RECITALS AND REPRESENTATIONS. A. Assignor owns the right, title, and interest in and to the following (collectively the “Property”): United States Patent 6,366,538 issued on April 2, 2002, and the inventions therein described {“Invention”); The entire right, title and interest in said Invention in the above-identified United States patent and patent application and in all divisions, continuations and continuations-in-part of said application, or reissues or extensions of Letters Patent or Patents granted thereon, and in all corresponding applications filed in countries foreign to the United States, and in all patents issuing thereon in the United States and foreign countries; The right to file foreign patent applications on said Invention in its own name, wherever such right may be legally exercised, including the right to claim the benefits of the International Convention for such applications; The entire right, title and interest to any and all developed ideas, trade secrets, confidential information, and copyrightable matter directly related to said Invention; and All extensions, modifications, new developments, improvements, supplements, technical data, scientific know-how, and all other property, legal, equitable, and contractual rights directly and indirectly relating to said Invention, whether now existing or hereafter arising.
RECITALS AND REPRESENTATIONS. Section 2.1. Base Lease and Facilities Agreement 13 Section 2.2. Acquisition Payments 13 Section 2.3. Assignment and Conveyance 13 Section 2.4. Powers and Trusts Granted 14 Section 2.5. Other Security Documents 14 Section 2.6. Purpose of Corporation; Certain Covenants 14 ARTICLE III
RECITALS AND REPRESENTATIONS. The following recitals and representations constitute a part of this Agreement and the Contract:
RECITALS AND REPRESENTATIONS. [strike out the one that does not apply].
RECITALS AND REPRESENTATIONS. The recitals, statements and representations contained herein, or in any Certificate (excluding the Trustee’s execution of the Certificates or any recitals or representations concerning the Trustee or its powers) shall not be taken or construed as made by the Trustee, and the Trustee neither assumes nor shall be under any responsibility for the correctness of the same. The Trustee makes no representation as to, and is not responsible for, the validity or sufficiency hereof, of the Certificates, or the validity or sufficiency of insurance to be provided or, except as herein required, the filing or recording or registering of any document. The Trustee shall be deemed not to have made representations as to the security afforded hereby or hereunder or as to the validity or sufficiency of such document. The Trustee shall not be concerned with or accountable to anyone for the use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. The Trustee shall have no duty of inquiry with respect to any default or Events of Default described herein without actual knowledge of or receipt by the Trustee of written notice of a default or an Event of Default from the Board or any Owner.
RECITALS AND REPRESENTATIONS. A. Sublessor is a Tenant under that certain lease agreement dated September 27, 1991 by and between Reynxxxx Xxxals Development Company, a Delaware corporation ("Landlord") and Sublessor as Tenant. The lease agreement and existing rules and regulations, if any, are attached hereto and made a part hereof as Exhibit A and referred to as the "Lease".
RECITALS AND REPRESENTATIONS. Xxxxxxxx and Xxxx desire to sell to HTVN and HTVN desires to purchase from Xxxxxxxx and Xxxx all of the issued and outstanding shares of the common stock of TVI and MGB. MGB owns and/or leases and/or leases with option to buy the assets described on Exhibit "A" attached hereto and incorporated herein for all purposes, and Xxxxxxxx and Xxxx intend to convey to HTVN and HTVN intends to acquire all of such assets through the acquisition of MGB. TVI owns the assets and contract rights described on Exhibit "B" attached hereto and incorporated herein for all purposes, and Xxxxxxxx and Xxxx intend to convey to HTVN and HTVN intends to acquire all of such assets and contract rights through the acquisition of TVI. Xxxxxxxx and Xxxx represent that they collectively own all of the issued and outstanding shares of the common stock of TVI and MGB, that such shares are free and clear of all liens and claims of ownership from third parties, and that Xxxxxxxx and Xxxx have full authority to enter into this Agreement and to sell such shares to HTVN without the consent of any third party. HTVN represents that HTVN has full corporate authority to enter into this Agreement, that the purchase of the shares of TVI and MGB by HTVN under the following terms and conditions has been authorized by the Board of Directors of HTVN. The Recitals and Representations are an integral part of this Agreement.
RECITALS AND REPRESENTATIONS. The recitals, statements and representations contained herein, or in any Certificate (excluding the Trustee’s execution of the Certificates or any recitals or representations concerning the Trustee or its powers) shall not be taken or construed as made by the Trustee, and the Trustee neither assumes nor shall be under any responsibility for the correctness of the same. The Trustee makes no representation as to, and is not responsible for, the validity or sufficiency hereof, of the Certificates or, except as herein required, the filing or recording or registering of any document. The Trustee shall be deemed not to have made representations as to the security afforded hereby or hereunder or as to the validity or sufficiency of such document. The Trustee shall not be concerned with or accountable to anyone for the use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. The Trustee shall have no duty of inquiry with respect to any default or Events of Default described herein without actual knowledge of or receipt by the Trustee of written notice of a default or an Event of Default from the Board or any Owner.
RECITALS AND REPRESENTATIONS. Xxxxxxx makes the following warranties and representations concerning the four shipwrecks referred to in paragraph (1):
RECITALS AND REPRESENTATIONS. Parties entered into a Professional Services Agreement (Agreement), by which both Parties established the terms and conditions for service delivery on February 13, 2018; and Parties hereto now desire to amend the Agreement as set forth herein; and
