Seller Materials Sample Clauses

Seller Materials. Purchaser is familiar with the Property and is willing to purchase the same in its “As-Is” condition as further described in Paragraph 9 below and subject to a Due Diligence Period as set forth in Paragraph 3.2 and title inspection as set forth in Paragraph 4, and an inspection period as set forth in Paragraph 5 of this Agreement. To assist Purchaser in familiarizing itself with the Property, Seller has provided those items listed on Exhibit “B” attached hereto (“Seller’s Materials”) on or prior to the Effective Date [defined below.] Notwithstanding anything to the contrary contained in this Agreement, in the event of a termination of this Agreement, Purchaser shall return Seller’s Materials and any copies thereof to Seller. The furnishing of Seller’s Materials is without representation or warranty by Seller as to the accuracy thereof, or as to the right of Purchaser to rely on Seller’s Materials.
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Seller Materials. Purchaser is familiar with the Property and is willing to purchase in its “As-Is” condition as further described in Paragraph 11 below and subject to title inspection as set forth in Paragraph 5, and an inspection period as set forth in Paragraph 6 of this Agreement. To assist Purchaser in familiarizing itself with the Property, Seller has provided those items listed on Exhibit “B” attached hereto (“Seller’s Materials”) on or prior to the Effective Date [defined below.] Notwithstanding anything to the contrary contained in this Agreement, in the event of a termination of this Agreement, Purchaser shall return Seller’s Materials and any copies thereof to Seller. The furnishing of Seller’s Materials is without representation or warranty by Seller as to the accuracy thereof, or as to the right of Purchaser to rely on Seller’s Materials.
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Seller Materials. To the extent that Seller provides any information, data, reports, marketing material, specifications, computer hardware, software (including firmware, connectors or application programming interfaces) (collectively with any Work Product, the “Seller Materials”) in connection with this Contract, Seller grants to Buyer a non-exclusive, non-transferrable license to use such Seller Materials (and any modifications, enhancements and updates thereto provided by Seller to Buyer) solely in connection with use of the Products and in accordance with the terms of this Contract and any documentation provided with such Seller Materials. This Contract governs Buyer’s use of and access to the Seller Materials; Buyer acknowledges and agrees that all Seller Materials are licensed and not sold, and that any use of “purchase” or “sell” in connection with any Seller Materials shall be deemed to mean “license”. For clarity, except for the license in this Section, nothing in the Contract is intended to grant to Buyer any right to Seller Materials. The Seller Materials are licensed for Buyer’s internal use only. Buyer may not distribute the Work Product or any Seller Materials to any government or quasi-government entity, contractor, or competitor of Seller, in each case without the express written permission of Seller. The license in this Section does not include any rights (directly or indirectly) to make, have made, use, sell, offer to sell, import or otherwise exploit any rights under any patents, trade secrets or other proprietary rights controlled by Seller. SELLER PROVIDES THE SELLER MATERIALS “AS-IS.” SELLER DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES AND CONDITIONS OF ANY KIND WHATSOEVER, INCLUDING THOSE OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PURPOSE IN CONNECTION WITH THE SELLER MATERIALS. BUYER ACKNOWLEDGES THAT NATURAL SYSTEMS MODELED BY THE SELLER ARE INHERENTLY DYNAMIC AND COMPLEX. Seller expressly reserves the right to seek all available legal and equitable remedies to prevent any of the foregoing and to recover any lost profits, damages or costs resulting from any Buyer violation of the restrictions in this Contract.
Sample 1
Seller Materials. If Seller provides Listing Broker any photographs, floor plans, art work, plot plan 285. drawings, or any other items created by or for Seller ("Seller Materials"), Seller, having the authority to do so, 286. hereby grants Listing Broker and MLS a non-exclusive right and license to all intellectual property rights 287. thereto including the copyright to use and defend Seller Materials in any manner and for any reason. Upon 288. termination of this Agreement, upon written request, the Seller Materials shall be returned to Seller.
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Seller Materials. Within five (5) business days after Effective Date, Seller will provide Purchaser with access to or copies of any material agreements, tests, assessments, documentation, evidence and all other information relating to the ownership, zoning, value, income, environmental condition, operations, leasing, construction, maintenance and/or repair of the Property, to the extent in Seller’s possession or control (all the foregoing material described herein are collectively referred to as “Seller Materials”) and shall reasonably cooperate with Purchaser’s reasonable request for additional documents and information related to the Property for its review, provided such cooperation is at no cost or expense to Seller (unless Purchaser agrees to reimburse Sellers with respect to same). The Seller Materials, if any, shall be delivered or made available to Purchaser for informational purposes only, and except as and if expressly stated herein, Seller makes no representation or warranty as to the truth, accuracy or completeness of any materials, data or information delivered or given by Seller or its brokers or agents to Purchaser in connection with the transaction contemplated hereby. Purchaser acknowledges and agrees that, except as expressly stated herein, all materials, data and information delivered or given by Seller to Purchaser in connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and that any reliance on or use of such materials, data or information by Purchaser shall be at the sole risk of Purchaser, except as otherwise expressly stated herein. Neither Seller, nor any affiliate of Seller, nor the person or entity which prepared any report or reports delivered by Seller to Purchaser shall have any liability to Purchaser for any inaccuracy in or omission from any such reports. Notwithstanding the foregoing, it is understood and agreed that Seller will not knowingly provide inaccurate, false or incomplete information to the Purchaser.
Sample 1
Seller Materials. Prior to the Effective Date, Seller has delivered to Purchaser copies of the documents in Seller’s possession pertaining to the Prope1ty listed on attached Schedule 4(p) (“Seller’s Materials”). Any updates, re-certifications, revisions or amendments to the Seller’s Materials requested by Purchaser shall be at the sole cost and expense of Purchaser. Seller shall deliver to Purchaser any other agreement, document or information reasonably requested by Purchaser in Seller’s possession.
Sample 1
Seller Materials. Prior to the Effective Date Sellers provided to Buyers the Materials (as defined in Section 20(b) below). At the Closing of each Property, Buyer shall pay to the applicable Seller a prorated portion of the total cost incurred by Sellers in obtaining the Materials, not to exceed Ninety-Two Thousand Dollars ($92,000.00) in the aggregate, based upon the relative Purchase Price for each of the Properties.
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Seller Materials. Seller has no Actual Knowledge of any material error or misstatement in any of the Seller Materials, except if and to the extent the same is disclosed on the face of the Seller Materials provided to Buyer.
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Related to Seller Materials

  • Other Materials On each date on which the Company is required to deliver a certificate pursuant to Section 7(l), the Company shall have furnished to the Agent such appropriate further information, opinions, certificates, letters and other documents as the Agent may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof.

  • Company Materials During the term of this Agreement, the Company agrees to furnish the Manager at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Funds or to the public, which refer to the Manager in any way, prior to use thereof and, not to use such material if the Manager reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, the Company will continue to furnish to the Manager copies of any of the above-mentioned materials which refer in any way to the Manager. The Company shall furnish or otherwise make available to the Manager such other information relating to the business affairs of the Funds as the Manager at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.

  • Proprietary Materials Each of the Parties shall own its own intellectual property including without limitation all trade secrets, know-how, proprietary data, documents, and written materials in any format. Any materials created exclusively by IPS for the School shall be owned by IPS, and any materials created exclusively by Operator for the School shall be Operator’s proprietary material. The Parties acknowledge and agree that neither has any intellectual property interest or claims in the other Party’s proprietary materials. Notwithstanding the foregoing, materials and work product jointly created by the Parties shall be jointly owned by the Parties and may be used by the individual Party as may be agreed upon by both Parties from time to time.

  • Product Information EPIZYME recognizes that by reason of, inter alia, EISAI’s status as an exclusive licensee in the EISAI Territory under this Agreement, EISAI has an interest in EPIZYME’s retention in confidence of certain information of EPIZYME. Accordingly, until the end of all Royalty Term(s) in the EISAI Territory, EPIZYME shall keep confidential, and not publish or otherwise disclose, and not use for any purpose other than to fulfill EPIZYME’s obligations, or exercise EPIZYME’s rights, hereunder any EPIZYME Know-How Controlled by EPIZYME or EPIZYME Collaboration Know-How, in each case that are primarily applicable to EZH2 or EZH2 Compounds (the “Product Information”), except to the extent (a) the Product Information is in the public domain through no fault of EPIZYME, (b) such disclosure or use is expressly permitted under Section 9.3, or (c) such disclosure or use is otherwise expressly permitted by the terms and conditions of this Agreement. For purposes of Section 9.3, each Party shall be deemed to be both the Disclosing Party and the Receiving Party with respect to Product Information. For clarification, the disclosure by EPIZYME to EISAI of Product Information shall not cause such Product Information to cease to be subject to the provisions of this Section 9.2 with respect to the use and disclosure of such Confidential Information by EPIZYME. In the event this Agreement is terminated pursuant to Article 12, this Section 9.2 shall have no continuing force or effect, but the Product Information, to the extent disclosed by EPIZYME to EISAI hereunder, shall continue to be Confidential Information of EPIZYME, subject to the terms of Sections 9.1 and 9.3 for purposes of the surviving provisions of this Agreement. Each Party shall be responsible for compliance by its Affiliates, and its and its Affiliates’ respective officers, directors, employees and agents, with the provisions of Section 9.1 and this Section 9.2.

  • Due Diligence Materials The information heretofore furnished by the Seller to the Purchaser for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Seller to the Purchaser will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.

  • Documents and Materials CONTRACTOR shall maintain and make available to COUNTY for its inspection and use during the term of this Agreement, all Documents and Materials, as defined in Paragraph 9 of this Agreement. CONTRACTOR’s obligations under the preceding sentence shall continue for four

  • Seller Information The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish, and such seller shall furnish, to the Company such information regarding the distribution of such securities as the Company may from time to time reasonably request in writing.

  • Materials (Confirm each bullet point and sign below) ▪ Vendor claims some Vendor Data confidential to the extent permitted by T GC Chapter 552 and other applicable law. Vendor claims some Vendor Data confidential to the xtent permitted by TGC Chapter 552 and other applicable law. ▪ Vendor attached to this PDF all potentially confidential Vendor Data and listed the number of attached pages below. ▪ Vendor’s authorized signatory has signed below and shall upload this document in the proper location in the eBid System. ▪ Vendor agrees that TIPS shall not be liable for any release of confidential information required by law. Number of pages attached deemed confidential: Authorized Signature: (Confir ch bullet point and sig bel ) ( Confirm each bullet point and sign below By signing for Option 2 below, V endor ex pressly waives any confidentiality claim for all Vendor Data submitted in relation to this proposal and resulting contract. Vendor confirms that By signing for Option 2 below, V or e pressly waives any confidentiality claim for all Vendor Da ubmitted in relation TIPS may freely release Vendor Data submitted in relation to this proposal or resulting contract to any requestor. Vendor agrees that TIPS shall not be responsible or liable for any use or distribution of Vendor Data by TIPS or TIPS Members. ▪ Vendor’s authorized signatory has signed below and shall upload this document in the proper location in the eBid System. ▪Vendor agrees that TIPS shall not be liable for any release of confidential information required by law.

  • Buyer Information True and complete copies of all documents listed in the Buyer Disclosure Schedule have been made available or provided to Seller. The books of account, stock record books and other financial and corporate records of Buyer and the Buyer Subsidiaries, all of which have been made available to Seller, are complete and correct in all material respects.

  • Testing-the-Waters Materials If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

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