Background Materials. Consultant agrees that if in the course of performing the Services, Consultant incorporates into any Company Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Consultant or in which Consultant has an interest, (i) Consultant shall inform Company, in writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention; and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Invention. Consultant shall not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Company Invention without Company's prior written permission.
Background Materials. Except as set forth in Section 4.22 of the Seller Disclosure Letter, to the Knowledge of the Sellers, the factual information posted by the Sellers to the Electronic Data Room, taken as a whole, is accurate and correct (or, where appropriate, estimated in good faith) in all material respects; provided, that no representation or warranty is made with regard to (i) information posted by the Sellers to the Electronic Data Room which was prepared by non-Affiliates of the Sellers or (ii) projections or other forward-looking statements posted by the Seller to the Electronic Data Room, and the Buyers acknowledge that they are not relying on any of the foregoing.
Background Materials. Consultant agrees that if in the course of performing the Services, Consultant incorporates into any Inventions developed hereunder any background materials owned by Consultant or in which Consultant has an interest (“Background Materials”), (i) Consultant shall inform the Company, in writing before incorporating such Background Materials into any Inventions; and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such Background Materials as part of or in connection with such Inventions. Consultant shall not incorporate any Background Materials owned by any third party into any Inventions without the Company’s prior written permission.
Background Materials. ONI collected, and with respect to documents prepared by ONI, prepared the Background Materials in good faith. Without limiting the effectiveness of any qualification contained in any other representation or warranty in this Article III, the Background Materials constitute all documents and written materials in ONI’s possession (and in the possession of the Company and the Project Companies) containing material information (exclusive of documents that contain information duplicative of information contained or incorporated in any other Background Materials) relating to the Company, the Projects and the Project Companies, and the Background Materials, when taken as a whole, do not contain any untrue statement of a material fact concerning the Company or the Projects or the Project Companies and the transactions contemplated by this Agreement. ONI has not Knowingly omitted any material fact from the Background Materials, which would be necessary to make the statements and information contained in the Background Materials, when taken in their entirety, not misleading. Notwithstanding anything in this Section 3.30, no representation or warranty is made with respect to any Background Materials that are in the nature of projections other than that (i) they were prepared in good faith and on the basis of assumptions that were considered reasonable by ONI at the time made, and (ii) to the extent prepared on or after January 24, 2012 (which ONI acknowledges includes the Base Case Model), ONI continues to consider to be reasonable in all material respects. The copies of the documents listed on Schedule 3.30 that are contained in the Dataroom are true, correct and complete copies thereof.
Background Materials. The Background Materials, taken as a whole, are accurate and correct with respect to all facts concerning the Facilities and the transactions contemplated by this Agreement and the Transaction Documents except (i) where the failure to be accurate and correct would not result in a Material Adverse Effect when the Background Materials were prepared, and (ii) the Background Materials identified on Exhibit B as “Third Party Background Materials”, are accurate and correct to the knowledge of the CCS Parties. No CCS Party has failed to include, and no CCS Party has actual knowledge that any other Person has failed to include, in the Background Materials any information, the omission of which from the Background Materials would make the Background Materials inaccurate or misleading where such failure or omission could reasonably be expected to have a Material Adverse Effect. No CCS Party nor, to the knowledge of any CCS Party, any Person acting on behalf of any CCS Party has altered any Background Material after its preparation, except for any Background Materials that are identified on Exhibit B as “Revised from Original”.
Background Materials. Without limiting the representations and warranties of Seller contained in this Agreement and the other Transaction Documents and Seller’s special warranty of title in the Assignment, Buyer is experienced and knowledgeable in the oil and gas business and is aware of its risks. Buyer has been afforded the opportunity to examine the Records. Except for the representations and warranties of Seller contained in this Agreement and the other Transaction Documents and Seller’s special warranty of title in the Assignment, Buyer acknowledges and agrees that Seller has not made any representations or warranties, express or implied, written or oral, as to the accuracy or completeness of the Records or any other information relating to the Assets furnished or to be furnished to Buyer or its representatives by or on behalf of Seller, including any estimate of the value of the Assets or reserves or any projections as to future events.
Background Materials. To the Knowledge of Seller, all of the factual information posted by the Seller to the Electronic Data Room, taken as a whole, are accurate and correct (or, where appropriate, estimated in good faith) in all material respects when posted to the Electronic Data Room; provided that no representation or warranty is made with regard to (i) information posted by the Seller to the Electronic Data Room which was prepared by non-Affiliates of Seller or (ii) projections or other forward-looking statements posted by the Seller to the Electronic Data Room.
Background Materials. Buyer is experienced and knowledgeable in the oil and gas business and is aware of its risks. Buyer has been afforded the opportunity to examine the Records and materials made available to it by Seller in Seller’s offices with respect to the Assets (the “Background Materials”). The Background Materials include files, or copies thereof, that Seller has used in its normal course of business and may include other information about the Assets that Seller has compiled or generated. Buyer acknowledges that Seller has not made any representations or warranties as to the Background Materials except as provided in Article 6 and that Buyer may not rely on any of Seller’s estimates with respect to reserves, the value of Assets, projections as to future events or other internal analyses or forward looking statements.
Background Materials. During the Term, Opthea will provide Investor with [***]. For clarity, Opthea will remain the sole owner of, and will retain all right, title and interest in, to and under all Background Materials, including all Intellectual Property related thereto, and the Background Materials will be Confidential Information of Opthea.
Background Materials. Motricity will not include any Background Materials in the Custom Software without Verizon Wireless’s prior written consent.
