IP Representations Sample Clauses

IP Representations. Subject to Section 9.1, TMRC represents and warrants to Syros that as of the Effective Date and throughout the term of this Agreement TMRC has and shall maintain, together with its Affiliates and licensors, Licensed Patent Rights in the Territory to control the preparation, filing, prosecution and maintenance of all patents and patent applications within the Licensed Patent Rights and also to grant to Syros the right to prepare, file, prosecute and maintain the Licensed Patent Rights in accordance with Section 9.1.
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IP Representations. Notwithstanding anything to the contrary contained in Section 10.1(a), but subject to Sections 10.1(c), 10.1(f) and 11.2, the representations and warranties set forth in Section 3.5 (and the representations and warranties set forth in the Seller Closing Certificate, to the extent related thereto) shall survive the Closing until 11:59 p.m. (California time) on the [***] anniversary of the Closing Date (such time on such [***] anniversary, the “IP Expiration Time”); provided, however, that if, at any time prior to the IP Expiration Time, the Purchaser delivers to the Seller a Claim Notice alleging in good faith the existence of an inaccuracy in or a breach of any representation and warranty set forth in Section 3.5 (or representation and warranty set forth in the Seller Closing Certificate, to the extent related thereto) and asserting a claim under Section 10.2 based on such alleged inaccuracy or breach, then the claim asserted in such Claim Notice shall survive the IP Expiration Time until such time as such claim is fully and finally resolved in accordance with the terms of this Agreement.
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IP Representations. Notwithstanding anything to the contrary contained in Section 9.1(a), but subject to Section 9.1(f), each IP Representation, and the rights of the Indemnitees to be indemnified, compensated and reimbursed with respect to any breach of or inaccuracy in any of such representations and warranties, shall survive the Effective Time until 11:59 p.m. (California time) on the fifth anniversary of the Closing Date; provided, however, that if, at any time on or prior to the applicable expiration date referred to in this sentence, any Indemnitee delivers to the Securityholders’ Agent a Notice of Claim alleging the existence of an inaccuracy in or breach of IP Representation, then the claim asserted in such Notice of Claim shall survive such expiration date until such time as such claim is fully and finally resolved.
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IP Representations. Notwithstanding anything to the contrary contained in Section 11.1(a), but subject to Section 11.1(f), each IP Representation, and the rights of the Indemnitees to be indemnified, compensated and reimbursed with respect to any breach of or inaccuracy in any IP Representation, shall survive the Closing until 11:59 p.m. (Eastern Time) on the date that is the three (3) year anniversary of the Closing Date; provided, however, that if, at any time on or prior to the applicable expiration date referred to in this sentence, any Indemnitee delivers to the Sellers’ Representative a Notice of Claim alleging an inaccuracy in or breach of any IP Representation, then the claim asserted in such Notice of Claim shall survive such expiration date until such time as such claim is fully and finally resolved.
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IP Representations. “IP Representations” shall mean the representations and warranties set forth in Section 2.12.
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IP Representations. Notwithstanding anything to the contrary contained in Section 10.1(a), but subject to Section 10.1(f), the IP Representations shall survive the Effective Time until 11:59 p.m. (Pacific time) on the date that is 36 months following the Closing Date (the “IP Expiration Date”); provided, however, if, at any time on or prior to the expiration of the IP Expiration Date referred to in this sentence, any Parent Indemnitee delivers to the Securityholders’ Agent a Claim Notice asserting a right to indemnification under Section 10.2 based on an alleged inaccuracy or breach of the IP Representations, then the corresponding IP Representations described in such Claim Notice shall survive the applicable expiration date, only for purposes of such claim, until such time as such claim is fully and finally resolved.
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Related to IP Representations

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Company Representations The Company represents and warrants to the Purchaser that:

  • Perfection Representations The representations, warranties and covenants set forth on Schedule I hereto shall be a part of this Agreement for all purposes. Notwithstanding any other provision of this Agreement or any other Basic Document, the perfection representations contained in Schedule I shall be continuing, and remain in full force and effect until such time as all obligations under the Indenture have been finally and fully paid and performed. The parties to this Agreement: (i) shall not waive any of the perfection representations contained in Schedule I, (ii) shall provide the Rating Agencies with prompt written notice of any breach of perfection representations contained in Schedule I, and (iii) shall not waive a breach of any of the perfection representations contained in Schedule I.

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Continuing Representations These representations shall be considered to have been made again at and as of the date of each disbursement of the Loan and shall be true and correct as of such date or dates.

  • Payer Representations For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Perfection Representations and Warranties If the transfer of the Conveyed Assets under this Agreement is determined to be a pledge relating to a financing or is determined not to be an absolute sale and assignment, the Depositor makes the following representations and warranties on which the Issuer is relying in purchasing the Conveyed Assets. The representations and warranties are made as of the Closing Date, but shall survive the sale, transfer and assignment of the Conveyed Assets by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture:

  • Deemed Representations On any day, as soon as possible and in any event within one (1) Business Day after knowledge thereof, notice of any event or occurrence that would cause any representation made by the Borrower pursuant to Section 3.2(c)(i), (ii) or (iv) to be misleading or untrue in any material respect if made on such day.

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

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