Additional Representations with Respect to the Licenses Sample Clauses

Additional Representations with Respect to the Licenses. (i) Schedule II to each Security Agreement Supplement lists all Licenses and other agreements relating to the use of any of the Trademarks, respectively, in the Territory. All of the Licenses are payable in U.S. Dollars and valid and in full force and effect, except as set forth in Schedule II to each Security Agreement Supplement, and, to the best knowledge of the applicable Co-Issuer, there are no existing defaults (or events that, with notice or lapse of time or both, would constitute a default) by any party thereunder. No claim has been asserted by any Person challenging or questioning the validity or effectiveness of any of the Licenses and, to the best knowledge of the applicable Co-Issuer, there is no valid basis for any such claim. The applicable Co-Issuer has not, other than pursuant to the Licenses, licensed or authorized any other Person to use the Trademarks, or granted to any other Person any other right with respect thereto. Except for the Licenses, no agreement to which the applicable Co-Issuer is a party or by which its assets are bound restricts or in any way affects the Trademarks or the right to use thereof. There is vested in the applicable Co-Issuer title to all of the Licenses free and clear of all Liens (other than such liens with respect to the Licenses and such Liens as may arise from actions or inactions of the applicable Co-Issuer).
Sample 1
AutoNDA by SimpleDocs
Additional Representations with Respect to the Licenses. (i) Exhibit E-2 lists all licenses and other agreements relating to the use of any of the Trademarks, respectively, in the Territory. All of the Licenses are valid and in full force and effect, except as set forth in Exhibit E-2, there are no existing defaults (or events that, with notice or lapse of time or both, would constitute a default) by any party thereunder. No claim has been asserted by any Person challenging or questioning the validity or effectiveness of any of the Licenses and there is no valid basis for any such claim. The Issuer has not, other than pursuant to the Licenses, licensed or authorized any other Person to use the Primary Marks CANDIE'S, BONGO, JOE BOXER or RAMPAGE, or any related Trademarks, xxxxxxtively, in the First Stage Territory, or granted to any other Person any other right with respect thereto. Except for the Licenses, no agreement to which the Issuer is a party or by which its assets are bound restricts or in any way affects the Primary Marks CANDIE'S, BONGO, JOE BOXER or RAMPAGE, or any related Trademarks, respectively, or the right to use thereof in the First Stage Territory. There is vested in the Issuer title to all of the Licenses free and clear of all Liens (other than such liens with respect to the Licenses and such Liens as may arise from actions or inactions of the Issuer).
Sample 1
Additional Representations with Respect to the Licenses. (i) Exhibit E-2 lists all licenses and other agreements relating to the use of any of the Trademarks, respectively, in the Territory. All of the Licenses are valid and in full force and effect, except as set forth in Exhibit E-2, there are no existing defaults (or events that, with notice or lapse of time or both, would constitute a default) by any party thereunder. No claim has been asserted by any Person challenging or questioning the validity or effectiveness of any of the Licenses and there is no valid basis for any such
Sample 1

Related to Additional Representations with Respect to the Licenses

  • REPRESENTATIONS WITH RESPECT TO RULE 17F 5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

  • Representations with Respect to Rule 17f-5 The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

  • Actions with Respect to Defaults In addition to Agent’s right to take actions on its own accord as permitted under this Agreement, Agent shall take such action with respect to an Event of Default as shall be directed by the Required Lenders. Until Agent shall have received such directions, Agent may act or not act as it deems advisable and in the best interests of the Lenders.

  • Obligations with Respect to Loan Parties The obligations of the Borrower to direct or prohibit the taking of certain actions by the other Loan Parties as specified herein shall be absolute and not subject to any defense the Borrower may have that the Borrower does not control such Loan Parties.

  • Obligations With Respect to Capital Stock As of the date hereof, ----------------------------------------- except as set forth in Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Oplink, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. As of the date hereof, except for securities Oplink owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Oplink, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. As of the date hereof, except as set forth in Section 2.2, and other than the rights to purchase shares of Oplink Company Stock pursuant to offer letters for prospective employees of Oplink in the ordinary course of business and consistent with past practice set forth in Section 2.3 of the Oplink Disclosure Letter, there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Oplink or any of its subsidiaries is a party or by which it is bound obligating Oplink or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock of Oplink or any of its subsidiaries or obligating Oplink or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there are no registration rights and, to the Knowledge of Oplink there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink or with respect to the registration or voting of any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

  • Amendments, etc. with Respect to the Obligations; Waiver of Rights The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement, any other Loan Document and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guarantee. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

  • Additional Obligations With Respect to Certain Mortgage Loans (a) With respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) with a Stated Principal Balance in excess of $35,000,000, in connection with any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special Servicer, as applicable, to the extent permitted by the related Loan Documents, shall require a Rating Agency Confirmation and shall condition its consent to such replacement on the Mortgagor paying for such Rating Agency Confirmation.

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • Representations, Warranties and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.

  • Representations, Warranties, Covenants and Agreements to Survive Delivery All representations, warranties, covenants and agreements of the Company, the Selling Stockholders and the Underwriters herein or in certificates delivered pursuant hereto, and the indemnity and contribution agreements contained in Section 8 hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter within the meaning of the Act or the Exchange Act, or by or on behalf of the Company or any Selling Stockholder, or any of their officers, directors or controlling persons within the meaning of the Act or the Exchange Act, and shall survive the delivery of the Shares to the several Underwriters hereunder or termination of this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.