Purchaser Warranties. 8.1. The Purchaser warrants to the Seller as at the Execution Date, and, save as expressly provided otherwise, as at the Completion Date in terms of the warranties set out in Schedule 4 (“Purchaser Warranties”).
8.2. The Purchaser acknowledges that the Seller has entered into this Agreement in reliance on, amongst others things, the Purchaser Warranties.
8.3. If after the Execution Date (i) it is brought to the knowledge of the Purchaser that any of the Purchaser Warranties were untrue, inaccurate or misleading in any material respect as of the Execution Date, or (ii) any event occurs or any matter arises which to the knowledge of the Purchaser results or could reasonably be expected to result in any of the Purchaser Warranties being untrue, inaccurate or misleading in any material respect at Completion had the Purchaser Warranties been repeated as at the Completion Date, the Purchaser shall notify the Seller in writing as soon as reasonably practicable and in any event prior to the Completion Date. Any such notifications shall be disregarded with respect to determining whether the condition set forth in Clause 3.1(iii) has been satisfied and for the purposes of Clause 10.
Purchaser Warranties. The Purchaser represents and warrants to the Seller that:
Purchaser Warranties. The Purchaser represents and warrants to the Seller and the Company that each of the Purchaser Warranties are true, correct and not misleading as on the Agreement Date and as of the Closing Date, as though made on and as of each such date.
Purchaser Warranties. The Purchaser warrants and represents that the Purchaser has the power to execute this Agreement and that all necessary corporate or other actions (as applicable) have been taken to authorise the execution and performance of this Agreement.
Purchaser Warranties. Purchaser hereby represents warrants and covenants that:
(a) Purchaser Trademarks may be lawfully used as directed by Purchaser;
(b) the Product Label, if Labeled in accordance with specifications provided by Purchaser, will comply with the ANDA for the Product and Applicable Laws; and,
(c) neither Purchaser nor its Affiliates has filed with the FDA an ANDA for a generic equivalent to Lovenox®.
Purchaser Warranties. The Purchaser warrants to the Sellers that the statements in this Clause 7 are true and accurate as of the date of this Agreement, and that they will be true and accurate as at Completion as if they had been repeated at Completion:
Purchaser Warranties. The Purchaser is validly incorporated, in existence and duly registered under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement.
Purchaser Warranties. The Purchaser warrants for the benefit of the Vendor that at the Completion Date it has all necessary approvals in place and will be in a position to fund the purchase of the Sale Interest and complete the transaction contemplated herein without undue delay.
Purchaser Warranties. (a) Purchaser covenants and agrees that the Purchaser Supplied Components, as furnished to Producer under this Agreement, shall be used, handled or stored in material accordance with the Specifications, all applicable Laws, and the Quality Agreement and shall materially conform to the applicable specifications for such Purchaser Supplied Components.
(b) Purchaser covenants and agrees that the use of any Purchaser Supplied Components or Purchaser Intellectual property by Producer in completing its obligations hereunder will materially comply with all applicable Laws and will not (excluding any Producer Products) infringe or otherwise violate the Intellectual Property of any Person.
(c) Purchaser represents and warrants that it (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has power and authority necessary to conduct its business as currently being conducted and as contemplated herein, (iii) has power and authority to make, deliver and perform its obligations under this Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (iv) has duly executed and delivered this Agreement, and such Agreement constitutes the legal, valid and binding obligation of it and is enforceable in accordance with its terms and does not require the consent of, authorization of, filing with or other act by or in respect of, any Governmental Authority or any other Person in connection with the execution, delivery, performance, validity or enforceability of this Agreement.
Purchaser Warranties. The Purchaser and the Purchaser Guarantor jointly and severally warrant to the Vendor as follows:
(A) the Purchaser and the Purchaser Guarantor have the requisite power and authority to enter into and perform this Agreement and any other agreement referred to herein to which they are or have agreed to become a party (the “Purchaser Documents”);
(B) this Agreement constitutes and the Purchaser Documents will, when executed, constitute binding obligations of the Purchaser and/or the Purchaser Guarantor in accordance with their respective terms;
(C) no order has been made and no resolution has been passed for the winding up of the Purchaser or the Purchaser Guarantor or for a provisional liquidator to be appointed in respect of it and no petition has been presented and no meeting has been convened for the purposes of winding up the Purchaser or the Purchaser Guarantor;
(D) no administration order has been made and no petition for such an order has been presented in respect of the Purchaser or the Purchaser Guarantor;
(E) no receiver (which expression shall include an administrative receiver) has been appointed in respect of the Purchaser or the Purchaser Guarantor;
(F) neither the Purchaser nor the Purchaser Guarantor is insolvent or unable to pay its debts within the meaning of s.123 Insolvency Axx 0000 or has stopped paying its debts as they fall due;
(G) no voluntary arrangement has been proposed under s.1 of the Insolvency Axx 0000 or any equivalent provision in a foreign jurisdiction in respect of the Purchaser or the Purchaser Guarantor;
(H) no event analogous to any of the foregoing has occurred in or outside England with respect to the Purchaser or the Purchaser Guarantor;
(I) the Purchaser and the Purchaser Guarantor have obtained all necessary shareholder and board approvals in respect of the entry into of this Agreement and the Purchaser Documents; and
(J) the execution and delivery of, and the performance by the Purchaser and the Purchaser Guarantor of their obligations under, this Agreement and the Purchaser Documents will not:
(1) be or result in a breach of any provision of the memorandum or articles of association of the Purchaser or the Purchaser Guarantor;
(2) be or result in a breach of, or constitute a default under, any instrument to which the Purchaser or the Purchaser Guarantor is a party or by which the Purchaser or the Purchaser Guarantor is bound and which is material in the context of the transactions contemplated by this Agreement;...
