1Mutual Representations and Warranties. HoldCo, on behalf of itself and the Provider Parties, hereby represents and warrants to Recipient, and Recipient, on behalf of itself and the other Recipient Parties, hereby represents and warrants to Provider, that: (a) The warranting Party and each of its Subsidiaries is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, with all requisite corporate or other entity power and authority to own, operate and lease its properties and assets and to carry on its business as currently conducted, and is duly qualified to do business and is in good standing (where applicable) as a foreign corporation in each jurisdiction where the ownership, operation or leasing of its properties and assets or the conduct of its business as currently conducted requires such qualification, except for those jurisdictions where the failure to be so qualified or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the warranting Party or any of its Subsidiaries; and (b) The warranting Party has all necessary power and authority to make, execute and deliver this Agreement on behalf of itself and its Subsidiaries, and to perform, and to cause its Subsidiaries to perform, all of the obligations to be performed by it or its Subsidiaries hereunder. The making, execution, delivery and performance by the warranting Party of this Agreement, and the performance of the Agreement and the agreement so to perform, has been duly and validly authorized by all necessary corporate action on the part of such Party and its Subsidiaries. This Agreement has been duly and validly executed and delivered by such Party, and assuming the due authorization, execution and delivery by the other Party, this Agreement will constitute the valid, legal and binding obligation of such Party and its Subsidiaries, enforceable against it and them in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar Law, now or hereafter in effect, relating to or affecting the rights of creditors generally and the availability of specific remedies may be limited by legal and equitable principles of general applicability.
Appears in 1 contract
1Mutual Representations and Warranties. HoldCo, on behalf of itself and the Provider Parties, hereby Each Party represents and warrants to Recipient, and Recipient, on behalf of itself and the other Recipient Parties, hereby represents and warrants to Provider, thatParty as follows:
(a) The warranting 12.1. 1Such Party and each of its Subsidiaries is an entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, with all in which it is organized.
12.1. 2Such Party (a) has the requisite corporate or other entity power and authority and the legal right to own, operate and lease its properties and assets enter into this Agreement and to carry on perform its business as currently conducted, and is duly qualified to do business and is in good standing (where applicable) as a foreign corporation in each jurisdiction where the ownership, operation or leasing of its properties and assets or the conduct of its business as currently conducted requires such qualification, except for those jurisdictions where the failure to be so qualified or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the warranting Party or any of its Subsidiariesobligations hereunder; and
(b) The warranting Party has taken all necessary power requisite action on its part to authorize the execution and authority to make, execute and deliver delivery of this Agreement on behalf of itself and its Subsidiaries, and to perform, and to cause its Subsidiaries to perform, all of the obligations to be performed by it or its Subsidiaries hereunder. The making, execution, delivery and performance by the warranting Party of this Agreement, and the performance of the Agreement and the agreement so to perform, has been duly and validly authorized by all necessary corporate action on the part of such Party and its Subsidiariesobligations hereunder. This Agreement has been duly and validly executed and delivered by on behalf of such Party, and assuming the due authorizationconstitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms.
12.1. 3All necessary consents, approvals and authorizations of all Governmental Authorities and other persons or entities required to be obtained by such Party in connection with this Agreement have been obtained.
12.1. 4The execution and delivery by the other Party, of this Agreement and the performance of such Party’s obligations hereunder (a) do not and will not conflict with or violate any requirement of applicable Laws, regulations or orders of governmental bodies; and (b) do not and will not conflict with, or constitute a default under, any contractual obligation of such Party.
12.1. 5As of the validEffective Date, legal and binding obligation there is no action or proceeding pending against such Party that questions in any material respect the validity of this Agreement or any action taken by such Party in connection with the execution of this Agreement.
12.1. 6The operation of the business of such Party and its SubsidiariesAffiliates is being, enforceable against it and them has been, conducted in accordance compliance with all applicable Laws, including Compliance Laws. Neither such Party nor any of its termsAffiliates has received any written notice to the effect that the operation of the business of such Party or its Affiliates is not, except as the enforceability hereof may be limited by bankruptcyand was not, insolvencyin material compliance with any such applicable Laws, moratorium including Compliance Laws.
12.1. 7Such Party, its Affiliates and other Third Parties acting on such Party’s or its Affiliates’ behalf, has instituted and maintained policies and procedures designed to promote and achieve compliance with all applicable Compliance Laws. None of such Party, its Affiliates or any of their respective managing directors or employees, or, to such Party’s knowledge, any of their respective Third Party representatives, partners or other similar Third Parties acting on such Party’s or its Affiliates’ behalf, has, (a) engaged in any conduct that would reasonably be expected to result in any of such Party, its Affiliates or any of their respective officers, managing directors, Third Party representatives or partners being subject to the [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. application of sanctions or other adverse consequences under Compliance Laws; (b) directly or indirectly, taken any action in violation of any Compliance Law; or (c) received notice of, now or hereafter is otherwise aware of, any judicial or administrative proceedings involving a noncompliance with Compliance Laws.
12.1. 8None of such Party, its Affiliates or, to such Party’s knowledge, its Sublicensees (in effectthe case of RareStone) or licensees (in the case of Rhythm), relating or any of their respective managing directors or employees or, to such Party’s knowledge, any of their respective Third Party representatives, partners or affecting other Third Parties acting on behalf of such Party, its Affiliates or its Sublicensees (or licensees, as applicable), has, directly or indirectly, (a) taken any action in violation of Compliance Laws; (b) made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any Person in order to obtain an improper advantage, induce the rights recipient to violate an official or lawful duty, reward the recipient for an improper advantage already given, or for any other improper purpose, even if the payment, gift or hospitality was given to such person without an intent that it would act improperly; (c) requested, agreed to receive, or accepted a payment, gift or hospitality from a Third Party if it was known or suspected that such payment, gift or hospitality was offered with the expectation that it will obtain a business advantage for the offeror; (d) established or maintained, or is maintaining, any unlawful fund of creditors generally and corporate monies or properties; (e) used or is using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other unlawful expenses; (f) been or is under administrative, civil, or criminal investigation, indictment, suspension, debarment, or audit (other than a routine contract audit) by any party, in connection with alleged or possible violations of any Compliance Law; or (g) as of the availability date hereof received written notice from, or made a voluntary disclosure to any Governmental Authority regarding alleged or possible violations of specific remedies may be limited by legal and equitable principles of general applicabilityany Compliance Law.
Appears in 1 contract
Samples: Exclusive License Agreement (Rhythm Pharmaceuticals, Inc.)
1Mutual Representations and Warranties. HoldCo, on behalf of itself and the Provider Parties, hereby Each Party represents and warrants to Recipient, and Recipient, on behalf of itself and the other Recipient Parties, hereby represents and warrants to Provider, thatParty that as of the Effective Date:
(a) The warranting Party and each of its Subsidiaries it is an entity a company or corporation duly organized, validly existing existing, and in good standing under the Laws laws of the jurisdiction of its incorporation or organizationin which it is incorporated, with all requisite and has full corporate or other entity power and authority and the legal right to own, own and operate and lease its properties property and assets and to carry on its business as currently conductedit is now being conducted and as contemplated in this Agreement, and is duly qualified including the right to do business and is in good standing (where applicable) as a foreign corporation in each jurisdiction where grant the ownership, operation or leasing of its properties and assets or the conduct of its business as currently conducted requires such qualification, except for those jurisdictions where the failure to be so qualified or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the warranting Party or any of its Subsidiaries; and licenses granted by it hereunder;
(b) The warranting Party it has all necessary power the full right and authority to make, execute and deliver enter into this Agreement on behalf of itself and its Subsidiaries, and to perform, and to cause its Subsidiaries to perform, perform all of its obligations hereunder;
(c) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder;
(d) it has taken all other action necessary to be performed by it or its Subsidiaries hereunder. The making, authorize such execution, delivery and performance as required by the warranting Party Applicable Law, its certificate of incorporation, by-laws or other organizational documents or any agreement to which it is a party or to which it may be subject;
(e) this Agreement, and the performance of the Agreement and the agreement so to perform, has been duly and validly authorized by all necessary corporate action on the part of such Party and its Subsidiaries. This Agreement has been duly and validly executed and delivered by on behalf of such Party, and assuming the due authorizationconstitutes a legal, execution and delivery by the other Party, this Agreement will constitute the valid, legal and binding obligation of such Party and its Subsidiaries, that is enforceable against it and them in accordance with its terms;
(f) it is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement;
(g) neither the execution and delivery of this Agreement nor the performance hereof by it requires it to obtain any permits, except as authorizations or consents from any governmental authority (other than any Regulatory Approvals) or from any other person, firm or corporation, and such execution, delivery and performance will not result in the enforceability hereof breach of or give rise to any right of termination, rescission, renegotiation or acceleration under, or trigger any other rights under, any agreement or contract to which it is a party or to which it may be limited by bankruptcysubject that relates to Affimed Background Technology in the case of Affimed, insolvency, moratorium or other similar Law, now or hereafter to Artiva Background Technology in effect, relating the case of Xxxxxx;
(h) [*****];
(i) [*****]; and
(j) to or affecting the rights best of creditors generally and the availability of specific remedies may be limited by legal and equitable principles of general applicability.its knowledge:
(i) [*****]; and
(ii) [*****].
Appears in 1 contract
1Mutual Representations and Warranties. HoldCo, on behalf of itself and the Provider Parties, Each Party hereby represents and warrants to Recipient, and Recipient, on behalf of itself and the other Recipient Parties, hereby represents and warrants to Provider, thatParty as follows:
(a) The warranting 2.1. 1Such Party and each of its Subsidiaries is an entity a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, with all requisite in which it is incorporated.
2.1. 2Such Party: (a) has the corporate or other entity power and authority and the legal right to own, operate and lease its properties and assets enter into this Agreement and to carry on perform its business as currently conducted, and is duly qualified to do business and is in good standing (where applicable) as a foreign corporation in each jurisdiction where the ownership, operation or leasing of its properties and assets or the conduct of its business as currently conducted requires such qualification, except for those jurisdictions where the failure to be so qualified or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the warranting Party or any of its Subsidiariesobligations hereunder; and
(b) The warranting Party has all necessary power and authority to make, execute and deliver this Agreement on behalf of itself and its Subsidiaries, and to perform, and to cause its Subsidiaries to perform, all of the obligations to be performed by it or its Subsidiaries hereunder. The making, execution, delivery and performance by the warranting Party of this Agreement, and the performance of the Agreement and the agreement so to perform, has been duly and validly authorized by taken all necessary corporate action on its part to authorize the part execution and delivery of such Party this Agreement and the performance of its Subsidiariesobligations hereunder. This Agreement has been duly and validly executed and delivered by on behalf of such Party, and assuming the due authorizationconstitutes a legal, execution and delivery by the other Party, this Agreement will constitute the valid, legal and binding obligation of such Party and its Subsidiariesobligation, enforceable against it and them such Party in accordance with its terms.
2.1. 3All necessary consents, except as the enforceability hereof may approvals and authorizations of all Governmental Authorities and other Persons required to be limited obtained by bankruptcy, insolvency, moratorium or other similar Law, now or hereafter such Party in effect, relating to or affecting the rights connection with this Agreement have been obtained.
2.1. 4The execution and delivery of creditors generally this Agreement and the availability performance of specific remedies may such Party’s obligations hereunder: (a) do not conflict with or violate any requirement of Applicable Laws; and (b) do not conflict with, or constitute a default under, any contractual obligation of it.
2.1. 5such Party shall, and such Party hereby covenants to the other Party that it shall, perform its activities pursuant to this Agreement in compliance with Applicable Laws, in each case as applicable under the laws and regulations of the country and the state and local government wherein such activities are conducted and shall at all times comply (and shall ensure compliance by any of its subcontractors) with all applicable national, federal, state and local laws, regulations and ordinances in performing its obligations under this Agreement; and
2.1. 6such Party is not debarred under the United States Federal Food, Drug and Cosmetic Act or comparable Applicable Laws and it does not, and shall not during the Term, employ or use the services of any Person or entity who is debarred, in connection with the Development, Manufacture or Commercialization of the Licensed Products. If either Party becomes aware of the debarment or threatened debarment of any Person or entity providing services to such Party, including the Party itself and its Affiliates or Sublicensees, which directly or indirectly relate to activities under this Agreement, the other Party shall be limited by legal and equitable principles of general applicabilityimmediately notified in writing.
Appears in 1 contract
1Mutual Representations and Warranties. HoldCo, on behalf of itself and the Provider Parties, Each Party hereby represents and warrants to Recipientand in favour of the other Party as follows, and Recipientacknowledges that the other Party is relying upon the following representations and warranties in connection with its execution, on behalf delivery and performance of itself this Agreement and the other Recipient Parties, hereby represents and warrants to Provider, thatconsummation of the transactions contemplated hereunder:
(a) The warranting the Party is a corporation validly formed and each of its Subsidiaries is an entity duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of formation;
(b) the Party has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of the jurisdiction Party. This Agreement has been duly and validly executed by the Party, and constitutes a valid and binding obligation of the Party enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors generally and by general principles of equity, regardless of whether asserted in a proceeding in equity or law;
(c) the authorization of, execution and delivery of, and the performance by the Party of its incorporation obligations under, this Agreement and every other agreement or organizationdocument to be entered into or delivered hereunder, with all requisite corporate will not constitute or result in the violation or breach of or default under, or cause the acceleration of, any obligations of the Party under:
(i) any term or provision of the articles, by-laws or other entity power and authority to own, operate and lease its properties and assets and to carry on its business as currently conducted, and is duly qualified to do business and is in good standing constating documents of the Party;
(where applicableii) as any Applicable Law or consent or approval issued by a foreign corporation in each jurisdiction where the ownership, operation or leasing of its properties and assets or the conduct of its business as currently conducted requires such qualificationGovernmental Authority, except for those jurisdictions where the failure to be so qualified or to be in good standing, individually or in the aggregate, as would not reasonably be expected to have a material adverse effect on the warranting Party or any of Party's ability to perform its Subsidiariesobligations under this Agreement; and or
(biii) The warranting any term or provision of any order of any court applicable to the Party, except as would not reasonably be expected to have a material adverse effect on the Party's ability to perform its obligations under this Agreement;
(d) no consent or approval of any Governmental Authority, or filing with or notice to, any Governmental Authority, court or other Person, is required in connection with the execution, delivery or performance of this Agreement by the Party, except for any such consent, approval, filing or notice that would not have a materially adverse effect on the Party's ability to perform its obligations under this Agreement;
(e) the Party has conducted and is conducting its business in compliance in all material respects with all Applicable Laws and has held and maintained and will hold and maintain in good standing all necessary power licenses, leases, permits, authorizations and authority other approvals necessary to makepermit it to conduct its business or to own, execute lease or operate its properties and deliver this Agreement assets, except where the failure to obtain any license, lease, permit, authorization or other approval would not have a material adverse effect on the Party;
(f) there are no actions, suits or proceedings, judicial or administrative (whether or not purportedly on behalf of itself and its Subsidiariesthe Party) pending, and or to perform, and to cause its Subsidiaries to perform, all the best of the obligations to be performed by it or its Subsidiaries hereunder. The making, execution, delivery and performance by the warranting Party of this Agreement, and the performance knowledge of the Agreement and the agreement so to performParty after due inquiry, has been duly and validly authorized by all necessary corporate action on the part of such Party and its Subsidiaries. This Agreement has been duly and validly executed and delivered by such Party, and assuming the due authorization, execution and delivery by the other Party, this Agreement will constitute the valid, legal and binding obligation of such Party and its Subsidiaries, enforceable threatened against it and them in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar Law, now or hereafter in effect, relating to or affecting the rights Party at law or in equity, or before or by any court or other Governmental Authority, domestic or foreign, that would materially adversely affect the Party's ability to perform its obligations under this Agreement;
(g) there are no Bankruptcy Proceedings pending or being contemplated by the Party or, to the best of creditors generally and its knowledge after due inquiry, threatened against or affecting the availability of specific remedies may be limited by legal and equitable principles of general applicabilityParty.
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