Common use of Corporate Action; Binding Effect Clause in Contracts

Corporate Action; Binding Effect. Lilly represents and warrants that (i) Lilly has duly and properly taken all action required by law, its organizational documents or otherwise, to authorize the execution, delivery and performance of this Agreement and the other instruments to be executed and delivered by it pursuant hereto and thereto and the consummation of the transactions contemplated hereby and thereby, and (ii) this Agreement has been duly executed and delivered by Lilly and constitutes, and the other instruments contemplated hereby when duly executed and delivered by Lilly will constitute, legal, valid and binding obligations of Lilly enforceable against it in accordance with its respective terms, except as enforcement may be affected by bankruptcy, insolvency or other similar laws and by general principles of equity.

Appears in 2 contracts

Samples: License Agreement (Targanta Therapeutics Corp.), License Agreement (Intermune Inc)

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Corporate Action; Binding Effect. Lilly represents and warrants that (ia) Lilly has duly and properly taken all action required by law, its organizational documents documents, or otherwise, to authorize the execution, delivery delivery, and performance of this Agreement and the other documents and instruments to be executed and delivered by it pursuant hereto and thereto and the consummation of the transactions contemplated hereby and thereby, ; and (iib) this Agreement has been duly executed and delivered by Lilly and constitutes, and the other documents and instruments contemplated hereby when duly executed and delivered by Lilly will constitute, legal, valid valid, and binding obligations of Lilly and its Affiliates enforceable against it Lilly and its Affiliates (as applicable) in accordance with its respective terms, except as enforcement may be affected by bankruptcy, insolvency insolvency, or other similar laws and by general principles of equitylaws.

Appears in 1 contract

Samples: Assignment, Transfer and Assumption Agreement (Viropharma Inc)

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Corporate Action; Binding Effect. Lilly represents and warrants that (i) Lilly has duly and properly taken all action required by law, its organizational documents documents, or otherwise, to authorize the execution, delivery delivery, and performance of this Agreement and the other documents and instruments to be executed and delivered by it pursuant hereto and thereto and the consummation of the transactions contemplated hereby and thereby, and (ii) this . This Agreement has been duly executed and delivered by Lilly and constitutes, and the other documents and instruments contemplated hereby when duly executed and delivered by Lilly will constitute, legal, valid valid, and binding obligations of Lilly and its Certain Lilly Affiliates enforceable against it Lilly and its Certain Lilly Affiliates (as applicable) in accordance with its respective terms, except as enforcement may be affected by bankruptcy, insolvency insolvency, or other similar laws and by general principles of equitylaws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Advancis Pharmaceutical Corp)

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