BY LIFE Sample Clauses

BY LIFE. Life represents and warrants that, as of the Effective Date, it has the full right and authority to enter into this Agreement and to grant to Licensee the rights granted in Section 2 of this Agreement. For the avoidance of doubt, Life Cells were provided “as is” solely for Licensee to generate derivative products. Except as provided in this Section 9.1, Life makes no representations or warranties concerning the Life Cells.
Sample 1
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BY LIFE. In addition to those matters relating to the Registration Statement and Prospectus, as subsequently set forth in this Article III, LIFE, on or before the Closing Date, shall have completed all requisite action, including any corporate action under the laws of the State of Nevada in order to permit LIFE to consummate the Agreement transactions.
Sample 1
BY LIFE. On and subsequent to the Closing Date, LIFE shall exert all reasonable effort to continue the Business of the Seller, as such Business will be conducted on the contemplated enhanced scale resulting from the consummation of asset sale-purchase transactions under the various asset purchase agreements described in Section 8.3 above. LIFE shall also supplement the Prospectus one or more times as is necessary in order to keep the information provided in such Prospectus current and to reflect, if necessary, the consummation of the various asset sale-purchase transactions provided for in the several asset purchase agreements existing between LIFE and various limited liability companies other than the Seller. LIFE shall also continue the effort to cause the Preferred Stock and/or Common Stock issued as the Purchase Consideration and the Common Stock to be issued upon the conversion of the Preferred Stock to be listed on an appropriate exchange, which exchange may be the NASDAQ National Market, the NASDAQ SmallCap Market or the NASDAQ Electronic Bulletin Board Market. The Seller shall extend its cooperation in this effort. LIFE shall, on an initial and continuing basis, also cause to be prepared and filed on a timely basis, such reports as are required by the '34 Act or any securities exchange.
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BY LIFE. LIFE may terminate this Agreement upon (a) a failure in the performance by the Seller of any of the conditions precedent as described in Article III hereof, (b) the breach of any of the representations and warranties extended by the Seller as such representations and warranties are set forth in Article V hereof, or (c) the failure on the part of the Seller to fulfill the pre-closing covenants of the Seller as set forth in Article VII hereof.
Sample 1
BY LIFE. LIFE agrees to and does hereby indemnify and hold harmless the Seller and any persons controlling the Seller as such term is used in the '33 Act and the '34 Act, including, without limitation, the members of the Executive Committee, harmless from and against any and all liability, loss, damage, expense, cost or injury, including, without limitation, those resulting from any and all actions, suits, proceedings and judgements, together with reasonable costs and expenses, including, without limitation, reasonable legal expenses relating thereto arising out of or resulting from the failure on the part of LIFE to include information in the Registration Statement and Prospectus reasonably deemed material or failure on the part of LIFE to state information included in the Registration Statement and Prospectus accurately and completely, thereby causing the Registration Statement and Prospectus to contain information which is materially misrepresentative or which causes the Registration Statement and Prospectus to be materially omissive.
Sample 1
BY LIFE. LIFE represents to the Xxxxx Trust and the York Trust and the Trustees that LIFE is acquiring the Conveyed Stock of VCI and Premiere for investment purposes and not with a view to the resale or distribution thereof and recognize that the Conveyed Stock constitutes Restricted Securities as that term is utilized in Commission Rule 144.
Sample 1
BY LIFE. LIFE represents and warrants to LICENSEE that as of the EFFECTIVE DATE:
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Related to BY LIFE

  • Product Liability and Recalls (a) Except a disclosed in Section 3.27 of the Disclosure Schedule or the Company SEC Documents to the Best Knowledge of the Company, there is no claim, or the basis of any claim, against the Company or any of this subsidiaries for injury to person or property of employees or any third parties suffered as a result of the sale of any product or performance of any service by the Company or any of its subsidiaries, including claims arising out of any alleged defective nature of its products or services, which could reasonably be expected to have a Material Adverse Effect on the Company.

  • By Licensor Licensor represents and warrants that:

  • No Warranty In executing and delivering this Lease, Tenant has not relied on any representations, including, but not limited to, any representation as to the amount of any item comprising Additional Rent or the amount of the Additional Rent in the aggregate or that Landlord is furnishing the same services to other tenants, at all, on the same level or on the same basis, or any warranty or any statement of Landlord which is not set forth herein or in one or more of the exhibits attached hereto.

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • Extent of Liability; Contribution (a) Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Borrower is primarily liable, as described below, and (ii) such Borrower’s Allocable Amount.

  • By Lessee Subject to the express provisions of this Lease, by taking --------- possession of the Premises, Lessee shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date of such possession, subject to all applicable laws, covenants, conditions, restrictions, easements, and other matters of public record and the Rules and Regulations from time to time promulgated by Lessor governing the use of any portion of the Project. Lessee shall at Lessee's sole cost and expense, keep every pan of the Premises in good condition and repair, damage thereto from causes beyond the control of Lessee (and riot caused by any act or omission of Lessee or Lessee's Agents) and ordinary wear and tear excepted. If Lessee fails to maintain the Premises as required by this Lease, Lessor may give Lessee notice to do such acts as are reasonably required to so maintain the Premises and if Lessee fails to commence such work immediately in an emergency or where immediate action is required to protect the Premises or any portion of the Project, or within ten (10) days after such notice is given under other circumstances, and diligently prosecute it to completion, then Lessor or Lessor's agents, in addition to all of the rights and remedies available hereunder or by law and without waiving any alternative remedies, shall have the right to enter the Premises and to do such acts and expend such funds at the expense of Lessee as are reasonably required to perform such work. Any amount so expended by Lessor shall be paid by Lessee to Lessor as additional rent, upon demand. With respect to any work performed by Lessor pursuant to this Article 11.a., Lessor shall be liable to Lessee only for physical damage caused to Lessee's personal property located within the Premises to the extent such damage is caused by Lessor's active negligence or willful misconduct and is not covered by the insurance required to be maintained by Lessee pursuant to this Lease. In no event shall Lessor have any liability to Lessee for any other damages, or for any inconvenience or interference with the use of the Premises by Lessee, or for any consequential damages, including lost profits, as a result of performing any such work. Except as specifically provided in this Lease, Lessor shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any pan thereof and the parties hereto affirm that Lessor has made no representations or warranties, express or implied, to Lessee respecting the condition of the Premises or any part of the Project except as specifically set forth in this Lease.

  • Product Liability The Company has no Liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, sold, leased, or delivered by the Company.

  • Product Liability Claims Notwithstanding the provisions of Section 9.2, any Losses arising out of any Third Party claim, suit, action, proceeding, liability or obligation involving any actual or alleged death or bodily injury arising out of or resulting from the development, manufacture or Commercialization of any Fibrocell Products or Improved Products for use or sale in the Field, to the extent that such Losses exceed the amount (if any) covered by the applicable Party’s product liability insurance (“Excess Product Liability Costs”), shall be paid by [*****], except to the extent such Losses arise out of any Third-Party Claim based on the gross negligence or willful misconduct of a Party, its Affiliates, or its Affiliates’ sublicensees, or any of the respective officers, directors, employees and agents of each of the foregoing entities, in the performance of obligations or exercise of rights under this Agreement.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, the REGENXBIO Licensors, and their respective shareholders, members, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: [*]; provided, however, that Licensee shall not be liable for claims to the extent based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:

  • The Platform THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

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