Additional Representations and Warranties of Xxxxx Sample Clauses

Additional Representations and Warranties of Xxxxx. Xxxxx, in its capacity as initial Servicer, represents and warrants to the Owners, the Funding Agents and the Administrative Agent that as of the Original Closing Date, as of the 2016 Amendment Closing Date, as of the 2017 Amendment Closing Date, as of the 2018 Amendment Closing Date and as of each Addition Date:

Additional Representations and Warranties of Xxxxx. Xxxxx represents and warrants to Clovis that, as of the Effective Date: (a) Xxxxx Controls the Patents listed on Exhibit 1.7 and the Xxxxx Know-How, and is entitled to grant the licenses specified herein. Xxxxx has not caused any Patent included on such Exhibit to be subject to any liens or encumbrances and Xxxxx has not granted to any Third Party any rights or licenses under such Patents or Xxxxx Know-How that would conflict with the licenses granted to Clovis hereunder. No Patents listed on Exhibit 1.7 are in-licensed by Xxxxx. (b) To Xxxxx’x Knowledge, the Patents listed on Exhibit 1.7 have been procured or are being procured from the respective patent offices in accordance with applicable law. (c) Xxxxx has no Knowledge of any claim or litigation that has been brought or threatened in writing by any Third Party alleging that the Patents listed on Exhibit 1.7 are invalid or unenforceable.

Additional Representations and Warranties of Xxxxx. Xxxxx represents, warrants, and covenants (as applicable) to Simcere that, as of the Effective Date: (a) Xxxxx is the sole owner of the Licensed IP (other than Licensed IP that is in-licensed by Xxxxx from Genentech under the Genentech Agreement), free and clear of all liens, and Xxxxx has the right to grant to Simcere the rights and licenses under the Licensed IP as purported to be granted hereunder; (b) Xxxxx has obtained all necessary government approvals required for the grant of the license and the transfer of the Licensed IP to Simcere, including such approvals required by applicable technology export control laws, and Xxxxx will do and execute or procure to be done and executed all such further acts, things, agreements and other documents as may be necessary to give effect to the terms of this Agreement, including to comply with the applicable technology import and export laws and regulations; (c) Xxxxx and its Affiliates have not granted, and will not grant during the Term, any rights in the Licensed IP that are inconsistent with the rights granted to Simcere under this Agreement; (d) to the best of their knowledge, Xxxxx and its Affiliates have not infringed or misappropriated any intellectual property of any Third Party during its development and manufacture of the Compound and Product, and have not received any notice from any Third Party asserting or alleging any such infringement; (e) to the best of Kazia’s knowledge, after undertaking the inquiries set out in Exhibit I, the Development, Manufacture and Commercialization (as contemplated by the Parties as of the Effective Date) of the Compound and Product (as such Compound and Product exist as of the Effective Date) can be carried out under this Agreement without infringing or misappropriating any intellectual property rights of any Third Party; there is no pending or, to the knowledge of Xxxxx and its Affiliates, alleged or threatened, adverse actions, suits, proceedings, or claims against Xxxxx or its Affiliates involving the Licensed IP, Compound or Product; (f) to the best of their knowledge, Xxxxx and its Affiliates are not aware of any infringement or misappropriation of any Licensed IP by any Third Party; (g) Exhibit B includes all Patents Controlled by Xxxxx and its Affiliates as of the Effective Date that claim or cover the Compound and Product, all of which have been diligently prosecuted and maintained in accordance with applicable Laws; (h) there is no pending or, to the knowledge ...

Additional Representations and Warranties of Xxxxx. Xxxxx, in its capacity as initial Servicer, represents and warrants to the Owners, the Funding Agents and the Administrative Agent that as of the Original Closing Date, as of the 2016 Amendment Closing Date, as of the 2017 Amendment Closing Date, as of the 2018 Amendment Closing Date and as of each Addition Date: (a) Ownership of the Transferor. It owns of record all of the issued and outstanding membership interests of the Transferor, all of which have been validly issued, are fully paid and nonassessable and are owned free and clear of all Liens, warrants, options and rights to purchase.

Additional Representations and Warranties of Xxxxx. Xxxxx, in its capacity as initial Servicer, represents and warrants to the Owners, the Funding Agents and the Administrative Agent that as of the Closing Date and as of each Addition Date:

Additional Representations and Warranties of Xxxxx. Xxxxx represents and warrants to 1045564 that: (a) it is a reporting issuer in the Provinces of British Columbia and Alberta and is not in default of any material requirement under the securities laws of said provinces; (b) the Royce Shares are listed for trading on the Exchange, and it is not in material default of any material requirement under the policies of the Exchange; and (c) all public information filed by it with the securities regulatory authorities having jurisdiction over it (including but not limited to information available through SEDAR) as at the date of such filing does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.