Common use of No Rights of Immunity Clause in Contracts

No Rights of Immunity. Except as provided by laws or statutes generally applicable to transactions of the type described in this Agreement, neither the Selling Stockholder nor any of its respective properties, assets or revenues has any right of immunity under the laws of Ireland, New York or United States law, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any law of Ireland, New York or United States federal court, from service of process, attachment upon or prior judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement. To the extent that the Selling Stockholder or any of its respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the Selling Stockholder waives or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided in Section 18 of this Agreement. Any certificate signed by the Selling Stockholder and delivered to any Underwriter or to counsel for the Underwriters shall be deemed a representation and warranty by the Selling Stockholder to each Underwriter as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 1(B). The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 6 hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Appears in 1 contract

Samples: Underwriting Agreement (Santarus Inc)

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No Rights of Immunity. Except as provided by laws or statutes generally applicable to transactions of the type described in this Agreement, neither the Selling Stockholder Company nor any of its subsidiaries or their respective properties, assets or revenues has any right of immunity under the laws of IrelandIsraeli, New York or United States law, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any law of IrelandIsrael, New York or United States federal court, from service of process, attachment upon or prior judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement. To the extent that the Selling Stockholder Company, any of its subsidiaries or any of its their respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the Selling Stockholder Company waives or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided in Section 18 ‎Section 8(h) of this Agreement. Any certificate signed by any officer or representative of the Selling Stockholder Company or any of its subsidiaries and delivered to any Underwriter the Agent or to counsel for the Underwriters Agent in connection with an issuance of Shares shall be deemed a representation and warranty by the Selling Stockholder Company to each Underwriter the Agent as to the matters covered therebythereby on the date of such certificate. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 1(B). The Selling Stockholder Company acknowledges that the Underwriters Agent and, for purposes of the opinion opinions to be delivered pursuant to Section 6 ‎Section 4(o) hereof, counsel to the Selling Stockholder Company and counsel to the UnderwritersAgent, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Appears in 1 contract

Samples: Open Market Sale (Gamida Cell Ltd.)

No Rights of Immunity. Except as provided by laws or statutes generally applicable to transactions of the type described in this Agreement, neither the Selling Stockholder Company nor any of its subsidiaries or their respective properties, assets or revenues has any right of immunity under the laws of IrelandIsraeli, New York or United States law, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any law of IrelandIsrael, New York or United States federal court, from service of process, attachment upon or prior judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement. To the extent that the Selling Stockholder Company, any of its subsidiaries or any of its their respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the Selling Stockholder Company waives or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided in Section 18 8(h) of this Agreement. Any certificate signed by any officer or representative of the Selling Stockholder Company or any of its subsidiaries and delivered to any Underwriter the Agent or to counsel for the Underwriters Agent in connection with an issuance of Shares shall be deemed a representation and warranty by the Selling Stockholder Company to each Underwriter the Agent as to the matters covered therebythereby on the date of such certificate. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 1(B). The Selling Stockholder Company acknowledges that the Underwriters Agent and, for purposes of the opinion opinions to be delivered pursuant to Section 6 4(o) hereof, counsel to the Selling Stockholder Company and counsel to the UnderwritersAgent, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Appears in 1 contract

Samples: Open Market Sale (Gamida Cell Ltd.)

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No Rights of Immunity. Except as provided by laws or statutes generally applicable to transactions of the type described in this Agreement, neither the Selling Stockholder Stockholders nor any of its respective properties, assets or revenues has any right of immunity under the laws of Ireland, New York or United States law, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any law of Ireland, New York or United States federal court, from service of process, attachment upon or prior judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement. To the extent that the Selling Stockholder Stockholders or any of its respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the each Selling Stockholder waives or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided in Section 18 of this Agreement. Any certificate signed by the such Selling Stockholder and delivered to any Underwriter or to counsel for the Underwriters shall be deemed a representation and warranty by the such Selling Stockholder to each Underwriter as to the matters covered thereby. The Such Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 1(B). The Such Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 6 hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Appears in 1 contract

Samples: Underwriting Agreement (Lion Biotechnologies, Inc.)

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