Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacit...
Representations and Warranties and Covenants. 7.1 Each Party represents and warrants to the other that it has the corporate power to enter into this Agreement, and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreement.
7.2 As of the Effective Date, IDC represents and warrants to MedImmune that:
(a) it has the right to grant the rights and licenses granted to MedImmune under this Agreement, and pursuant to this Agreement MedImmune has been granted such rights and licenses;
(b) it has not received written notice from a Third Party, nor has any Knowledge, that any Third Party intends to assert against it any claim that the practice of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party.
(c) IDC has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest with respect to the IDC Patent Rights, or IDC Know-How or Technology Acquisition Agreements in the Field in the Territory;
(d) it has no Knowledge of any legal claims, judgments or settlements against or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreements;
(e) all necessary consents, approvals and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtained;
(f) the Patent Rights listed in Exhibit A as being owned by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDC;
(g) all Technology Acquisition Agreements as of the Effective Date are listed in Exhibit B and it has provided MedImmune with complete and accurate copies of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are in full force and effect and the rights...
Representations and Warranties and Covenants. 11 3.1 Generally......................................................11 3.2
Representations and Warranties and Covenants. (a) Representations and Warranties of CCI, SGIC and SGI Holding. CCI, SGIC and SGI Holding jointly and severally represent and warrant that:
(i) Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances.
(ii) Each of them is a corporation duly organized and validly existing under the laws of the Yukon Territory of Canada, in the case of CCI, the laws of the State of Nevada, in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding.
(iii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement and the transactions contemplated hereby; and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (A) any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument to which any of them is a party or by which any of them or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating to the creation or existence of any of them or any of their Affiliates.
(iv) The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of each of them.
(v) This Agreement is a valid and binding obligation of each ...
Representations and Warranties and Covenants. 3.1 Each of the parties hereto represents and warrants to the other parties that:
(a) such party has all requisite corporate or other authority and power necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby;
(b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all required corporate or other action on the part of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby;
(c) this Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms; and
(d) this Agreement will not result in a violation of any terms or provisions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
3.2 Each Member jointly represents and warrants that as of immediately prior to the closing of the W.B. & Co. Transaction (a) the Raging Capital Group and the Raging Capital Designees Beneficially Own an aggregate of (i) 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group), (ii) $27,500,000 principal amount of Senior Notes and (iii) $2,940,000 principal amount of New Convertible Notes, (b) except for such ownership, no member of the Raging Capital Group, individually or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital Designees have any other Beneficial Ownership of any Common Stock or other debt or equity securities of the Company and (c) the Raging Capital Group, collectively with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group).
3.3 During the Standstill Period, neither the Company and its officers, directors or Affiliates, on the one hand, nor any of the Members and their respective officers, directors or Affiliates or the Raging Capital Designees or their Affiliates, on the other hand, shall direct...
Representations and Warranties and Covenants. To induce Agent and Lenders to enter into this Amendment, Borrower, Holdings and Parent Entity, jointly and severally, hereby represent and warrant to Agent and each Lender as follows:
4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Agreement are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Regulatory Trigger Event, Default Trigger Event, First Payment Default Trigger Event, Default or Event of Default has occurred and is continuing;
4.2 Each of Borrower, Holdings and Parent Entity has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement;
4.3 The execution and delivery by Borrower, Holdings and Parent Entity of this Amendment and the performance by Borrower, Holdings and Parent Entity of their respective obligations under the Loan Agreement have been duly authorized by all requisite action of such parties and have been duly executed and delivered by such parties;
4.4 The execution and delivery by Borrower, Holdings and Parent Entity of this Amendment and the performance by Borrower, Holdings and Parent Entity of their obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, Holdings or Parent Entity, except as already has been obtained or made; and
4.5 This Amendment has been duly executed and delivered by each of Borrower, Holdings and Parent Entity and is the binding obligation of each of Borrower, Holdings and Parent Entity, enforceable against each of Borrower, Holdings and Parent Entity in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity (whether in a proceeding at law or in equity).
Representations and Warranties and Covenants. Each of (i) the representations and warranties of each Purchaser contained in Section 4.1, Section 4.2, Section 4.3, and Section 4.12 in this Agreement shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), and (ii) the other representations and warranties of each Purchaser contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality”, shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of such Purchaser to consummate the transactions contemplated by this Agreement. Each Purchaser shall have complied in all material respects with all of its obligations under this Agreement. Each Purchaser shall have provided to the Company a certificate delivered by an executive officer of the managing member of such Purchaser, acting in his or her official capacity on behalf of such Purchaser, to the effect that the conditions in this clause (c) have been satisfied as of the Closing Date.
Representations and Warranties and Covenants. 9.1 Each Party represents and warrants to the other Parties that: (i) it is a duly incorporated and validly existing legal person in its country of incorporation and has all requisite corporate power and authority to conduct its business in accordance with its business license, articles of association or similar corporate organizational documents; (ii) it has the full power and authority and has taken all corporate actions necessary to enter into, to execute and deliver and to perform all its obligations under this Agreement, as the case may be, and to consummate the transactions contemplated herein and therein; (iii) upon execution, this Agreement will constitute its valid and binding obligations enforceable against it in accordance with their terms; (iv) no notices, reports or other filings are required to be made by it with, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits or expiration of any applicable waiting periods are required to be obtained by it from, any Government Authority in connection with the execution or delivery of this Agreement; (v) no litigation, judicial or governmental proceeding is pending, or to the best of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forces.
9.2 Each Party shall (a) provide the means and facilities necessary to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be carried out in full accordance with the stipulations of this Agreement, (e) maintain the Work in confidence pending disclosure to and protection; and (f) not to knowingly or negligently use knowledge in violation of third parties’ rights.
9.3 The Parties acknowledge that Background Information, Sideground Information, Project Sideground Information, Results, Improvements and all other information provided by one Party to another under the Agreement are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation,...
Representations and Warranties and Covenants. 9.1 The Company as of the date of this Agreement, and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges, represent, warrant, covenant and undertakes to the other Parties the following:
(a) This Agreement has been duly authorized, executed and delivered by the Company, and each is or will be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and the Other Agreements do not and shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, negative lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future, any covenant, transaction, condition or arrangement, executed directly or indirectly, (“Encumbrances”) on any property or assets of any of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company is subject; and
(b) The Company shall not create any mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance over the Escrow Accounts, the Public Issue Account, Refund Account or the monies deposited therein.
9.2 The Company shall not have recourse to any proceeds of the Issue, including any amounts in the Public Issue Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company.
9.3 The Registrar to the Issue, Escrow Collection Bank / the Public Issue Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties, as of the date of this Agreement and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges, that:
(a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties, in accordance with the terms hereof;
(b) The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of,
(a) any respective Applicable Laws, (b) their respective constitut...
Representations and Warranties and Covenants. Each of the Borrowers hereby represents and warrants to the Administrative Agent and the Lenders as follows:
