Representations by Georgetown Sample Clauses

Representations by Georgetown. 13.2.1 Georgetown has the authority to enter into this Agreement. Georgetown does not warrant the validity of the Patent Rights licensed hereunder and makes no representations whatsoever with regard to the scope of the licensed Patent Rights or that such Patent Rights may be exploited by Company or Sublicensee without infringing other patents.
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Representations by Georgetown. 13.2.1 Georgetown represents and warrants that, except as to any claims or rights of Company: (a) it is an owner of the Patent Rights by assignment from one or more of the inventors; (b) it has the right to grant the licenses granted herein, and to the actual knowledge of Georgetown’s Office of Technology Commercialization, the Patent Rights are free and clear of any lien, encumbrance, security interest or restriction on the license granted other than set forth in the Bxxx-Xxxx Act and any federal grant; (c) all prior reviews and approvals required by regulations or law for Georgetown to grant the rights to Company under this Agreement have been obtained by Georgetown as of the Effective Date; (d) all Georgetown inventors of the Patent Rights have assigned in writing their rights in the Patent Rights to Georgetown; (e) Georgetown’s Vice President, Office of Technology Commercialization executing this Agreement has the requisite authority to do so; (f) Georgetown has not previously granted any right, license, or interest in and to Patent Rights exclusively licensed by Georgetown to Company pursuant to Section 3.1, or any portion thereof, inconsistent with the license granted to Company herein; (g) to the actual knowledge of Office of Technology Commercialization no other intellectual property owned by Georgetown is necessary to practice the Patent Rights; (h) to its knowledge, there are no actions, suits, investigation, claims, proceedings, judgments or settlements against Georgetown, of which Georgetown has received notice (whether verbal or written), in any way relating to the Patent Rights; (i) there are no threatened actions, suits, investigation, claims or proceedings in any way relating to the Patent Rights, of which Georgetown has received notice (whether verbal or written); and (j) Georgetown has reported the Invention to the U.S. government and has elected ownership.
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Related to Representations by Georgetown

  • Representations by Seller For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date:

  • Representations by Company Except with the prior written consent of the Trust, the Company shall not give any information or make any representations or statements about the Trust or the Funds nor shall it authorize or allow any other person to do so except information or representations contained in the Trust's Registration Statement or the Trust's Prospectuses or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in writing by the Trust or its designee in accordance with this Article V, or in published reports or statements of the Trust in the public domain.

  • Representations by Buyer Buyer represents and warrants to, and covenants with, Seller as follows:

  • Representations and Warranties by the Partners A. Each Partner that is an individual (including, without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or a Substituted Limited Partner) represents and warrants to, and covenants with, each other Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s property is bound, or any statute, regulation, order or other law to which such Partner is subject, (ii) if five percent (5%) or more (by value) of the Partnership’s interests are or will be owned by such Partner within the meaning of Code Section 7704(d)(3), such Partner does not, and for so long as it is a Partner will not, own, directly or indirectly, (a) stock of any corporation that is a tenant of (I) the General Partner or any Disregarded Entity with respect to the General Partner, (II) the Partnership or (III) any partnership, venture or limited liability company of which the General Partner, any Disregarded Entity with respect to the General Partner, or the Partnership is a direct or indirect member or (b) an interest in the assets or net profits of any non-corporate tenant of (I) the General Partner or any Disregarded Entity with respect to the General Partner, (II) the Partnership or (III) any partnership, venture, or limited liability company of which the General Partner, any Disregarded Entity with respect to the General Partner, or the Partnership is a direct or indirect member, (iii) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding the foregoing, a Partner that is an individual shall not be subject to the ownership restrictions set forth in clause (ii) of the immediately preceding sentence to the extent such Partner obtains the written Consent of the General Partner prior to violating any such restrictions. Each Partner that is an individual shall also represent and warrant to the Partnership that such Partner is neither a “foreign person” within the meaning of Code Section 1445(f) nor a foreign partner within the meaning of Code Section 1446(e).

  • Representations and Warranties by the Executive The Executive represents and warrants to the Employer that the execution and delivery by the Executive of this Agreement do not, and the performance by the Executive of the Executive's obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Executive; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound.

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer represents and warrants to Seller as follows:

  • REPRESENTATIONS BY THE COMPANY 3.1 The Company represents and warrants to the Subscriber that:

  • Representations and Warranties by the Employee The Employee represents and warrants to the Employer that the execution and delivery by the Employee of this Agreement do not, and the performance by the Employee of the Employee’s obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Employee; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Employee is a party or by which the Employee is or may be bound.

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

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

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