Representations and Warranties of the University. The University hereby represents and warrants to the Company as of the date of this Agreement as follows:
Representations and Warranties of the University. The University represents, warrants and acknowledges that the University: (a) has had an opportunity to ask questions of and receive answers from a Company representative concerning the terms and conditions of this investment; (b) is acquiring the Shares for the University’s own account for the purpose of investment, and not with a view to any resale or other distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”); (c) is a sophisticated investor with such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the Shares; (d) is able to and must bear the economic risk of the investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act, and therefore, cannot be offered or sold unless the Shares are subsequently registered under the Securities Act or an exemption from such registration is available; and (e) that the University is an “accredited investor” as that term is defined in Regulation D under the Securities Act. The University acknowledges and understands that the Common Stock has not been registered under the Securities Act, nor registered pursuant to the provisions of the securities laws or other laws of any other applicable jurisdictions, in reliance on exemptions for private offerings contained in Section 4(2) of the Securities Act and in the laws of such jurisdictions. The University further understands that the Company has no intention and is under no obligation to register the Shares under the Securities Act or to comply with the requirements for any exemption that might otherwise be available, or to supply the University with any information necessary to enable the University to make routine sales of the Shares under Rule 144 or any other rule of the Securities and Exchange Commission.
Representations and Warranties of the University. The University represents and warrants to Novirio that:
Representations and Warranties of the University. The University represents and warrants to Licensee that this Agreement, when executed and delivered by the University, will be the legal, valid and binding obligation of the University, enforceable against the University in accordance with its terms. The University also represents to Licensee that the University has not received any written notice that the Licensed Work infringes the proprietary rights of any third party. These representations are to the knowledge of the University, based upon conversations with certain University officials. The University has made no independent investigation of the matters which are subject to these representations.
Representations and Warranties of the University. The University represents and warrants to the Manager as at the Execution Date, intending that the Manager rely thereon without further investigation, that:
Representations and Warranties of the University. The University makes the following representations and warranties to the Concessionaire and acknowledges that the Concessionaire and its Representatives are relying upon such representations and warranties in entering into this Agreement:
Representations and Warranties of the University. The University makes the following representations and warranties effective the date hereof:
Representations and Warranties of the University. The University represents and warrants to Licensee that: (a) this Agreement, when executed and delivered by the University, will be the legal, valid and binding obligation of the University, (b) the University has not granted rights in or to the Licensed Technology to any person other than Licensee, except to the extent provided by the Federal Government Interest; (c) the University has not received any written notice that the Licensed Technology infringes the proprietary rights of any third party; and (d) the University has received no written notice of any patent or other proprietary technology of the University other than the Licensed Patents and the Technical Information which would be required to make, have made, use and sell the Licensed Products and to practice under the Licensed Technology in connection therewith. However, the University gives no representation or warranty that any patent within the Licensed Patents will be granted or, if granted, that any such patent will be valid. The representations and warranties in clauses (b), (c), and (d) hereof are to the knowledge of the University, based upon conversations with certain officials of the University and Dr. Reed. The University has made no independent investigation, exaxxxxxxxx or review of the matters which are subject to the foregoing representations, other than a review of relevant files maintained in the University's Office of Corporate Programs & Technology.
Representations and Warranties of the University. (i) University is the holder of the lessor's interest in the Sublease, and University has not made or agreed to make any assignment, transfer, conveyance, encumbrance, or other disposition of the lessor's interest in the Sublease, the Guaranty, the Premises (except to Company pursuant to the Sublease), or the Disputes, including, without limitation, any right of occupancy or possession or any other right, title or interest under or arising by virtue of the Sublease, or of any claim, demand, obligation, liability, action or cause of action arising under, from, respecting, or pursuant to the Sublease or the Guaranty, or any rights of possession arising under, from, respecting or pursuant to the Premises, University's interest in the Premises, or the Disputes.
