HOLOGIC REPRESENTATIONS AND WARRANTIES Sample Clauses

HOLOGIC REPRESENTATIONS AND WARRANTIES. Hologic represents and warrants, as of the date of this Agreement, that: (a) Hologic is the owner and registrant of the trademarks issued registrations as indicated by ATTACHMENT 16.5; (b) Hologic is named as applicant in those applications indicated by ATTACHMENT 16.5 as pending; and (c) to the best of its knowledge, none of the Hologic trademarks infringes upon the trademark, trade name, or other proprietary rights of an third party. In the event that any action or proceeding is initiated against Hologic, Ostex, or any other licensee or distributor of Hologic in any country alleging that any Hologic trademark infringes the trademark rights of the third party initiating such action or proceeding, Ostex may continue to market NTx Meter Strips within such country without said Hologic trademark affixed thereto (but with such other trademark as Hologic may reasonably specify) pending resolution of the dispute as to trademark rights.
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HOLOGIC REPRESENTATIONS AND WARRANTIES. Hologic represents and warrants to Conceptus that: (a) it is a corporation organized and existing under the laws of Delaware and it and each of its Affiliates is currently operating as a going concern and neither it nor any of its Affiliates are, subject to any bankruptcy, insolvency, liquidation or similar proceedings; (b) it has all power, capacity and authority necessary to enable it to enter into this Agreement, carry out the transactions contemplated by this Agreement and to bind Hologic, its Affiliates and its and their successors and assigns to each and every obligation hereof; (c) it has duly executed this Agreement which is a valid agreement, binding on and enforceable against Hologic in accordance with its terms and covenants and Hologic shall ensure that its Affiliates shall comply with this Agreement and Hologic shall be vicariously liable for any failure of its Affiliates to do so; (d) it and/or its Affiliates own (i) one hundred percent of all of the Claims that it and any of its Affiliates have asserted in All Litigation, and (ii) one hundred percent of all of the Claims that it and its Affiliates are releasing through the Hologic Release; (e) it owns one hundred percent of the Hologic Patents and to the extent that it does not, it has sufficient rights from the Hologic Affiliates or Third Parties to grant the License with respect to all Hologic Patents; (f) it has not breached the SMT License Agreement and is current in all of the obligations it owes under the SMT License Agreement to the other parties thereto; (g) except for the Massachusetts and California Litigations, neither Hologic nor any of the Hologic Affiliates has, or intends to bring, any lawsuits, claims, complaints or actions in its or their names, or on behalf of or through any other Entity, against Conceptus or any Conceptus Affiliate in any court or other proceeding, or before any government agency or entity; (h) neither it nor any of its Affiliates has entered into nor shall enter into any other arrangement with any Entity that would preclude Hologic or the Hologic Affiliates from effectuating and fulfilling its or their obligations under this Agreement or granting the rights granted herein; (i) Schedule A sets forth a complete and accurate list of all of the Patents and Patent applications owned or controlled by Hologic that cover the PBC Field; (j) it and/or its Affiliates shall make any transfer or other dealings with any Hologic Patents or the Adiana Business (i) subjec...
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Related to HOLOGIC REPRESENTATIONS AND WARRANTIES

  • Your Representations and Warranties By activating the Card or by retaining, using or authorizing the use of the Card, you represent and warrant to us that: (i) you are at least 18 years of age (or older if you reside in a state where the majority age is older); (ii) you are a U.S. citizen or legal alien residing in the fifty (50) states of the United States (“U.S.”) or the District of Columbia; (iii) you have provided us with a verifiable U.S. street address (not a P.O. Box); (iv) the personal information that you provide to us in connection with the Card is true, correct and complete; (v) you received a copy of this Agreement and agree to be bound by and to comply with its terms; and (vi) you accept the Card.

  • 3Representations and Warranties (a) Registry Operator represents and warrants to ICANN as follows: (i) all material information provided and statements made in the registry TLD application, and statements made in writing during the negotiation of this Agreement, were true and correct in all material respects at the time made, and such information or statements continue to be true and correct in all material respects as of the Effective Date except as otherwise previously disclosed in writing by Registry Operator to ICANN; (ii) Registry Operator is duly organized, validly existing and in good standing under the laws of the jurisdiction set forth in the preamble hereto, and Registry Operator has all requisite power and authority and has obtained all necessary approvals to enter into and duly execute and deliver this Agreement; and (iii) Registry Operator has delivered to ICANN a duly executed instrument that secures the funds required to perform registry functions for the TLD in the event of the termination or expiration of this Agreement (the “Continued Operations Instrument”), and such instrument is a binding obligation of the parties thereto, enforceable against the parties thereto in accordance with its terms. (b) ICANN represents and warrants to Registry Operator that ICANN is a nonprofit public benefit corporation duly organized, validly existing and in good standing under the laws of the State of California, United States of America. ICANN has all requisite power and authority and has obtained all necessary corporate approvals to enter into and duly execute and deliver this Agreement.

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties in this Agreement inaccurate or incomplete in any material respect, the Sub-Adviser will provide prompt written notification to the Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Sub-Adviser agrees that it will provide prompt notice to the Adviser in the event that: (i) the Sub-Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs with respect to the Sub-Adviser’s investment advisory business that could reasonably be expected to adversely impact the Sub-Adviser’s ability to perform its duties under this Agreement.

  • Investment Representations and Warranties Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner is acquiring the BRI Partnership Units for investment only to be received by it for its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement. (b) Such Transferor Partner understands that the BRI Partnership Units to be issued to each Transferor Partner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4