Common use of Abbott Representations and Warranties Clause in Contracts

Abbott Representations and Warranties. Abbott hereby represents and warrants to Triangle as follows: (a) Abbott is a corporation duly organized and validly existing in good standing under the laws of its state of incorporation, with all requisite corporate power *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted; (b) Abbott has all requisite corporate right, power and authority to enter into this and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Abbott of the transactions contemplated hereby have been duly authorized by all necessary corporate action on its behalf This Agreement constitutes a legal, valid and binding obligation of Abbott, enforceable against Abbott in accordance with the terms hereof; (c) subject to compliance with the HSR Act and such filings as may be required pursuant to federal and state securities laws, the execution, delivery and performance by Abbott of this Agreement and Xxxxxx'x compliance with the terms and provisions hereof will not result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation pursuant to, or a loss of benefits under, any provision of Xxxxxx'x Articles of Incorporation or By-laws, or any mortgage, indenture, lease or other agreement or instrument, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Abbott, its properties or assets; (d) no consent, approval or authorization of, or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except the filing of such forms with the United States Department of Justice and the Federal Trade Commission as shall be required by the HSR Act and the expiration or termination of any waiting periods thereunder and such filings, as may be required to be made with the SEC, any national securities exchange and any state securities commission; and (e) (i) to the best of Xxxxxx'x knowledge and information, there are no patents, trademarks, licenses, sublicenses or other proprietary rights which are valid and which would be infringed by making, having made, using, selling, offering for sale or importing Products in the Territory in accordance with the terms of this Agreement;

Abbott Representations and Warranties. Abbott hereby represents and warrants to Triangle Hospira that none of the Products Abbott delivers to Hospira pursuant to this Agreement shall, at the time of delivery, be adulterated or misbranded within the meaning of the Act or within the meaning of any applicable state or municipal law in which the definitions of adulteration and misbranding are substantially the same as follows: those contained in the Act, as the Act and such laws are constituted and effective at the time of delivery, and will not be an article which may not under the provisions of Sections 404 and 505 of the Act be introduced into interstate commerce. Abbott further represents and warrants to Hospira that each of the Products Abbott delivers to Hospira pursuant to this Agreement shall be free from defects in material and workmanship and shall be manufactured: (a) Abbott is a corporation duly organized in accordance and validly existing in good standing under the laws of its state of incorporation, with all requisite corporate power *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately conformity with the Commission. Product Specifications provided by Hospira; and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted; (b) in compliance with all applicable statutes, laws, rules or regulations, including those relating to the environment, food or drugs and occupational health and safety, including, without limitation, those enforced or promulgated by the FDA (including, without limitation, compliance with cGMPs). Abbott has all requisite corporate right, power further represents and authority warrants to enter into this and to consummate the transactions contemplated hereby. The execution and delivery Hospira that Xxxxxx’x performance of its obligations under this Agreement and the consummation by Abbott of the transactions contemplated hereby have been duly authorized by all necessary corporate action on its behalf This Agreement constitutes a legal, valid and binding obligation of Abbott, enforceable against Abbott in accordance with the terms hereof; (c) subject to compliance with the HSR Act and such filings as may be required pursuant to federal and state securities laws, the execution, delivery and performance by Abbott of this Agreement and Xxxxxx'x compliance with the terms and provisions hereof will not result in a material violation or breach of any violation ofagreement, contract, commitment or obligation to which Abbott is a party or by which it is bound and will not conflict with or constitute a default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation pursuant to, or a loss of benefits under, any provision of Xxxxxx'x Articles its Certificate of Incorporation or By-lawscorporate bylaws. ABBOTT MAKES NO OTHER WARRANTIES, or any mortgageEXPRESS OR IMPLIED, indentureWITH RESPECT TO PRODUCT. ALL OTHER WARRANTIES, lease or other agreement or instrumentEXPRESS OR IMPLIED, licenseINCLUDING WITHOUT LIMITATION, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Abbott, its properties or assets; (d) no consent, approval or authorization of, or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except the filing of such forms with the United States Department of Justice and the Federal Trade Commission as shall be required by the HSR Act and the expiration or termination of any waiting periods thereunder and such filings, as may be required to be made with the SEC, any national securities exchange and any state securities commission; and (e) (i) to the best of Xxxxxx'x knowledge and information, there are no patents, trademarks, licenses, sublicenses or other proprietary rights which are valid and which would be infringed by making, having made, using, selling, offering for sale or importing Products in the Territory in accordance with the terms of this Agreement;THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY ABBOTT.

Abbott Representations and Warranties. Abbott hereby represents and warrants to Triangle Hospira that none of the Products Abbott delivers to Hospira pursuant to this Agreement shall, at the time of delivery, be adulterated or misbranded within the meaning of the Act or within the meaning of any applicable state or municipal law in which the definitions of adulteration and misbranding are substantially the same as follows: those contained in the Act, as the Act and such laws are constituted and effective at the time of delivery, and will not be an article which may not under the provisions of Sections 404 and 505 of the Act be introduced into interstate commerce. Abbott further represents and warrants to Hospira that each of the Products Abbott delivers to Hospira pursuant to this Agreement shall be free from defects in material and workmanship and shall be manufactured: (a) Abbott is a corporation duly organized in accordance and validly existing in good standing under the laws of its state of incorporation, with all requisite corporate power *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately conformity with the Commission. Product Specifications provided by Hospira; and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted; (b) in compliance with all applicable statutes, laws, rules or regulations, including those relating to the environment, food or drugs and occupational health and safety, including, without limitation, those enforced or promulgated by the FDA (including, without limitation, compliance with cGMPs). Abbott has all requisite corporate right, power further represents and authority warrants to enter into this and to consummate the transactions contemplated hereby. The execution and delivery Hospira that Xxxxxx'x performance of its obligations under this Agreement and the consummation by Abbott of the transactions contemplated hereby have been duly authorized by all necessary corporate action on its behalf This Agreement constitutes a legal, valid and binding obligation of Abbott, enforceable against Abbott in accordance with the terms hereof; (c) subject to compliance with the HSR Act and such filings as may be required pursuant to federal and state securities laws, the execution, delivery and performance by Abbott of this Agreement and Xxxxxx'x compliance with the terms and provisions hereof will not result in a material violation or breach of any violation ofagreement, contract, commitment or obligation to which Abbott is a party or by which it is bound and will not conflict with or constitute a default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation pursuant to, or a loss of benefits under, any provision of Xxxxxx'x Articles its Certificate of Incorporation or By-lawscorporate bylaws. ABBOTT MAKES NO OTHER WARRANTIES, or any mortgageEXPRESS OR IMPLIED, indentureWITH RESPECT TO PRODUCT. ALL OTHER WARRANTIES, lease or other agreement or instrumentEXPRESS OR IMPLIED, licenseINCLUDING WITHOUT LIMITATION, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Abbott, its properties or assets; (d) no consent, approval or authorization of, or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except the filing of such forms with the United States Department of Justice and the Federal Trade Commission as shall be required by the HSR Act and the expiration or termination of any waiting periods thereunder and such filings, as may be required to be made with the SEC, any national securities exchange and any state securities commission; and (e) (i) to the best of Xxxxxx'x knowledge and information, there are no patents, trademarks, licenses, sublicenses or other proprietary rights which are valid and which would be infringed by making, having made, using, selling, offering for sale or importing Products in the Territory in accordance with the terms of this Agreement;THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY ABBOTT.