Additional Company Representations and Warranties. In addition to the representations and warranties made by the Company pursuant to the Purchase Agreement as of the date of the Closing under the Purchase Agreement, the Company hereby represents and warrants to the Janus Investor that the following representations are true and correct as of the date hereof:
Additional Company Representations and Warranties. The Company hereby represents and warrants that:
7.5.1. All Licensed Patents existing as of the Effective Date are listed on Schedule A, and the Licensed Patents listed on Schedule A represent all Patents that the Company or its Affiliates Control that are necessary or useful for the Manufacture or Commercialization of the Product in the Territory. As of the Effective Date, to the best of the Company’s knowledge, all of the Licensed IP and the Licensed Trademarks are valid and enforceable.
7.5.2. The Company has the right to the Licensed IP and the Licensed Trademarks to grant the licenses to Sandoz that are granted in Sections 2.3 and 2.4.
7.5.3. The Company has not granted, and will not grant during the Term, rights to any Third Party under the Licensed IP or Licensed Trademark(s) that conflict with the licenses granted to Sandoz in Sections 2.3 and 2.4.
7.5.4. As of the Effective Date, it has not received any notice from a Third Party alleging that: (a) the practice of the Licensed IP or the Licensed Trademark(s) infringes or may infringe such Third Party’s intellectual property right; or (b) Development or Manufacturing of the Product by the Company infringes or misappropriates the intellectual property rights of any Third Party.
7.5.5. As of the Effective Date, there is no actual or, to the best of the Company’s knowledge, threatened infringement by a Third Party of any of the Licensed IP or the Licensed Trademark(s) licensed to Sandoz hereunder.
7.5.6. As of the Effective Date, there is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to the best of the Company’s knowledge, threatened against the Company in connection with the Product or any of the Licensed IP or Licensed Trademark(s) licensed to Sandoz hereunder.
7.5.7. Except for the agreements listed on Schedule G (the “Material Contracts”), the Company has no other material agreements with a Third Party relating to the supply of finished formulation of the Product, and the Company has provided Sandoz with access to true, correct and complete (except for redacted financials) copies of the Material Contracts.
7.5.8. Each Material Contract is in full force and effect as of the Effective Date. During the Term, the Company will use [*] to maintain the Material Contracts in full force and effect and perform its obligations thereunder during t...
Additional Company Representations and Warranties. Company hereby represents and warrants to Licensee as of the Effective Date that:
(a) Company is entitled to grant the rights and licenses granted to Licensee as set forth in this Agreement;
(b) Company has not granted in the Licensed Territory any right or license in or to any of the Company IP in the Licensed Territory that is in conflict with the rights or licenses granted to Licensee under this Agreement;
(c) Company has not granted as of the Effective Date any liens or security interests to the Company IP other than under any licenses or sublicenses or as security for debt financing of the Company, in each case, that would not conflict or otherwise interfere with the rights or licenses granted to Licensee under this Agreement;
(d) as of the Effective Date, Company has not received any written notice that the Development, Manufacture or Commercialization of the Product in the Licensed Territory infringes or misappropriates any Patents or any Know-How Controlled by a Third Party; and
(e) as of the Effective Date, no commitments to Regulatory Authorities have been undertaken with reference to the Products in the Licensed Territory other than those expressly set forth in Schedule 10.2(e). No representation or warranty is made (i) that Schedule 10.2(e) is a list of all commitments that may be required by applicable Regulatory Authorities in connection with Regulatory Approvals of the Products after the Effective Date or (ii) regarding the likelihood of meeting the deadlines included therein. With specific reference to the Vabomere Product, Company hereby represents and warrants to Licensee that no Third Party (including the U.S. Government) may claim any right under the Contract between Rempex Pharmaceuticals, Inc and the United States of America for the advanced development of Carbavance executed 31/1-4/2/2014 or under the Other Transaction Agreement between The Medicines Company and the United States of America, Department of Health and Human Services executed 15/09/2016 or under any other contract which may restrict the exercise by Licensee of the rights and licenses granted from Company to Licensee under this Agreement or which may restrict the exclusive commercial exploitation of the Product in the Licensed Territory by Licensee notwithstanding the rights of the United States of America under the aforementioned Contract and Other Transaction Agreement or under any other contract, including those rights set forth in Public Law 96-517 (35 U.S.C. §§ 200-...
Additional Company Representations and Warranties. The Company represents and warrants that:
(a) The Warrant Shares are duly authorized and fully reserved for issuance and, upon the exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.
(b) Neither the Company, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.
Additional Company Representations and Warranties. Company hereby represents and warrants that:
7.5.1. The Licensed Patents listed on Schedule A represent all Patents that Company or its Affiliates Control that are necessary or useful for the Manufacture or Commercialization of the Products in the Territory for the duration of the term of this Agreement. As of the Effective Date, to Company’s knowledge, all of the Licensed IP and the Licensed Trademarks are valid and enforceable.
7.5.2. Company is, and shall remain for the Term of this Agreement, the sole and exclusive owner of the entire right, title and interest in and to the Licensed IP and the Licensed Trademarks.
7.5.3. Company has, and shall continue to have for the Term of this Agreement, the right to the Licensed IP and the Licensed Trademarks to grant the licenses to USWM that are granted hereunder.
7.5.4. Company has not granted, and will not grant during the Term, to any Third Party any license, lien, option, encumbrance, or other contingent or non-contingent right, title or interest in or to the Licensed IP or Licensed Trademark(s) (each, an “Encumbrance”) that conflicts with the licenses granted to USWM hereunder or would materially impair USWM’s rights hereunder regarding the Licensed IP or Licensed Trademark(s). For avoidance of doubt, Company may grant an Encumbrance in or to the Licensed IP or Licensed Trademark(s) to a lender or other similar Third Party (in either case, solely to the extent such Third Party is not in the business of developing or commercializing pharmaceutical products) provided that such Encumbrance does not materially impair USWM’s rights hereunder regarding the Licensed IP or Licensed Trademark(s).
7.5.5. As of the Effective Date, Company has not received any notice that has not been resolved from a Third Party alleging that (i) the practice of the Licensed IP or the Licensed Trademark(s) infringes or may infringe such Third Party’s intellectual property right, or (ii) Development or Manufacturing of the Products by Company infringes or misappropriates the intellectual property rights of any Third Party.
7.5.6. As of the Effective Date, to Company’s knowledge there is no actual or threatened infringement by a Third Party of any of the Licensed IP or the Licensed Trademark(s) licensed to USWM hereunder.
7.5.7. As of the Effective Date, there is no settled, pending, or unresolved action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, c...
Additional Company Representations and Warranties. The Company represents and warrants that
(a) the representations and warranties of the Company set forth in Section 7 of the Bridge Agreement are true and correct as of the date given under the Bridge Agreement;
(b) the Certificates of Designation relating to the Company's Series B Class 2 Interests and Series C Class 2 Interests have been duly adopted by the Company's Banking and Financing Committee in the form attached hereto as Annex J and all other necessary corporate actions have been taken to duly authorize the issuance to the Guarantor of the Series B Class 2 Interests and Series C Class 2 Interests;
(c) The execution, delivery and performance of this Agreement, the Warrants, the amendments and waiver letter contemplated by Section 5 hereof and all other agreements contemplated hereby to which the Company is a party, have been duly authorized by the Company. This Agreement, the Warrants, such amendments, such waiver letter and the Certificates of Designation relating to the Company's Series B Class 2 Interests and Series C Class 2 Interests and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. The
Additional Company Representations and Warranties. In consideration of the Investor entering into this Agreement, the Company hereby represents and warrants to the Investor, as of the date hereof and as of the Closing Date (except for such representations and warranties which refer to or are made as of another specified date, in which case, such representations and warranties will have been true and correct as of that date), and acknowledges and confirms that such Investor is relying upon such representations and warranties in entering into this Agreement:
Additional Company Representations and Warranties. The Company represents and warrants to Holder that the Waiver Payment is equal to the Net Proceeds from the Sale, without giving effect to clause (iv) of the definition of such term.
Additional Company Representations and Warranties. In addition to any other representations and warranties contained in this Agreement, the Company represents and warrants to the County as of the Effective Date that:
i. The Company is an “Equal Opportunity Employer,” which term shall be prominently displayed in all solicitations or advertisements for employees placed by or on behalf of the Company.
ii. The Company represents and warrants that it has not offered or given any gratuity for the purposes of securing this Agreement.
iii. The Company agrees to comply with Title VII of the Civil Rights Act of 1964 (as amended), the American with Disabilities Act and the Age Discrimination Employment Act, all amendments thereto and all requirements imposed by or pursuant to those laws, to the end that no person shall be, on the grounds of sex, race, religion, color, marital status, ancestry, affectional or sexual orientation, gender identity or expression, disability, age or national origin, excluded from participation in or be denied the benefits of, or otherwise subjected to discrimination either in seeking service by or employment with the Company.
iv. The Company represents that it has, or will secure, as an Operating Expense as set forth and pursuant to the terms of this Agreement, all personnel, agents, subcontractors and consultants required in performing the Services specified in this Agreement. Such Company personnel shall not be employees of or have any contractual relationship with the County. All of the Services hereunder will be performed by the Company or under its supervision, and all personnel engaged in such services shall be fully qualified and shall be authorized under Applicable Law to perform such Services.
v. The Company shall not hire or engage any subcontractors to provide a substantial portion of the Services without the prior written consent of the County. Any approved subcontractors shall name the County as an additional insured on all insurance policies submitted to the County and any such subcontractor shall execute an agreement to hold harmless, indemnify and defend the County in addition to any other requirements set forth in this Agreement pursuant to, and as a condition precedent to, performing any Services. The foregoing restrictions in this subsection (v) shall not apply to TMAG (or any successor vendor to TMAG), or to any golf trainers or teaching professionals or similar contractors.
vi. The Services to be performed by the Company shall at all times be subject to the direction a...
Additional Company Representations and Warranties. The Company hereby represents and warrants to the Foundation that, as of the date of this Letter Agreement, the representations and warranties set forth in Section 3 of the Purchase Agreement are true and correct in all material respects as of the date hereof, except to extent of any disclosures by the Company as set forth in the Schedule of Exceptions delivered by the Company in connection with the Closing (as defined in the Purchase Agreement) or in the Schedules attached hereto. In addition, except as set forth in the Schedules attached hereto, the Company hereby represents and warrants to the Foundation, as of the date hereof, as follows:
