REPRESENTATIONS AND WARRANTIES BY. CEA HOLDING
5.1 Organization and Credit
REPRESENTATIONS AND WARRANTIES BY represents and warrants that (a) all documentation provided by __________ to Lannett about the Products will be complete and accurate in all respects: and (b) it will notify Lannett promptly in case of any changes in the manufacture, processing or storage of the Products necessary to comply with applicable laws or the terms of any FDA approval.
REPRESENTATIONS AND WARRANTIES BY. ASPAC AND ASPAC STOCKHOLDERS ---------------------------- Subject to the schedules, attached hereto and incorporated herein by this reference, (which schedules shall be acceptable to USA), ASPAC and the ASPAC Stockholders represent and warrant to USA as follows:
REPRESENTATIONS AND WARRANTIES BY. MNB MNB hereby represents and warrants to LBI that the following are true and correct as of the date hereof, and will be true and correct as of the Effective Time: Section
REPRESENTATIONS AND WARRANTIES BY. Glyko Glyko represents and warrants that (i) Glyko owns or has sufficient rights in the Intellectual Property Rights relating to the Technology to give it the necessary power, right and authority to enter into this Agreement and to grant the license granted herein and to disclose the Technology to BioMarin; (ii) to the best of its knowledge the Technology does not infringe any patent, copyright, trade secret or other proprietary right of any third party; (iii) the Technology is free and clear of any lien, encumbrance, security interest or restriction on transfer or license, (iv) Glyko has not previously granted, and will not grant during the term of this Agreement, any right license or interest in and to the Technology, or any portion thereof for products(s) for Therapeutic Uses, which is in conflict with the rights and licenses granted to BioMarin herein; and (v) Glyko has no right, title or interest in any issued patents or pending patent applications other than those set forth in Exhibit B hereto which relate to the Technology.
REPRESENTATIONS AND WARRANTIES BY. FUR - FUR represents and warrants to each of BT and HKB as follows and acknowledges and confirms that they are relying on such representations and warranties in connection with the transactions contemplated hereby:
(a) FUR is a business trust duly formed and validly existing under the laws of the State of Ohio and has all necessary power and authority to own or lease its property, to enter into this Agreement and the Security Trust Indenture and to perform its obligations hereunder and thereunder;
(b) all necessary proceedings have been taken by FUR to enable it to enter into this Agreement and the Security Trust Indenture and to perform its obligations hereunder and thereunder;
(c) the execution and delivery of this Agreement and the Security Trust Indenture by FUR and the consummation of the transactions contemplated hereby and thereby will not, with or without the giving of notice, lapse of time or both, breach or violate any of the provisions of, constitute a default under, conflict with or cause the acceleration of any obligation of FUR under:
(i) the Security Trust Indenture, as amended, or any resolution of the board of trustees (or any committee thereof) of FUR;
(ii) any agreement to which FUR is a party or by which it is bound;
(iii) any judgment, decree, order or award of any court, governmental body or arbitrator having jurisdiction over FUR; or
(iv) any applicable law, statute, ordinance, regulation or rule;
(d) each of this Agreement and the Security Trust Indenture has been duly executed and delivered by FUR and is a legal, valid and binding obligation of FUR, enforceable against FUR by BT and HKB in accordance with its terms;
(e) there is no requirement for FUR to make any filing with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority nor is the consent or approval of any other third party required as a condition to the lawful consummation by FUR of the transactions contemplated by this Agreement or the Security Trust Indenture; and
(f) the execution of this Agreement, the Security Trust Indenture and the Amended and Restated Credit Agreement and the completion of the transactions contemplated thereby will not affect the qualification of FUR as a "real estate investment trust" under the Internal Revenue Code of 1986, as amended.
REPRESENTATIONS AND WARRANTIES BY. FDB FDB hereby represents and warrants to BIF that the following are true and correct as of the date hereof, and will be true and correct as of the Effective Time:
REPRESENTATIONS AND WARRANTIES BY hereby represents and warrants that (a) it is a validly formed entity in good standing in its state of formation; (ii) it is qualified to do business in the state in which the NETWORK is located; (iii) it has obtained all consents required to enter into this Agreement; (iv) it has full right and authority to execute and enter into this Agreement and to perform the obligations imposed upon it without the consent of any other party; (v) it has full right and authority to execute and enter into this Agreement and to perform the obligations imposed upon it without the consent of any other party; (iv) the execution and performance of this Agreement will not violate any Applicable Law or the provisions of any agreement to which it is bound; and (v) there are no agreements with any party (other than the County) for the operation of the NETWORK. Further, each of the persons executing this Agreement on behalf of does hereby warrant that such person signing on behalf of is authorized to do so.
REPRESENTATIONS AND WARRANTIES BY. EACH BORROWER AND EACH EXPORT LESSEE) and Clause 7.3 (BORROWER COVENANT). If an Alternative Borrower is directly or indirectly owned by a person other than a Guarantor, such Alternative Borrower shall be managed by an established and recognised management company on terms substantially similar to the Administration Agreements.
REPRESENTATIONS AND WARRANTIES BY. SELLERS Sellers hereby represent and warrant to Buyers as follows:
