Terms of the Asset Purchase Agreement. The terms of the Asset Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned IP are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Asset Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Asset Purchase Agreement and the terms hereof, the terms of the Asset Purchase Agreement shall govern.
Terms of the Asset Purchase Agreement. The terms of the Asset Purchase Agreement are not in any way superseded, modified, replaced, amended, changed, rescinded, or waived, by this Assumption Agreement. In the event of any conflict between the terms of the Asset Purchase Agreement and the terms hereof, the terms of the Asset Purchase Agreement shall control.
Terms of the Asset Purchase Agreement. The terms of the Asset Purchase Agreement, including but not limited to the Seller’s representations and warranties relating to the Assets and the Rights, are incorporated herein by this reference. The Seller acknowledges and agrees that the representations and warranties contained in the Asset Purchase Agreement shall not be superseded hereby but shall remain in full force and effect. In the event of any conflict or inconsistency between the terms of the Asset Purchase Agreement and the terms of this Xxxx of Sale, the terms of the Asset Purchase Agreement shall govern.
Terms of the Asset Purchase Agreement. The parties hereto acknowledge and agree that this IP Assignment is entered into pursuant to the Asset Purchase Agreement, to which reference is made for a further statement of the rights and obligations of Seller and Buyer with respect to the Assigned IP. The representations, warranties, covenants, agreements and indemnities contained in the Asset Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Asset Purchase Agreement and the terms hereof, the terms of the Asset Purchase Agreement shall govern.
Terms of the Asset Purchase Agreement. The parties hereto acknowledge and agree that this Patent Assignment is entered into pursuant to the Asset Purchase Agreement, to which reference is made for a further statement of the rights and obligations of the Vendor and the Purchaser with respect to the Assigned Patents. The representations, warranties, covenants, agreements and indemnities contained in the Asset Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Asset Purchase Agreement and the terms hereof, the terms of the Asset Purchase Agreement shall govern.
Terms of the Asset Purchase Agreement. This assignment and assumption is in accordance with and is subject to all the terms, representations, warranties, covenants, agreements and limitations set forth in the Asset Purchase Agreement and all such terms, representations, warranties, covenants, agreements and limitations are incorporated herein by this reference. The execution and delivery of this Agreement by the parties hereto shall not in any way limit the rights and obligations, nor expand the representations, warranties, rights or obligations of the parties under the Asset Purchase Agreement. In the event of any conflict between the terms of this Agreement and the Asset Purchase Agreement, the Asset Purchase Agreement shall control.
Terms of the Asset Purchase Agreement. This sale is in accordance with and is subject to all the terms, representations, warranties, covenants, agreements and limitations set forth in the Asset Purchase Agreement and all such terms, representations, warranties, covenants, agreements and limitations are incorporated herein by this reference. The execution and delivery of this Xxxx of Sale by the parties hereto shall not in any way limit the rights and obligations, nor expand the representations, warranties, rights or obligations, of the parties under the Asset Purchase Agreement. In the event of any conflict between the terms of this Xxxx of Sale and the Asset Purchase Agreement, the Asset Purchase Agreement shall control.
Terms of the Asset Purchase Agreement. This Agreement is made subject to and with the benefit of the respective provisions of the Asset Purchase Agreement (including, without limitation, the schedules and exhibits thereto), which are incorporated herein by reference. Each party acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Asset Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. Nothing in this Agreement, express or implied, is intended to or shall be construed to in any way modify, expand or limit the terms of the Asset Purchase Agreement. To the extent that any provision of this Agreement conflicts or is inconsistent with the terms of the Asset Purchase Agreement, the Asset Purchase Agreement shall govern. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN THE ASSET PURCHASE AGREEMENT (FOR WHICH NO CLAIMS MAY BE MADE PURSUANT TO THIS AGREEMENT), SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER WITH RESPECT TO THE ASSUMED LIABILITIES, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THE ASSET PURCHASE AGREEMENT.
Terms of the Asset Purchase Agreement. The terms of the Asset Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements, and indemnities relating to the assigned Trademark and assigned Patent are incorporated herein by this reference, including, for avoidance of doubt, all of the sections of Article V of the Asset Purchase Agreement, which are expressly and fully incorporated by reference into and integrated with this Assignment. The Parties hereto acknowledge and agree that the representations, warranties, covenants, agreements, and indemnities contained in the Asset Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein, except as clarified by the immediately following sentence. For further avoidance of doubt, Buyer shall indemnify, defend, and hold each Seller Indemnified Party, as that term is defined in the Asset Purchase Agreement, harmless from and against any claim, expense, harm, judgment or Loss (as that term is defined in the Asset Purchase Agreement) suffered by a Seller Indemnified Party arising from or related to Buyer’s use of the term “C-BOND” in connection with Xxxxx’s ownership or use of the Trademark. Except as clarified in the immediately preceding sentence, in the event of any conflict or inconsistency between the terms of the Asset Purchase Agreement and the terms hereof, the terms of the Asset Purchase Agreement shall govern.
Terms of the Asset Purchase Agreement. The terms of the Asset Purchase Agreement, including, but not limited to, Seller’s representations, warranties, covenants, agreements and indemnities relating to the Assets, and limitations thereto, are incorporated herein by this reference. The parties acknowledge and agree that nothing herein, express or implied, shall be deemed to supersede, modify, limit or expand any of the provisions of the Asset Purchase Agreement. In the event of any conflict or inconsistency between the terms of the Asset Purchase Agreement and the terms hereof, the terms of the Asset Purchase Agreement shall govern.
