Representations and Warranties by Xxxxxxx. Caterer represents and warrants Caterer is duly organized, validly existing and in good standing under the laws of the state of its organization; it is duly authorized and in good standing to conduct business in the State of Texas; it has all necessary power and has received all necessary approvals to execute and deliver this Agreement; and the individual executing this Agreement on behalf of Caterer has been duly authorized to act for and bind Caterer.
Representations and Warranties by Xxxxxxx. Xxxxxxx and the Acquisition Subsidiaries hereby jointly and severally represent and warrant to Nordson as follows:
Representations and Warranties by Xxxxxxx. Sellers make the following representations and warranties to Buyer:
Representations and Warranties by Xxxxxxx. Grantor warrants, represents, covenants, and agrees that Grantor has fee simple absolute title to the Property described in Exhibit “A” and Exhibit "B", that said Property is free of any liens or other encumbrances that would prevent this grant, and that Grantor meets all requirements to contract with the City of Pflugerville as provided by Chapter 38 of the City’s Code of Ordinances.
Representations and Warranties by Xxxxxxx. Sangamo represents and warrants to Pfizer that: (a) as of the Effective Date, Sangamo is the sole and exclusive owner of the Licensed Patents listed on Exhibit A, all of which are free and clear of any claims, liens, charges or encumbrances; (b) as of the Effective Date, Sangamo has the full right, power and authority to (i) grant the licenses and other rights (including the right to sublicense) granted to Pfizer under this Agreement and (ii) perform its obligations under this Agreement; (c) Exhibit J sets forth a true and complete list of all Products and Additional Product Candidates on which Sangamo or its Affiliates have conducted in vivo preclinical studies on or prior to the Effective Date; (d)
(A) Exhibit A sets forth a true and complete list of all Licensed Patents (i) owned or otherwise Controlled by Sangamo or its Affiliates as of the Effective Date or (ii) to which Sangamo or its Affiliates have as of the Effective Date been granted or otherwise transferred any right to practice under, in each case that are necessary for the Development, Manufacture, or Commercialization of SB-525, (B) except for expired provisional patent applications, each such Patent Right , remains in full force and effect as of the Effective Date and (C) Sangamo or its Affiliates have timely paid, or caused the appropriate Third Parties to pay, all filing and renewal fees payable as of the Effective Date with respect to such Patent Rights; (e) as of the Effective Date, Xxxxxxx has disclosed to Pfizer all material scientific and technical information and all material information relating to the safety and efficacy of SB-525, in each case that was generated by or on behalf of it or its Affiliates; (f) to Sangamo’s knowledge as of the Effective Date, no Third Party (i) is infringing any Licensed Patents or (ii) has challenged or threatened to challenge the inventorship, ownership, Xxxxxxx’s right to use, scope, validity or enforceability of, or Sangamo’s or any Current Licensor’s rights in or to, any Licensed Patents (including, by way of example, through the institution or written threat of institution of interference, derivation, post-grant review, opposition, nullity or similar invalidity proceedings before the United States Patent and Trademark Office or any analogous foreign Governmental Authority); (g) as of the Effective Date, Xxxxxxx has complied with all applicable Laws, including any disclosure requirements, in connection with the filing, prosecution and maintenance ...
Representations and Warranties by Xxxxxxx. Sellers, jointly and severally, represent and warrant to Purchaser as follows. For purposes of this Agreement, “knowledge of Sellers” or similar means the actual knowledge of Xxxx Xxxxxxx.
Representations and Warranties by Xxxxxxx. Xxxxxxx represents and warrants to Bidder (on its own behalf and separately as trustee for each of the Bidder Indemnified Parties):
(a) on each date from the date of this agreement until (and including) the Second Court Date:
(i) it is a company properly incorporated and validly existing under the laws of its place of incorporation;
(ii) the execution and delivery by Talison of the Transaction Documents to which Talison is party has been properly authorised by all necessary corporate action and Talison has full corporate power and lawful authority to execute and deliver such Transaction Documents and to perform or cause to be performed its obligations under such Transaction Documents;
(iii) the Transaction Documents to which Talison is party constitute legal, valid and binding obligations on it and do not conflict with or result in a breach of or default under:
A. the constitution or equivalent constituent documents of Talison or any of its Subsidiaries; or
B. any writ, order or injunction, judgment, law, rule or regulation to which Talison or any of its Subsidiaries is party, or by which Talison or any of its Subsidiaries is bound; and
(iv) other than as expressly contemplated by clause 3, no shareholder or Regulatory Authority approvals are required to be obtained by the Talison Group in order for Talison to execute and perform its obligations under the Transaction Documents to which it is a party;
(b) that as at the date of this agreement, there are 112,446,801 Talison Shares on issue, 6,382,536 Talison Options having the exercise prices set out in Schedule 2 (Current Talison Options) on issue and 246,878 Talison Warrants (Current Talison Warrants) on issue and Talison has not issued (and is not required to issue) any other securities, instruments or rights which are still outstanding (or may become outstanding) and which may convert into Talison securities other than in connection with the satisfaction of Current Talison Options or Current Talison Warrants;
(c) on the First Court Date and the Second Court Date:
(i) the Talison Information has been prepared and included in the Explanatory Memorandum in good faith;
(ii) the Talison Information in the Explanatory Memorandum does not contain a statement which is misleading or deceptive in any material respect and does not contain any material omission;
(iii) the Talison Information complies in all material respects with relevant laws (including the Corporations Act, relevant Regulatory Guides and Canadian ...
Representations and Warranties by Xxxxxxx. Shipper represents and warrants that:
(a) at the time of supply of gas to APA at the Receipt Points, Xxxxxxx has:
(i) unencumbered title to, and the right to supply, that gas at the Receipt Points; and
(ii) in respect of any gas delivered to a Receipt Point as a consequence of a transfer or assignment under clauses 28.3 or 28.4, the right to deliver that gas at that Receipt Point for transportation under this Agreement;
(b) the quantities of Gas Nominated for receipt at an In-Pipe Receipt Point or delivery at an In-Pipe Delivery Point are the subject of a Gas Trade;
(c) neither the Shipper nor any of its Related Bodies Corporate is in default under a Law or to an Authority affecting any of them or their respective assets and which will or is likely to materially affect Shipper’s ability to perform its obligations under this Agreement; and
(d) there is no pending or threatened action or proceeding, affecting the Shipper or any of its Related Bodies Corporate or any of their respective assets, before an Authority or arbitrator which will or is likely to materially affect Shipper’s ability to perform its obligations under this Agreement. The representations and warranties in paragraphs (c) and (d) are taken to be also made on each Day on which any Gas is delivered to APA by or on account of the Shipper for transportation under this Agreement or on which any amount is or may be outstanding under this Agreement.
Representations and Warranties by Xxxxxxx. Xxxxxxx represents and warrants to Purchaser as follows:
Representations and Warranties by Xxxxxxx. Grantee represents and warrants to the Company as follows:
(1) Grantee is experienced in evaluating and investing in restaurant and franchise companies such as the Company and have had the opportunity to discuss the Company's business, management and financial affairs with its Chief Executive Officer and have had the opportunity to review the Company's plan of operations, its tax returns and current financial statement. Xxxxxxx understands that such discussions, as well as any written information issued by the Company, were intended to describe the aspects of the Company's business and prospects which it believes to be material but were not necessarily a thorough or exhaustive description.
(2) In the event Grantee exercises Xxxxxxx's Options, the Stock will be acquired for your own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.
(3) Grantee understands that neither the Options nor the Stock have been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, and that they must be held by Grantee indefinitely and Grantee must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. Grantee is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being through a "broker's transaction" or in transactions directly with a "market maker" (as provided by Rule 44(f)) and the number of shares being sold during any three-month period not exceeding specified limitations. Grantee is aware also that, while many of the restrictions of rule 144 do not apply to the resale of shares by a person who owned those shares for at least two years prior to their resale and who is not an "affiliate" (within the meaning of Rule 144(a)) of the issuer and has not been an affiliate of the issuer for at l...
