Representations and Warranties of comScore Sample Clauses

Representations and Warranties of comScore comScore represents, warrants and covenants solely for the benefit of Citadel and its Affiliates as follows.
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Representations and Warranties of comScore comScore represents and warrants to Nielsen, as of the Effective Date, that: (a) To the best of comScore’s knowledge, Exhibit B sets forth a complete and accurate list of: i. all Licensed Patents that have been or are registered, filed,-granted, or issued, or that have been or are subject to an application for registration, filing, grant or issuance; ii. all jurisdictions in which such Licensed Patents have been or are registered, granted, or issued or in which registrations, grants or issuances have been applied for; and iii. all registration numbers, issuance numbers, grant numbers, serial numbers and application numbers, as applicable. (b) To the best of comScore’s knowledge, comScore has the right and authority to grant the license to the Licensed Patents upon the terms specified herein; (c) None of the Licensed Patents is currently pending in any reexamination, reissue, opposition, or interference proceeding, and, to the knowledge of comScore, no such proceedings are pending or threatened. (d) comScore has the authority to act on behalf of the comScore Releasing Parties to the extent that this Agreement recites undertakings, promises, covenants or obligations of said Persons; (e) comScore has not Transferred, in whole or in part, voluntarily or involuntarily, any comScore Claim, and no Person had or has any interest in any comScore Claim. (f) The remedies for any breach of or inaccuracy as of the Effective Date in any of the representations and warranties contained in this Section 6.3 shall survive the Effective Date in perpetuity or until the expiration of the applicable statute of limitations, if earlier.
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Related to Representations and Warranties of comScore

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representations and Warranties of ▇▇▇▇ ▇▇▇▇ hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that:

  • Representations and Warranties of ▇▇▇▇▇▇ In connection with the Awarded Common Shares, ▇▇▇▇▇▇ makes the following representations and warranties to the Company: (i) ▇▇▇▇▇▇ has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Awarded Common Shares and to make an informed investment decision with respect thereto. ▇▇▇▇▇▇ can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) ▇▇▇▇▇▇ is acquiring these securities for investment for ▇▇▇▇▇▇’▇ own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. ▇▇▇▇▇▇ does not have any present intention to transfer the Awarded Common Shares to any third party. (iii) ▇▇▇▇▇▇ understands that the Awarded Common Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of ▇▇▇▇▇▇’▇ investment intent as expressed herein. (iv) ▇▇▇▇▇▇ further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. ▇▇▇▇▇▇ further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. ▇▇▇▇▇▇ understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Company. (v) ▇▇▇▇▇▇ is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. ▇▇▇▇▇▇ understands that the Company provides no assurances as to whether ▇▇▇▇▇▇ will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows: