H Power's Representations Sample Clauses

H Power's Representations. H Power represents and warrants to ECO Fuel Cells that to the best of its knowledge, neither the Fuel Cell Products nor ECO Fuel Cells (in connection with performing marketing, distribution, and services as authorized by H Power and by this Agreement) infringes any patent, copyright, any other party's trade secret, -------------------------------------------------------------------------------- Confidential 12 and trademark of any person. H Power further represents and warrants to ECO Fuel Cells, that to the best of its knowledge, it is not using any unauthorized trade secrets or confidential or proprietary information owned by any third party in developing the Fuel Cell Products, or in assisting ECO Fuel Cells in marketing, installing and servicing the Fuel Cell Products, unless the trade secrets and confidential information had been previously developed by H Power on its own accord. H Power further represents and warrants that neither H Power nor any company or individual performing services or developing the Fuel Cell Products is under any obligation to assign or give any development work done to any third party. H Power further warrants that it shall have in force valid assignment agreements with any of its employees or subcontractors who may perform services or development of the Fuel Cell Products. After the Beta version and after the first commercial version of Fuel Cell Products are produced, H Power shall obtain an opinion of counsel as to whether they infringe any intellectual property rights. ECO shall receive a copy of such opinion letter. If infringement is suggested, H Power shall cure. Such opinion shall be in sufficient detail that H Power could rely on it to avoid a charge of willful infringement.
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H Power's Representations. H Power represents and warrants to ECO Fuel Cells that to the best of its knowledge, neither the Fuel Cell Products nor ECO Fuel Cells (in connection with performing marketing, distribution, and services as authorized by H Power and by this Agreement) infringes any patent, copyright, any other party's trade secret, and trademark of any person. H Power further represents and warrants to ECO Fuel Cells, that to the best of its knowledge, it is not using any unauthorized trade secrets or confidential or proprietary information owned by any third party in developing the Fuel ------------- * Confidetial Cell Products, or in assisting ECO Fuel Cells in marketing, installing and servicing the Fuel Cell Products, unless the trade secrets and confidential information had been previously developed by H Power on its own accord. H Power further represents and warrants that neither H Power nor any company or individual performing services or developing the Fuel Cell Products is under any obligation to assign or give any development work done to any third party. H Power further warrants that it shall have in force valid assignment agreements with any of its employees or subcontractors who may perform services or development of the Fuel Cell Products. By January 1, 2004, H Power shall provide to ECO Fuel Cells an opinion of counsel as to whether the Fuel Cell Products infringe any intellectual property rights. ECO shall receive a copy of such opinion letter. If infringement is suggested, H Power shall cure. Such opinion shall be in sufficient detail that H Power could rely on it to avoid a charge of willful infringement.
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Related to H Power's Representations

  • Borrower’s Representations Borrower hereby represents and warrants to Lender as follows:

  • Manager's Representations The Manager represents and warrants that (i) it is registered as an investment adviser under the Investment Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) it is not prohibited by the 1940 Act or the Investment Advisers Act from performing the services contemplated by this Agreement; (iii) it has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) it has the authority to enter into and perform the services contemplated by this Agreement, and (v) it will immediately notify the Sub-Advisor of the occurrence of any event that would disqualify the Manager from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

  • Seller Representations Seller hereby represents and warrants that:

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Restricted Stock Agreement, the Purchaser hereby represents and warrants to the Company as follows:

  • Assignor’s Representations The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any claim or encumbrance; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower in respect of any of the Obligations or any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]

  • Depositor's Representations Depositor represents as follows:

  • BORROWER'S REPRESENTATIONS AND WARRANTIES Borrower represents and warrants that:

  • The Adviser’s Representations The Adviser represents, warrants and agrees that:

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