Prevacus definition
Examples of Prevacus in a sentence
Nothing herein shall be deemed a waiver by Odyssey of its right to receive at the Closing an effective assignment of such rights by Prevacus as otherwise set forth in this Agreement.
Prevacus has not received any written communication alleging that it has infringed the Intellectual Property rights of any third party and there are no Actions that are pending or, to the knowledge of Prevacus, threatened against Prevacus with respect thereto.
This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by Odyssey, Odyssey, and Prevacus.
This Agreement has been duly executed and delivered by Prevacus and, assuming the due authorization, execution and delivery hereof by Odyssey, no further action or approval, corporate or otherwise, is required in order to constitute this Agreement as a valid and binding obligation of Prevacus enforceable in accordance with its terms.
At the request of Odyssey and at Odyssey’s expense, and without further consideration, Prevacus shall reasonably cooperate with Odyssey (and any transferee of Odyssey) in connection with the registration of the Purchased Assets in jurisdictions outside of the United States.
Prevacus is duly incorporated, validly existing and in good standing under the laws of Delaware and has the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted.
Odyssey covenants and agrees that, except as otherwise contemplated by this Agreement or unless Prevacus shall give its prior written consent, Odyssey shall not, between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, take or fail to take, or agree to take or fail to take, any action which would make any representation or warranty made by Odyssey herein untrue or incorrect in any material respect.
The execution and delivery by Prevacus of this Agreement and the consummation by Prevacus of the transactions contemplated hereby (the “Transactions”) have been duly authorized by all necessary corporate action on the part of Prevacus.
In no event shall Odyssey be liable for indemnification pursuant to Section 9.2(a) unless and until the aggregate of all Liabilities which are incurred or suffered by the Prevacus Indemnified Parties exceeds the Basket, in which case the Prevacus Indemnified Parties shall be entitled to indemnification for all such Liabilities including the Basket (subject to Section 9.4(b)(ii)).
In the event of any expiration or termination of this Agreement, its Confidentiality provision, disclaimers of GE’s representations and warranties, GE’s rights with respect to Feedback, and limitations of GE’s liability shall survive.