agrees that the Buyer is satisfied and shall for all purposes be taken to be satisfied:
(a) by enquiry to relevant Authorities as to:
(i) the zoning of the Property;
(ii) any planning restrictions or other restrictions that may be imposed on the use(s) to which the Property can be put;
(iii) the fitness and suitability of the Property (and any improvements thereon) for any particular purpose or use;
(iv) any development which may take place on the Property;
(v) the location of the boundaries of the Property;
(vi) any improvements approved for construction on the Property; and
(vii) the status of compliance with the requirements of any law applicable to the Property; and
(b) by inspection as to:
(i) the nature, quality and state of repair and condition of the Property and all improvements thereon (if any);
(ii) the type and manner of construction of all improvements on the Property (if any);
(iii) the location of all boundaries, retaining walls, fences and services on or within the Property;
(iv) the nature and type of any services connected to the Property;
(v) any patent or latent defect in the Property whatsoever;
(vi) the value of the Property;
(vii) any financial return or income which may be able to be derived from the Property; and
(viii) all other matters or things whatsoever relating to the Property (and the Seller’s title thereto).
4.3 The Buyer acknowledges and agrees that:
(a) it has entered into this Contract in reliance solely on its inspection of the Property and has not relied on any brochures, plans, illustrations, photographs and other marketing or similar material provided by or on behalf of the Seller;
(b) the neighbouring properties to the Property may form part of the Seller’s rental or sale programs; and
(c) the Seller reserves the right, in its absolute discretion, to lease or sell those neighbouring properties within its programs and gives no warranty or commitment to the Buyer to make any unsold properties available for private usage in the future.
4.4 This Contract and the Annexures togethe...
Acknowledgements and Covenants. Seller acknowledges and agrees that the sale, assignment, conveyance, transfer and delivery of the Trademarks and Intangible Assets to Purchaser hereunder is absolute, and that neither Seller nor any of its Affiliates retains any interest (residual or otherwise) in and to or the right to use the Trademarks and Intangible Assets in any respect. Seller shall, and shall cause its Affiliates to, cease any and all use of the Trademarks and Intangible Assets as of the date hereof. Seller further acknowledges and agrees that all tangible embodiments of the Trademarks and Intangible Assets shall be delivered to Purchaser in accordance with Section 3 above, and that neither Seller nor any of its Affiliates shall retain any copies thereof in their possession other than for archival purposes. The Seller shall hold as confidential all information relating to trade secrets and other confidential and proprietary information included in the Trademarks and Intangible Assets and Seller shall, and shall cause its Affiliates to, maintain in strict confidence such trade secrets and confidential and proprietary information, and shall not disclose any of the same to any Person (including to ▇▇▇▇) without the prior written consent of Purchaser.
Acknowledgements and Covenants. 5.1 West Pacific and ▇▇▇▇▇▇ acknowledge and agree that:
(a) none of the Consideration Shares have been or will be registered under the 1933 Act or the securities laws of any U.S. state and may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. person (as defined in Rule 902 of Regulation S promulgated under the 1933 Act, which definition includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) (a “U.S. Person”) unless registered under the 1933 Act and the securities laws of all applicable U.S. states or unless an exemption from such registration requirements is available, and Fireswirl has no obligation or present intention of filing a registration statement under the 1933 Act in respect of any of the Consideration Shares;
(b) if any of the West Pacific Shareholders or ▇▇▇▇▇▇ is a U.S. Person, additional restrictions and legends will apply to the Consideration Shares in accordance with the Applicable Laws of the United States, and such West Pacific Shareholder or ▇▇▇▇▇▇ will be required to provide a duly executed certificate to Fireswirl prior to the Closing Time confirming such U.S. Person is an accredited investor under the 1933 Act;
(c) ▇▇▇▇▇▇ agrees not to offer, sell or transfer the Consideration Shares within the United States or to, or for the account or benefit of, a U.S. Person, unless the Consideration Shares are registered under the 1933 Act and the securities laws of all applicable states or an exemption from such registration requirement is available;
(d) there may be material tax consequences to ▇▇▇▇▇▇ of an acquisition or disposition of any of the Consideration Shares, and ▇▇▇▇▇▇ has obtained appropriate tax advice and is not relying on Fireswirl for any such advice, including the intent of the Parties to transfer the Consideration Shares on either a full or partial tax-deferred rollover basis pursuant to Section 85 of the Tax Act;
(e) ▇▇▇▇▇▇ will be responsible for any and all transfer, documentary, use, stamp, registration, sales or other transaction Taxes, duties and other similar charges and fees payable in connection with the exchange of ▇▇▇▇▇▇’▇ West Pacific Shares for Consideration Shares or the transactions and payments contemplated hereby. ▇▇▇▇▇▇ will, at ...
Acknowledgements and Covenants. You hereby agree not to use the Software for any purpose contrary to any statute, ordinance, or federal, state or local law applicable to you.