Additional Warranties by Xxxxxxx Sample Clauses

Additional Warranties by Xxxxxxx. Orchard hereby warrants to Pharming, as of the Effective Date, as follows: 13.2.1 it or its Affiliates are the sole owner of the Orchard Background IP, all of which are free and clear of any liens, charges and encumbrances, except such liens, charge and encumbrances that do not adversely affect or diminish Orchard’s ability to perform its obligations or grant any licence under this Agreement; 13.2.2 Orchard has not received any written notice of any, nor is there any ongoing claim or, to Xxxxxxx’s Knowledge, threatened claim by any Third Party (i) challenging the scope, validity or enforceability of any issued Orchard Background Patents, (ii) asserting the misuse or non-infringement of any of the Orchard Background IP, (iii) challenging Xxxxxxx’s ownership or control of any of the Orchard Background IP; or (iv) otherwise instituting any Patent Challenge; 79 13.2.3 Schedule 1.84 sets out a complete and accurate list of all Orchard Background Patents, as they exist as of the Effective Date, 13.2.4 Orchard does not own, Control, or otherwise possess any Know-How or Patent, as applicable, that is necessary in connection with the Exploitation of the Licensed Product, as the Licensed Product exists at the Effective Date, which is not, or which is not contemplated to be, licensed under this Agreement; 13.2.5 Orchard and its Affiliates have complied with all Applicable Law in all material respects, including any disclosure requirements, in connection with the filing, prosecution, and maintenance of the Orchard Background Patents in the Territory. In addition, Orchard has paid all necessary application, registration, maintenance, and renewal fees in respect of the Orchard Background Patents, and Orchard has filed all necessary documents and certificates with the relevant agencies for the purpose of maintaining the Orchard Background Patents; 13.2.6 to the Knowledge of Orchard, no Third Party has infringed, is infringing or has threatened to infringe any Orchard Background Patents or has misappropriated, is misappropriating or has threatened to misappropriate any Orchard Background Know-How; 13.2.7 to the Knowledge of Orchard, the Development, Manufacture or Commercialization of the Licensed Product does not infringe any Third Party Patents or misappropriate any Third Party Know-How. To the Knowledge of Orchard, Xxxxxxx has not (a) infringed any Patents of any Third Party, or (b) misappropriate any Know-How of any Third Party, in each case ((a) and (b)), in connecti...
Sample 1
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Additional Warranties by Xxxxxxx. Each Qualified Tenant by their consent to the execution of this Agreement represents and warrants to Developer that he/she has the exclusive right to occupy the apartment in which he or she is living and that no other person has any right to occupy said apartment or any rights to the benefits of this Agreement.
Sample 1

Related to Additional Warranties by Xxxxxxx

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER Purchaser hereby represents and warrants to and covenants with the Company as follows:

  • Representations, Warranties and Covenants of Investor Investor hereby represents and warrants to and agrees with the Company as follows:

  • Representations, Warranties and Covenants of Holder Holder hereby represents, warrants and covenants to Parent that Holder (i) is the beneficial owner of the Shares, which, at the date of this Agreement and at all times up until the earlier to occur of (A) the Effective Time and (B) the Expiration Date, will be free and clear of any liens, claims, options, charges or other encumbrances (other than those created by this Agreement) and (ii) as of the date hereof does not own of record or beneficially any shares of outstanding capital stock of the Company other than the Shares (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law). Holder has the legal capacity, power and authority to enter into and perform all of Holder’s obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder, enforceable against Holder in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

  • Representations, Warranties and Covenants of Buyer The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS Each Purchaser hereby represents and warrants to Company, and covenants with Company, severally and not jointly, as follows:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Representations, Warranties and Covenants of the Holder The Holder represents and warrants to, and agrees with, the Company as follows:

  • Representations, Warranties and Covenants of Shareholder The Shareholder represents, warrants, covenants and/or agrees as follows:

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