Cidara Representations and Warranties Sample Clauses

Cidara Representations and Warranties. Cidara hereby represents and warrants to Xxxxxxx, as of (i) the Execution Date and (ii) except to the extent a particular representation and warranty below expressly speaks as of the Execution Date or to the extent disclosed by Cidara in a disclosure letter to Xxxxxxx after the Execution Date (which letter will only set forth specific facts and circumstances that have occurred on or after the Execution Date and will not retroactively limit or otherwise amend any representations or warranties contained in this Section 10.2 as such representations and warranties were made on the Execution Date), as of the Effective Date: (a) Exhibit C attached hereto contains a true and complete list of the existing Cidara Patents as of the Execution Date (the “Existing Cidara Patents”), but, for clarity, Exhibit C need not include any patent application that has been abandoned, finally rejected or expired; (b) Exhibit D attached hereto contains a true and complete list of the existing Cidara Compound-Specific Patents as of the Execution Date (the “Existing Cidara Compound-Specific Patents”), but, for clarity, Exhibit D need not include any patent application that has been abandoned, finally rejected or expired; (c) Cidara is the sole owner of the Existing Cidara Patents; (d) Cidara has not previously assigned, transferred, conveyed or granted any license or other rights under the Cidara Technology that would conflict with or limit the scope of any of the rights or licenses granted to Xxxxxxx hereunder; (e) all of Cidara’s rights, title, and interests to the Cidara Technology are free of any lien or security interest; (f) Cidara has not granted to any Third Party or Affiliate any license, or option or other right to obtain a license, to Develop or Commercialize any Compound, Product or RSV AVC in the Field in the Territory, other than to Third Party contractors for the purpose of performing Development or Manufacturing activities on Cidara’s behalf; (g) neither Cidara nor any of its Affiliates has been a party to any, and is not a party to any pending, litigation, and Cidara has not received written notice of any threatened claims or litigation, in each case, seeking to invalidate or otherwise challenge the enforceability of the claims of the issued patents within the Cidara Patents; (h) neither Cidara nor any of its Affiliates has been a party to any, and is not a party to any pending, litigation, and Cidara has not received written notice from any Third Party, in each case...
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Cidara Representations and Warranties. Cidara hereby represents and warrants to Melinta as of the Effective Date as follows: 2.2.1 Cidara (a) is the sole owner, or in the case of rights obtained under the Mundipharma Agreement is the exclusive licensee (except with respect to the Non-Exclusively Licensed Mundipharma Patent Claims (as defined in the Redacted Mundipharma Agreement), of which Cidara is a nonexclusive licensee), of the Licensed IP Rights, and except as expressly set forth in the Redacted Mundipharma Agreement (as defined below), has not granted to any Third Party any license or other interest in the Licensed IP Rights in the Territory, (b) is not aware of any pending or issued patent of any ikjm Third Party that would be infringed by the manufacture, use, sale, offer for sale or importation of any Compound or Product in the Territory, and (c) is not aware of any threatened or material infringement or misappropriation by a Third Party of the Licensed IP Rights in the Territory. 2.2.2 As of the Effective Date, there are no Cidara In-Licenses other than the Mundipharma Agreement. Cidara has provided Melinta with complete (other than the redactions in the Redacted Mundipharma Agreement) and correct copies of the Mundipharma Agreement as in effect on the Effective Date. The Mundipharma Agreement is in full force and effect in accordance with its terms. Cidara has not assigned the Mundipharma Agreement to any of its Affiliates or any Third Party. 2.2.3 In Developing the Product, Cidara has [*]. 2.2.4 Cidara has only two Affiliates, both of which are Controlled Affiliates of Cidara: (i) Cidara Therapeutics UK Limited; and (ii) Cidara Therapeutics (Ireland) Limited. 2.2.5 The Lead Compound as identified on Exhibit B is the drug substance that Cidara is using, and will use, in the Lead Indication Trials. In addition, Cidara hereby covenants to Melinta that: (x) [*]; (y) [*], and (z) [*]. During the Term, neither Cidara nor any of its Controlled Affiliates shall delegate or contract the performance of any activity under this Agreement that Cidara is responsible for performing to any Affiliate of Cidara that is not a Cidara-Controlled Affiliate, unless, in each case: (i) none of Xxxxxxx’s rights hereunder are diminished or otherwise adversely affected as a result of such delegation or contracting; (ii) each such Affiliate has made a present assignment in writing to Cidara or its Controlled Affiliate of all right, title and interest in and to any and all Inventions and Data generated or made b...
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Cidara Representations and Warranties. Cidara hereby represents and warrants to Xxxxxxx, as of the Execution Date that: (a) to Cidara’s knowledge, no Joint Patents or Joint Inventions exist; (b) Exhibit B attached hereto contains a true and complete list of the existing Cidara Compound-Specific Patents as of the Execution Date (the “Existing Cidara Compound-Specific Patents”), but, for clarity, Exhibit B need not include any patent application that has been abandoned, finally rejected or expired; and (c) neither Cidara nor any of its Affiliates is or has been debarred or suspended under 21 U.S.C. § 335(a) or § 335(b) or any foreign equivalent thereof, or is the subject of a conviction described in such section or any foreign equivalent thereof.
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Cidara Representations and Warranties. Cidara hereby represents and warrants to Mundipharma, on behalf of itself and its Affiliates, as of the Effective Date, as follows:
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Related to Cidara Representations and Warranties

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

  • Buyer Representations and Warranties The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:

  • Assignor’s Representations and Warranties Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.

  • Your Representations and Warranties You represent and warrant to us that: (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

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