Mutual Representations and Warranties as of the Effective Date. Each Party represents and warrants to the other Party that, as of the Effective Date: 10.1.1. Such Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation. 10.1.2. Such Party has all requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations under this Agreement. 10.1.3. All requisite corporate action on the part of such Party, its directors and stockholders required by applicable Law for the authorization, execution and delivery by such Party of this Agreement, and the performance of all obligations of such Party under this Agreement, has been taken. 10.1.4. The execution, delivery and performance of this Agreement, and compliance with the provisions of this Agreement, by such Party do not and shall not: (a) violate any provision of applicable Law or any ruling, writ, injunction, order, permit, judgment or decree of any Governmental Authority, (b) constitute a breach of, or default under (or an event which, with notice or lapse of time or both, would become a default under) or conflict with, or give rise to any right of termination, cancellation or acceleration of, any agreement, arrangement or instrument, whether written or oral, by which such Party or any of its assets are bound, or (c) violate or conflict with any of the provisions of such Party’s organizational documents (including any articles or memoranda of organization or association, charter, bylaws or similar documents). 10.1.5. No consent, approval, authorization or other order of, or filing with, or notice to, any Governmental Authority or other Third Party is required to be obtained or made by such Party in connection with the authorization, execution and delivery by the Parties of this Agreement.
Appears in 1 contract
Samples: License and Collaboration Agreement (Esperion Therapeutics, Inc.)
Mutual Representations and Warranties as of the Effective Date. Each Party represents and warrants to the other Party that, as of the Effective Date:
10.1.1. Such such Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation.;
10.1.2. Such such Party has all requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations under this Agreement.;
10.1.3. All all requisite corporate action on the part of such Party, its directors and stockholders required by applicable Law for the authorization, execution and delivery by such Party of this Agreement, and the performance of all obligations of such Party under this Agreement, has been taken.;
10.1.4. The the execution, delivery and performance of this Agreement, and compliance with the provisions of this Agreement, by such Party do not and shall will not: (a) violate any provision of applicable Law or any ruling, writ, injunction, order, permit, judgment or decree of any Governmental Authority, (b) constitute a breach of, or default under (or an event which, with notice or lapse of time or both, would become a default under) or conflict with, or give rise to any right of termination, cancellation or acceleration of, any agreement, arrangement or instrument, whether written or oral, by which such Party or any of its assets are bound, or (c) violate or conflict with any of the provisions of such Party’s organizational documents (including any articles or memoranda of organization or association, charter, bylaws or similar documents).; and
10.1.5. No no consent, approval, authorization or other order of, or filing with, or notice to, any Governmental Authority or other Third Party is required to be obtained or made by such Party in connection with the authorization, execution and delivery by the Parties such Party of this Agreement.
Appears in 1 contract
Samples: Collaboration and License Agreement (aTYR PHARMA INC)
Mutual Representations and Warranties as of the Effective Date. Each Party represents and warrants to the other Party that, as of the Effective Date:
10.1.16.1.1. Such such Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation.;
10.1.26.1.2. Such such Party has all requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations under this Agreement.;
10.1.36.1.3. All all requisite corporate action on the part of such Party, its directors and stockholders required by applicable Law for the authorization, execution and delivery by such Party of this Agreement, and the performance of all obligations of such Party under this Agreement, has been taken.;
10.1.46.1.4. The the execution, delivery and performance of this Agreement, and compliance with the provisions of this Agreement, by such Party do not and shall will not: (a) violate any provision of applicable Law or any ruling, writ, injunction, order, permit, judgment or decree of any Governmental Authority, (b) constitute a breach of, or default under (or an event which, with notice or lapse of time or both, would become a default under) or conflict with, or give rise to any right of termination, cancellation or acceleration of, any agreement, arrangement or instrument, whether written or oral, by which such Party or any of its assets are bound, or (c) violate or conflict with any of the provisions of such Party’s organizational documents (including any articles or memoranda of organization or association, charter, bylaws or similar documents).; and
10.1.56.1.5. No no consent, approval, authorization or other order of, or filing with, or notice to, any Governmental Authority or other Third Party is required to be obtained or made by such Party in connection with the authorization, execution and delivery by the Parties such Party of this Agreement.
Appears in 1 contract
Samples: License and Technology Access Agreement (ThermoGenesis Holdings, Inc.)
Mutual Representations and Warranties as of the Effective Date. Each Party represents and warrants to the other Party thatParty, as of the Effective Date, that:
10.1.1. Such 14.1.1 such Party is a corporation duly organized, validly existing existing, and in good standing under the laws Laws of its jurisdiction of incorporation or formation.;
10.1.2. Such 14.1.2 such Party has all requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations under this Agreement.;
10.1.3. All 14.1.3 all requisite corporate action on the part of such Party, its directors and stockholders required by applicable Law Laws for the authorization, execution and delivery by such Party of this Agreement, and the performance of all obligations of such Party under this Agreement, has been taken.;
10.1.4. The 14.1.4 the execution, delivery and performance of this Agreement, and compliance with the provisions of this Agreement, by such Party do not and shall will not: (a) violate any provision of applicable Law Laws or any ruling, writ, injunction, order, permit, judgment or decree of any Governmental Authority, (b) constitute a breach of, or default under (or an event which, with notice or lapse of time or both, would become a default under) or conflict with, or give rise to any right of termination, cancellation or acceleration of, any agreement, arrangement or instrument, whether written or oral, by which such Party or any of its assets are bound, or (c) violate or conflict with any of the provisions of such Party’s organizational documents (including any articles or memoranda of organization or association, charter, bylaws or similar documents).; and
10.1.5. No 14.1.5 no consent, approval, authorization or other order of, or filing with, or notice to, any Governmental Authority or other Third Party is required to be obtained or made by such Party in connection with the authorization, execution and delivery by the Parties such Party of this Agreement.
Appears in 1 contract
Samples: Distribution Agreement (Alpha Healthcare Acquisition Corp.)
Mutual Representations and Warranties as of the Effective Date. Each Party represents and warrants to the other Party thatParty, as of the Effective Date, that:
10.1.11.1.1. Such such Party is a corporation duly organized, validly existing existing, and in good standing under the laws of its jurisdiction of incorporation or formation.;
10.1.21.1.2. Such such Party has all requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations under this Agreement.;
10.1.31.1.3. All all requisite corporate action on the part of such Party, its directors and stockholders required by applicable Applicable Law for the authorization, execution execution, and delivery by such Party of this Agreement, and the performance of all obligations of such Party under this Agreement, has been taken.;
10.1.41.1.4. The the execution, delivery delivery, and performance of this Agreement, and compliance with the provisions of this Agreement, by such Party do not and shall will not: (a) violate any provision of applicable Applicable Law or any ruling, writ, injunction, order, permit, judgment judgment, or decree of any Governmental Authority, (b) constitute a breach of, or default under (or an event whichthat, with 38 notice or lapse of time or both, would become a default under) or conflict with, or give rise to any right of termination, cancellation or acceleration of, any agreement, arrangement or instrument, whether written or oral, by which such Party or any of its assets are bound, or (c) violate or conflict with any of the provisions of such Party’s organizational documents (including any articles or memoranda of organization or association, charter, bylaws or similar documents).
10.1.5. No consent, approval, authorization or other order of, or filing with, or notice to, any Governmental Authority or other Third Party is required to be obtained or made by such Party in connection with the authorization, execution and delivery by the Parties of this Agreement.or
Appears in 1 contract
Mutual Representations and Warranties as of the Effective Date. Each Party represents and warrants to the other Party that, as of the Effective Date:
10.1.1. 10.1.1 Such Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation.
10.1.2. 10.1.2 Such Party has all requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations under this Agreement.
10.1.3. 10.1.3 All requisite corporate action on the part of such Party, its directors and stockholders required by applicable Law for the authorization, execution and delivery by such Party of this Agreement, and the performance of all obligations of such Party under this Agreement, has been taken.
10.1.4. 10.1.4 The execution, delivery and performance of this Agreement, and compliance with the provisions of this Agreement, by such Party do not and shall not: (a) violate any provision of applicable Law or any ruling, writ, injunction, order, permit, judgment or decree of any Governmental Authority, (b) constitute a breach of, or default under (or an event which, with notice or lapse of time or both, would become a default under) or conflict with, or give rise to any right of termination, cancellation or acceleration of, any agreement, arrangement or instrument, whether written or oral, by which such Party or any of its assets are bound, or (c) violate or conflict with any of the provisions of such Party’s organizational documents (including any articles or memoranda of organization or association, charter, bylaws or similar documents).
10.1.5. 10.1.5 No consent, approval, authorization or other order of, or filing with, or notice to, any Governmental Authority or other Third Party is required to be obtained or made by such Party in connection with the authorization, execution and delivery by the Parties of this Agreement.
Appears in 1 contract
Samples: Confidentiality Agreement (Esperion Therapeutics, Inc.)