Common use of Alpex Representations and Warranties Clause in Contracts

Alpex Representations and Warranties. Alpex represents and warrants to Valera that the following are true and correct as of the date hereof: (A) Alpex is a Societe Anonyme duly organized, validly existing, and in good standing under the laws of Switzerland and has full corporate power to own its properties and conduct the business presently being conducted by it, and is duly qualified to do business in, and is in good standing under, the laws of all jurisdictions in which its activities or assets require such status, except in any case where the failure to be so qualified and in good standing would not be material. (B) Alpex has full corporate right, power and authority to perform its obligations pursuant to this Agreement, and this Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Alpex. This Agreement has been duly and validly executed by Alpex. Upon execution and delivery of this Agreement, it will be the valid and binding obligation of Alpex, enforceable in accordance with its terms, subject to equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditor’s right and remedies generally. (C) The execution, delivery and performance of this Agreement does not, and the consummation of the transactions herein contemplated will not violate any law, rule, regulation, order, judgment or decree binding on Alpex, or result in a breach of any term of the certificate of incorporation or by-laws of Alpex or any contract, agreement or other instrument to which Alpex is a party, except in each case to an extent not material. (D) Alpex is the sole owner of the entire right, title and interest in and to the Alpex Platform Patents and the Alpex Know-how and no other Person (including any government) has any license, claim or other right or interest in or to the Alpex Platform Patents or the Alpex Know-how. (E) To Alpex’s knowledge, the use of the Alpex Intellectual Property in the development, manufacture and sale of the Product will not infringe, misappropriate or otherwise conflict with any intellectual property or other rights of any Third Party. (F) Alpex is not aware of any infringement of the Alpex Platform Patents or any misappropriation of the Alpex Know-How by any Third Party. (G) There are no judicial, arbitral, regulatory or administrative proceedings or investigations, claims, actions or suits relating to the Alpex Platform Patents, or the Alpex Know-how pending against or, to Alpex’s knowledge, threatened against Alpex or its Affiliates in any court or by or before any governmental body or agency in the Territory.

Alpex Representations and Warranties. Alpex represents and warrants to Valera Citius that the following are true and correct as of the date hereof: (Aa) Alpex is a Societe Swiss Société Anonyme duly organized, validly existing, and in good standing under the laws of Switzerland and has full corporate power to own its properties and conduct the business presently being conducted by it, and is duly qualified to do business in, and is in good standing under, the laws of all jurisdictions in which its activities or assets require such status, except in any case where the failure to be so qualified and in good standing would not be material. (Bb) Alpex has full corporate right, power and authority to perform its obligations pursuant to this Agreement, and this Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Alpex. This Agreement has been duly and validly executed by Alpex. Upon execution and delivery of this Agreement, it will be the valid and binding obligation of Alpex, enforceable in accordance with its terms, subject to equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditor’s 's right and remedies generally. (Cc) The execution, delivery and performance of this Agreement does not, and the consummation of the transactions herein contemplated will not violate any law, rule, regulation, order, judgment or decree binding on Alpex, or result in a breach of any term of the certificate of incorporation or by-laws of Alpex or any contract, agreement or other instrument to which Alpex is a party, except in each case to an extent not material. (Dd) Alpex is the sole owner of the entire right, title and interest in and to the Alpex Platform Patents Patent Rights and the Alpex Know-how and no other Person (including any government) has any license, claim or other right or interest in or to the Alpex Platform Patents Patent Rights or the Alpex Know-how. (Ee) To Alpex’s knowledge, the use of the Alpex Intellectual Property in the development, manufacture and sale of the Product Products will not infringe, misappropriate or otherwise conflict with any intellectual property or other rights of any Third Party. (Ff) Alpex is not aware of any infringement of the Alpex Platform Patents Patent Rights or any misappropriation of the Alpex Know-How how by any Third Party. (Gg) There are no judicial, arbitral, regulatory or administrative proceedings or investigations, claims, actions or suits relating to the Alpex Platform PatentsPatent Rights, or the Alpex Know-how pending against or, to Alpex’s knowledge, threatened against Alpex or its Affiliates in any court or by or before any governmental body or agency in the Territoryagency.

Alpex Representations and Warranties. Alpex represents and warrants to Valera that the following are true and correct as of the date hereof: (A) Alpex is a Societe Anonyme duly organized, validly existing, and in good standing under the laws of Switzerland and has full corporate power to own its properties and conduct the business presently being conducted by it, and is duly qualified to do business in, and is in good standing under, the laws of all jurisdictions in which its activities or assets require such status, except in any case where the failure to be so qualified and in good standing would not be material. (B) Alpex has full corporate right, power and authority to perform its obligations pursuant to this Agreement, and this Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Alpex. This Agreement has been duly and validly executed by Alpex. Upon execution and delivery of this Agreement, it will be the valid and binding obligation of Alpex, enforceable in accordance with its terms, subject to equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditor’s 's right and remedies generally. (C) The execution, delivery and performance of this Agreement does not, and the consummation of the transactions herein contemplated will not violate any law, rule, regulation, order, judgment or decree binding on Alpex, or result in a breach of any term of the certificate of incorporation or by-laws of Alpex or any contract, agreement or other instrument to which Alpex is a party, except in each case to an extent not material. (D) Alpex is the sole owner of the entire right, title and interest in and to the Alpex Platform Patents and the Alpex Know-how and no other Person (including any government) has any license, claim or other right or interest in or to the Alpex Platform Patents or the Alpex Know-how. (E) To Alpex’s 's knowledge, the use of the Alpex Intellectual Property in the development, manufacture and sale of the Product will not infringe, misappropriate or otherwise conflict with any intellectual property or other rights of any Third Party. (F) Alpex is not aware of any infringement of the Alpex Platform Patents or any misappropriation of the Alpex Know-How by any Third Party. (G) There are no judicial, arbitral, regulatory or administrative proceedings or investigations, claims, actions or suits relating to the Alpex Platform Patents, or the Alpex Know-how pending against or, to Alpex’s 's knowledge, threatened against Alpex or its Affiliates in any court or by or before any governmental body or agency in the Territory.

Alpex Representations and Warranties. Alpex represents and warrants to Valera Citius that the following are true and correct as of the date hereof: (Aa) Alpex is a Societe Swiss Société Anonyme duly organized, validly existing, and in good standing under the laws of Switzerland and has full corporate power to own its properties and conduct the business presently being conducted by it, and is duly qualified to do business in, and is in good standing under, the laws of all jurisdictions in which its activities or assets require such status, except in any case where the failure to be so qualified and in good standing would not be material. (Bb) Alpex has full corporate right, power and authority to perform its obligations pursuant to this Agreement, and this Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Alpex. This Agreement has been duly and validly executed by Alpex. Upon execution and delivery of this Agreement, it will be the valid and binding obligation of Alpex, enforceable in accordance with its terms, subject to equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditor’s 's right and remedies generally. (Cc) The execution, delivery and performance of this Agreement does not, and the consummation of the transactions herein contemplated will not violate any law, rule, regulation, order, judgment or decree binding on Alpex, or result in a breach of any term of the certificate of incorporation or by-laws of Alpex or any contract, agreement or other instrument to which Alpex is a party, except in each case to an extent not material. (Dd) Alpex is the sole owner of the entire right, title and interest in and to the Alpex Platform Patents Patent Rights and the Alpex Know-how and no other Person (including any government) has any license, claim or other right or interest in or to the Alpex Platform Patents Patent Rights or the Alpex Know-how. (Ee) To Alpex’s 's knowledge, the use of the Alpex Intellectual Property in the development, manufacture and sale of the Product Products will not infringe, misappropriate or otherwise conflict with any intellectual property or other rights of any Third Party. (Ff) Alpex is not aware of any infringement of the Alpex Platform Patents Patent Rights or any misappropriation of the Alpex Know-How how by any Third Party. (Gg) There are no judicial, arbitral, regulatory or administrative proceedings or investigations, claims, actions or suits relating to the Alpex Platform PatentsPatent Rights, or the Alpex Know-how pending against or, to Alpex’s 's knowledge, threatened against Alpex or its Affiliates in any court or by or before any governmental body or agency in the Territoryagency.