Additional Representations and Warranties of the Parties. (a) Each Party represents and warrants that it has full authority to enter into this Agreement, and to fully perform its obligations hereunder.
(b) Each Party represents and warrants that it owns or controls the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by the other Party hereto shall not violate or infringe the rights of any third party.
(c) Each Party represents and warrants that it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such Party, and that no agreement previously entered into by such Party will interfere with such Party’s performance of its obligations under this Agreement.
(d) Each Party represents and warrants that it shall perform in compliance with any applicable laws, rules and regulations of any governmental authority.
Additional Representations and Warranties of the Parties. Section 20.1 Department Warranty Section 20.2 QESP Warranty
Additional Representations and Warranties of the Parties. Each of CPII and the Seller represents and warrants to the other that (a) it has the right, power and authority to execute, deliver and perform this Agreement; (b) this Agreement and each other agreement entered into in connection herewith to which it is a party have been duly and validly authorized, executed and delivered by it and each such agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such rights may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally and by equitable principles; (c) no consent by any third party (including, without limitation, in the case of the Seller, the limited partners of the Seller) is required in connection with its execution, delivery and performance of this Agreement and such agreements referred to in clause (b) above; (d) it has made its own business determination and judgment regarding the purchase and sale of the Interest for the Purchase Price pursuant to this Agreement and that it is not relying upon any representation or warranty by the other party in connection therewith or otherwise with respect to the Interest or the Films, except as expressly set forth herein; and (e) to the best of its knowledge, no litigation, investigation or administrative proceeding of or before any court, arbitrator or governmental authority is pending or threatened with respect to the production of any of the Films which is likely to result in any liability or damages to the other.
Additional Representations and Warranties of the Parties. (a) Each party purchasing securities hereunder represents to the other that (i) it has such knowledge and experience in financial and business matters and in private placement transactions of securities of companies in a similar stage of development as the other party that it is capable of evaluating the merits and risks of the investment contemplated by such purchasing party under this Agreement and making an informed investment decision with respect thereto, (ii) it is able to bear the economic risk of such investment and can afford to sustain a substantial loss on such investment, (iii) it is an "accredited investor" as such term is defined in Rule 501 under the Securities Act, (iv) it is purchasing the securities purchased by it hereunder for its own account, for investment only and not with a view to, or any present intention of, effecting a resale ordistribution of or selling or granting any participation in such securities or any part thereof, (v) it realizes that the basis for any exemption pursuant to which the securities such party is purchasing hereunder have been issued may not be present if, notwithstanding the representations made by such party hereunder, such party has in mind merely acquiring the securities is is purchasing hereunder for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise and (vi) it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to such securities. Each party acknowledges that the securities purchased by it hereunder have not been registered under the Securities Act or the securities laws of any state or other jurisdiction in reliance on an exemption from registration thereunder and reliance on such exemption by the issuer of such securities is predicated on the representations and warranties set forth in this Agreement. Furthermore, each party purchasing securities hereunder acknowledges that such securities cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or an exemption from such registration is available.
(b) Each party understands that the securities have not been registered under the Securities Act, that there is no public market for the securities, and that it must bear the economic risk of investment for an indefinite period of time. In particular, such party is awar...
Additional Representations and Warranties of the Parties. Each party hereby represents and warrants to the other party that it has all necessary permissions, permits, franchises, authorizations and other corporate or other organizational or legal authority and power to enter into and perform its obligations under this Agreement, and this Agreement constitutes a legal, valid, and binding obligation enforceable against such party in accordance with its terms, except as such obligation may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, and/or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. Each party hereby represents and warrants to the other party that no agreement, contract, easement, instrument, mortgage, encumbrance, or other document or grant of rights to which such party is currently a party conflicts with its obligations or the other party hereto’s rights under this Agreement, and such representing party’s entry into and performance of this Agreement will not cause any default under any of the foregoing.
Additional Representations and Warranties of the Parties. (a) The Parties agree that the nature of their relationship is that of Publisher as principal and Apple as agent, or Publisher as principal and Apple as Commissionaire, as set forth on Exhibit A.
(b) Apple shall not pledge, mortgage or otherwise encumber any part of the Publisher Materials.
(c) Each Party agrees that it has full authority to enter into this Agreement, and to fully perform in a professional and competent manner.
(d) Each Party agrees that it owns or controls the necessary rights in order to make the grant of rights herein, and that the exercising such rights shall not violate or infringe the rights of any third party.
(e) Each Party agrees to perform in compliance with any applicable law, rule and regulation.
Additional Representations and Warranties of the Parties. 15.1 Aastrom hereby represents and warrants to Supplier that:
15.1.1 Aastrom is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan, and has all corporate power and authority to own, lease and operate its properties and to carry on its businesses as it is currently being conducted. Aastrom has all necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Aastrom.
15.1.2 Aastrom is the lawful owner of all right, title and interest in and to the applicable Intellectual Property incorporated in the Product, free and clear of all liens, claims, security interests or other restrictions or encumbrances.
15.2 Supplier hereby represents and warrants to Aastrom that:
15.2.1 Supplier is a company duly organized and existing under the laws of the State of Minnesota, and has all power and authority to own, lease and operate its properties and to carry on its businesses as currently conducted. Supplier has all necessary power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Supplier.
15.2.2 Supplier has the manufacturing and assembly facilities and personnel reasonably necessary to perform its functions and otherwise carry out its obligations under the terms of this Agreement.
15.2.3 Supplier warrants that all Products manufactured, sold and shipped pursuant to this Agreement shall have been manufactured and shipped by Supplier in compliance with applicable U.S. Food and Drug Administration regulations and current Good Manufacturing Practices requirements set forth in the Quality System promulgated under the U.S. Food, Drug & Cosmetic Act.
Additional Representations and Warranties of the Parties. (a) Each party represents and warrants that it shall obtain, maintain and preserve any licenses, permits or other authorizations necessary for the party to conduct its business in accordance with this Agreement. Both parties shall comply in all material respects with all of their respective obligations under applicable federal, state and local laws including, without limitation, the Food, Drug and Cosmetic Act, the Medical Device Amendments of 1976, the Safe Medical Devices Act of 1990, and similar foreign laws, rules and regulations, including without limitation, the European Medical Device Directive.
(b) In addition, each party represents and warrants to the other party that, as of the date hereof, (i) it has the authority to execute, deliver, and perform its obligations under this Agreement, (ii) this Agreement has been duly executed and delivered by such party and constitutes the legal, valid, and binding obligation of such party enforceable against such party in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, or similar laws of general application from time to time affecting the rights of creditors generally, or subject to general principles of equity), (iii) neither the execution or delivery of this Agreement nor the performance of its obligations hereunder will conflict with or violate any provision of, or result in the breach of, any material agreement, note, mortgage, or indenture to which such party is a party or by which its assets are bound, and (iv) there are no actions, suits, proceedings, or investigations pending or threatened in any court or before any governmental agency or instrumentality against, by or affecting it or any of its subsidiaries or their business, operations, or financial condition or any of their properties or assets, or which would prevent the carrying out of this Agreement or any of the transactions contemplated hereby or declare the same unlawful or cause the rescission thereof.
(c) Each party represents and warrants that it shall maintain the following insurance coverages in full force and effect throughout the term of this Agreement and any extension or renewal thereof.
(i) Commercial General Liability Insurance in an amount of at least $10,000,000 (Ten Million Dollars) naming the other party as an additional insured party, Workers' Compensation coverage covering the party's own employees (but not employees of the other party) with statutory limits for each jurisdiction wh...
Additional Representations and Warranties of the Parties. (a) Xxxxxxxx hereby represents and warrants to Millennium, as of the Effective Date and during the Term, that, except as disclosed to Millennium prior to the Effective Date in a writing specifically referring to this Section 9.2(a):
(i) Xxxxxxxx has the rights and authority to grant the rights and licenses as provided herein;
(ii) Xxxxxxxx owns or has an enforceable right to use, all Xxxxxxxx IP existing as of the Effective Date;
(iii) there is no pending or, to the knowledge of Xxxxxxxx, threatened Action that alleges that the Xxxxxxxx IP is invalid or unenforceable;
(iv) there is no pending or, to the knowledge of Xxxxxxxx, threatened Action that alleges that Xxxxxxxx has infringed or misappropriated any Intellectual Property rights of any Third Party;
(v) to the knowledge of Xxxxxxxx, there are no activities by Third Parties anywhere in the world that would constitute infringement of Patent Rights within the Xxxxxxxx IP;
(vi) to the knowledge of Xxxxxxxx, Xxxxxxxx has complied in all material respects with all Applicable Law with respect to the filing, Patent Prosecution and maintenance of those Patent Rights within the Xxxxxxxx IP as of the Effective Date and for which Xxxxxxxx has control of such filing, Patent Prosecution and maintenance;
(vii) the Heat License Agreement is valid and binding, in full force and effect and enforceable against Xxxxxxxx and the other parties thereto. Except as set forth in Disclosure Schedule 9.2(a)(vii), there is no material violation, breach or default under the Heat License Agreement by Xxxxxxxx, or, to Xxxxxxxx’x knowledge, by any other party thereto, and to the knowledge of Xxxxxxxx, no event has occurred or condition exists that with the lapse of time or the giving of notice or both would constitute a default in the performance or payment of the Heat License Agreement on the part of Xxxxxxxx or, to Xxxxxxxx’ s knowledge, any other party thereto;
(viii) Xxxxxxxx has not employed or, to its knowledge, used a contractor or consultant that has employed, any individual or entity (A) debarred by the FDA (or subject to a similar sanction of any other applicable Regulatory Authority), (B) who is the subject of an FDA debarment investigation or proceeding (or similar proceeding of any other applicable Regulatory Authority), or (C) who has been charged or convicted under Applicable Law for conduct relating to the development or approval, or otherwise relating to the regulation, of any product under the Generic Drug Enforceme...
Additional Representations and Warranties of the Parties. A. You represent and warrant that you have the full authority to act on behalf of any and all owners of any right, title or interest in and to Your Authorized Content or Authorized Artwork.
B. You represent and warrant that you own or control the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by us and our Licensees shall not violate or infringe the rights of any third party.
C. Each party represents and warrants that it has full authority to enter into and fully perform its obligations under this Agreement and has obtained all necessary third-party consents, licenses and permissions necessary to do so.
D. Each party represents and warrants that it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party's performance of its obligations under this Agreement.
E. Each party represents and warrants that it shall perform their obligations hereunder in compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance.
