REPRESENTATIONS AND WARRANTIES OF PACE. In order to induce Sony/Block to enter into this Agreement, Pace hereby makes the following representations and warranties to Sony/Block.
REPRESENTATIONS AND WARRANTIES OF PACE a. Xxxx is an individual who has the power to own his properties and to carry on his business as it is now being conducted.
REPRESENTATIONS AND WARRANTIES OF PACE. SECTION 6.1 SECTION 6.2 Authorization Ownership ARTICLE VII. ADDITIONAL AGREEMENTS SECTION 7.1 SECTION 7.2 SECTION 7.3 SECTION 7.4 SECTION 7.5 SECTION 7.6 SECTION 7.7 SECTION 7.8 SECTION 7.9 SECTION 7.10 SECTION 7.11 SECTION 7.12 SECTION 7.13 SECTION 7.14 SECTION 7.15 SECTION 7.16 Conduct of the Company Prior to the Effective Time Access to Information Confidentiality Efforts; Consents; Regulatory and Other Authorizations Further Action Indemnification; Directors’ and Officers’ Insurance Employee Benefit Matters Transfer Taxes Disclosure Schedules; Supplementation and Amendment of Schedules 280G Covenant Exclusivity. [Reserved] Shelf Registration Statement [Reserved]. [Reserved] Securities Law Compliance
REPRESENTATIONS AND WARRANTIES OF PACE. Pace represents and warrants to Parent and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF PACE. PACE represents and warrants to 3M that the statements contained in this Section 3 are correct and complete as of the date of this Agreement, except as set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.
REPRESENTATIONS AND WARRANTIES OF PACE. PACE hereby represents and warrants to the Purchaser that the statements contained in this section 3.1 are true, correct and complete, and will be true, correct and complete as of the Effective Date and acknowledges that the Purchaser is relying upon same in connection with the transactions contemplated herein:
REPRESENTATIONS AND WARRANTIES OF PACE. The following new Section 3(bb) is hereby added to the Agreement: 3(bb) JRS Clinical Technologies. Pursuant to a Purchase Agreement dated October 18, 1993 as thereafter amended ("Purchase Agreement") by and between Health Care Expert Systems ("HCES") and JRS Clinical Technologies, Inc. ("JRS"), HCES (which subsequently became, and shall hereafter be referred to within this paragraph as, PACE) acquired certain rights from JRS, including royalty-free rights to use, modify and license the use of certain JRS "Software" and "Documentation," and to use and modify the "Source Code" (as those terms are defined and used in the Purchase Agreement). The JRS Software, Documentation and Source Code form a substantial basis of PACE's Clinical Information System ("CIS") product line, but no more than approximately ten percent (with an estimated range of between five to fifteen percent) of the source code, executable code and associated written documentation of PACE's Case Management System ("CMS") product line. Approximately ninety percent (with an estimated range of between eighty-five to ninety-five percent) of the source code, executable code and associated documentation to PACE's CMS product line is original to PACE and, thus, the CMS product line does not constitute an "update," "enhancement," "addition" or "modification" (as those terms are used in the Purchase Agreement) to the JRS Software, Documentation or Source Code. Except with respect to PACE's CIS and CMS products as set forth above, no part of the JRS Software, Documentation and Source Code was used to create, and are not included in, any other PACE product that is part of the Acquired Assets under this Agreement. Under the Purchase Agreement, JRS, together with JRS's successors in interest (regardless of whether such succession occurred through the acquisition of JRS's stock or assets) have no right, title or interest (including, but not limited to, any patent, copyright, trade secret, right to possession, right to use, right to a copy, or right to distribute) in or to:
