Representations and Warranties by Both Parties. Each Party represents, warrants and covenants to the other Party as of the date of this Agreement (which representations and warranties are deemed to be repeated by each Party on each Transfer Date with respect to a Transaction) that:
(a) it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;
(b) it has, and at all times during the term of this Agreement, will have, all necessary power and authority to execute, deliver, and perform its obligations hereunder;
(c) the execution, delivery, and performance of this Agreement by such Party has been duly authorized by all necessary action and do not violate any of the terms or conditions of its governing documents, any contract to which it is a party, or any Applicable Law;
(d) there is no pending or, to such Party’s knowledge, threatened litigation or administrative proceeding that may materially adversely affect its ability to perform this Agreement;
(e) this Agreement constitutes a legal, valid and binding obligation of such Party, except as the enforceability of this Agreement may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity; and
(f) Seller and Buyer shall comply with Applicable Law in the performance of their respective obligations under this Agreement and each Transaction.
Representations and Warranties by Both Parties. Each Party represents and warrants to the other Party (which representations and warranties are deemed to be repeated by each Party on each Transfer Date) that:
(a) It has the corporate and legal capacity, authority, and power, and all governmental and other licenses, authorizations, permits, consents, contracts and other approvals (if any), necessary to execute, deliver, and perform this Agreement (“Required Authorizations”), and has complied with any conditions to the Required Authorizations applicable to the execution, delivery and performance of this Agreement, and states that such Required Authorizations shall remain in full force and effect until its obligations under this Agreement have been fulfilled;
(b) It is a registered user of EMTS and has completed any registration required by the RFS Program;
(c) This Agreement and each Transaction, and such Party’s performance of them, is in compliance with the RFS Program;
(d) Its obligations pursuant to this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law);
(e) It is not relying upon any representations of the other Party other than those expressly set forth in this Agreement and, if applicable, each Credit Support Document and, with respect to any particular Transaction, in the applicable Confirmation;
(f) It has entered into this Agreement and each Transaction as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), has a full understanding of the material terms and risks of this Agreement and each Transaction, has made its own independent decision to enter into this Agreement and each Transaction and as to whether this Agreement and each Transaction is appropriate or suitable for it based upon its own judgment and upon advice from such advisors as it has deemed necessary and it is capable of assuming those risks;
(g) It has made its trading and investment decisions, including regarding the suitability thereof, based upon its own judgment and any advice from such advisors, as it has deemed necessary and not in reliance upon any view expressed by the other Party and is capable of assessing the merits of and und...
Representations and Warranties by Both Parties. 6.1 Each party (a) represents and warrants to the other parties hereto that it has retained no finder or broker in connection with the transactions contemplated by this Agreement, and (b) hereby agrees to indemnify and to hold harmless the other parties hereto from and against any liability for any commission or compensation in the nature of a finder’s fee of any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which the indemnifying party or any of its employees or representatives are responsible.
6.2 The Company shall not be liable for any breach of the Company’s Warranties:
(a) to the extent it arises as a result of legislation which comes into force after the Completion Date and which is retrospective in effect; or
(b) which, being a liability in respect of taxation, arises by reason of an increase in the rates of taxation made after the Completion Date with retrospective effect.
Representations and Warranties by Both Parties. Each Party represents and warrants to the other Party that, as of the Effective Date:
Representations and Warranties by Both Parties. Subject to the provision in Section 11.2 below, each Party represents and warrants to the other Party that as of the Effective Date of this MSA, or, with respect to any Service Order, as of the execution by that Party of such Service Order, (i) it has the right, power and authority to enter into and fully perform its obligations hereunder or thereunder, (ii) the execution, delivery and performance of the MSA or Service Order has been duly authorized by all necessary partnership or corporate action, as applicable; (iii) the MSA or Service Order constitutes legal, valid and binding obligations on that Party; (iv) the fulfillment of its obligations and conduct hereunder or thereunder will not constitute a material violation of any existing applicable law, rule, regulation or order of any governmental authority, or contract to which it is subject; (v) all public or private consents, permissions, agreements, licenses or authorizations necessary for the performance of its obligations hereunder or thereunder to which it is subject have been obtained, or it will use all reasonable efforts to obtain the same in a timely manner; (vi) it does not know of any broker, finder, or intermediary involved in connection with the negotiations and discussions incident to the execution of the MBA or Service Order or of any broker, finder or intermediary who might be entitled to a fee or commission upon the consummation of the transactions contemplated herein or therein.
Representations and Warranties by Both Parties. Each Party represents and warrants to the other that:
(a) it is a legal person duly authorised under the relevant laws;
(b) it has the right, power, and authority to enter into this Agreement; and
(c) this Agreement is valid and binding.
Representations and Warranties by Both Parties. Each Party hereby represents and warrants to the other that such Party has full power and authority to enter into this Agreement, to carry out such Party’s obligations hereunder, and to grant the rights set forth herein, and that the provisions set forth in this Agreement constitute legal, valid, and binding obligations of such Party enforceable against such Party in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain such remedies may be pending.
Representations and Warranties by Both Parties. Each of Synovics Labs and Nostrum hereby represents and warrants to the other party that:
(i) it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation;
(ii) the execution, delivery and performance of this Agreement by such party has been duly authorized by all requisite corporate action;
(iii) it has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
(iv) the execution, delivery and performance by such party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound;
(v) except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such party;
(vi) this Agreement constitutes such party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and
(vii) it shall comply with all applicable material laws, rules and regulations relating to the performance of its obligations relating to the Product under this Agreement.
Representations and Warranties by Both Parties. 6.1 Prior to the signing of this Agreement, if the signing party is a company, such company shall provide a power of attorney which authorizes its representative to sign this Agreement.
6.2 Both Parties to this Agreement agree to strive jointly in coordinating the work pertaining to the transfer of the Equity Stake, including but not limited to application for approvals, registration, etc., and the costs and expenses arising therefrom shall be borne by the Company. Chapter IV Disclosures, Representations and Warranties by the Transferor
Representations and Warranties by Both Parties. Each Party represents and warrants to the other that:
9.1.1 the representing and warranting Party is duly organized and validly existing under the laws of its state or country of incorporation, and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof.
9.1.2 the representing and warranting Party is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate action.
9.1.3 this Agreement is legally binding upon the representing and warranting Party and enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which the representing and warranting Party is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. * = confidential treatment requested; certain confidential information, in the places marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
9.1.4 the representing and warranting Party has not granted, and shall not grant during the term of the Agreement, any right to any Third Party which would conflict with the rights granted to the other Party hereunder. It has (or shall have at the time performance is due) maintained and shall maintain and keep in full force and effect all agreements necessary to perform its obligations hereunder.
9.1.5 the representing and warranting Party is not aware of any action, suit or inquiry or investigation instituted by any governmental agency which questions or threatens the validity of this Agreement.
