Knight Representations and Warranties. Knight covenants, represents and warrants to Synergy (as the case may be) as follows: (a) Knight is a corporation duly organized, validly existing and in good standing, under the laws of Barbados. (b) Knight has the legal right, authority, and power to enter into this Agreement. (c) Knight has taken all necessary action to authorize the execution, delivery, and performance of this Agreement. (d) Upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of Knight, enforceable against Knight in accordance with its terms, except to the extent enforceability is limited by bankruptcy, insolvency or similar laws affecting creditors’ rights and remedies or equitable principles. (e) The performance of Knight’s obligations under this Agreement will not conflict with its organizational documents or result in a breach of any material agreements or contracts to which any is a party. (f) Knight has not and will not, during the term of this Agreement, enter into any material agreements or contracts that would be inconsistent with its obligations under this Agreement. (g) Neither Knight nor its Affiliates will initiate a proceeding to challenge the validity or enforceability of any Synergy Patent or the Synergy Marks, or directly or indirectly assist any Third Party with respect to any such proceeding.
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Samples: Distribution Agreement (Synergy CHC Corp.), Distribution Agreement (Synergy Strips Corp.)
Knight Representations and Warranties. Knight covenants, represents and warrants to Synergy Licensor (as the case may be) as follows:
(a) Knight is a corporation duly organized, validly existing and in good standing, under the laws of BarbadosCanada.
(b) Knight has the legal right, authority, and power to enter into this Agreement.
(c) Knight has taken all necessary action to authorize the execution, delivery, and performance of this Agreement.
(d) Upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of Knight, enforceable against Knight in accordance with its terms, except to the extent enforceability is limited by bankruptcy, insolvency or similar laws affecting creditors’ rights and remedies or equitable principles.
(e) The performance of Knight’s obligations under this Agreement will not conflict with its organizational documents or result in a breach of any material agreements or contracts to which any is a party.
(f) Knight has not and will not, during the term of this Agreement, enter into any material agreements or contracts that would be inconsistent with its obligations under this Agreement.
(g) Neither Knight nor its Affiliates will initiate a proceeding to challenge the validity or enforceability of any Synergy Licensor Patent or the Synergy Licensor Marks, or directly or indirectly assist any Third Party with respect to any such proceeding.
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Samples: Distribution, License and Supply Agreement (Onconova Therapeutics, Inc.)
Knight Representations and Warranties. Knight covenants, represents and warrants to Synergy (as the case may be) as follows:
(a) Knight is a corporation duly organized, validly existing and in good standing, under the laws of Barbados.
(b) Knight Xxxxxx has the legal right, authority, and power to enter into this Agreement.
(c) Knight Xxxxxx has taken all necessary action to authorize the execution, delivery, and performance of this Agreement.
(d) Upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of Knight, enforceable against Knight in accordance with its terms, except to the extent enforceability is limited by bankruptcy, insolvency or similar laws affecting creditors’ rights and remedies or equitable principles.
(e) The performance of Knight’s obligations under this Agreement will not conflict with its organizational documents or result in a breach of any material agreements or contracts to which any is a party.
(f) Knight has not and will not, during the term of this Agreement, enter into any material agreements or contracts that would be inconsistent with its obligations under this Agreement.
(g) Neither Knight nor its Affiliates will initiate a proceeding to challenge the validity or enforceability of any Synergy Patent or the Synergy Marks, or directly or indirectly assist any Third Party with respect to any such proceeding.
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