REPRESENTATIONS AND WARRANTIES OF ABBOTT Sample Clauses

REPRESENTATIONS AND WARRANTIES OF ABBOTT. Abbott represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of Illinois, that it has full corporate power and authority to enter into this Agreement and to carry out its provisions, and that there are no outstanding agreements, assignments or encumbrances in existence that are inconsistent with the provisions of this Agreement; (b) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder and that the execution, delivery and performance of this Agreement by it does not require the consent, approval or authorization of or notice, filing or registration with any governmental agency or Regulatory Authority; (c) as of the Effective Date, to the best of Abbott's knowledge, (i) it has sufficient xxxxxx under the Abbott Technology necessary to grant the rights specified in this Agreement and to perform its obligations hereunder; (ii) there are no claims, judgments or settlements against or owed by it relating to the Abbott Technology; (iii) the exercise of Xxxxxx's rights to [/\#/\] CONFIDENTIAL TREATMENT REQUESTED 18 [/\#/\] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. the Compound under this Agreement or Myogen's use of the Abbott Technology under this Agreement will not infringe any intellectual property rights of a Third Party with the exception of infringement arising from the use of Compound or Abbott Technology in combination with the xxxxxology of a Third Party and such infringement would have been avoided without such combination; (iv) the material provided to Myogen concerning the manufacturing process for the Compound as it relates to process historical cost, historical yield and historical quality are accurate in all material respects; (v) there are no known adverse events that have not been described in the documents provided to Myogen or the applicable Regulatory Authority; (vi) Abbott has exerted Commercial Reasonable Xxxxxxs to gather and convey to Myogen all documents in Abbott's or its Affiliates' possession anx xxxxxxs from Regulatory Authorities as part of the Data Transfer described in Article 5.1 (a); and (vii) Exhibit A includes the relevant Patents necessary to market and sell the Product as contemplated in the Work Plan. (d) as of the Effective Date, to the best of Abbott's knowledge, (i) no...
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REPRESENTATIONS AND WARRANTIES OF ABBOTT. Except as otherwise disclosed in the letter (the “Abbott Disclosure Letter”) dated as of the date of this Agreement and delivered to Mylan by Abbott with respect to this Agreement (it being understood that any information contained therein shall qualify and apply to the representations and warranties in this Article 4 to which the information is specifically stated as referring and shall qualify and apply to other representations and warranties in this Article 4 to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to such other representations and warranties), Abbott represents and warrants to the Mylan Parties as follows:
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REPRESENTATIONS AND WARRANTIES OF ABBOTT. Except as otherwise set forth in a schedule to any particular representation and warranty (collectively, the “Company Disclosure Schedule”) (with specific reference to the particular Section of this Agreement to which the information set forth in such disclosure schedule relates; provided, however, that any information set forth in one Section of the Company Disclosure Schedule shall be deemed to apply to each other Section thereof to which its relevance is readily apparent on its face), Abbott represents and warrants to GE as follows:
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REPRESENTATIONS AND WARRANTIES OF ABBOTT. Attached hereto as Exhibit D, are the representations and warranties made by Abbott in Article III of the Abbott Agreement. Seller has also provided to Buyer a true and correct copy of the disclosure schedules related to such representations and warranties. To the best knowledge of Seller, all such representations and warranties were true and correct as of the date of the Abbott Agreement, are true and correct as of the date hereof and will be true and correct as of the date of Closing.
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REPRESENTATIONS AND WARRANTIES OF ABBOTT. Abbott reprxxxxxx and warranxx xxxt: (a) This Agreement has been duly authorized, executed and delivered by Abbott and is the valid and binding agreement of Abbott, enforceable in accordance with its terms. (b) The execution and delivery of this Agreement does not, and manufacture and sale of the Product by Abbott will not (a) violate the terms of any order, writ or decree of any court or judicial or regulatory authority or body, or (b) conflict with or result in a breach of any condition or provision or constitute a default under or pursuant to the terms of any contract, license, or agreement to which Abbott or any Affiliate is a party, or which is or purports to be binding upon Abbott or any Affiliate, or upon any of the properties or assets of Abbott or any Affiliate. (c) Abbott has no knowledge or information that would lead Abbott to believe that the existing Licensed Patents and/or Proprietary Rights are not valid or enforceable; (d) Abbott has or will maintain access to a supply of High Molecular Weigh Hetastarch sufficient to meet market demand for the Product. (e) Abbott has or will maintain access to manufacturing facilities capable of producing a sufficient quantity of the Product, under good manufacturing practices, to meet market demand. (f) Abbott, its Affiliates and sublicensees, and their respective employees, agents and contractors, will manufacture the Product under good manufacturing practices, in compliance with all applicable laws, statutes, rules and regulations. (g) Abbott, its Affiliates and xxxxxxensees will distribute, market, sell, transport and dispose of the Product in compliance with all applicable laws, statutes, rules and regulations. (h) Abbott shall provide Licensor promptly in writing all adverse events and safety data which Abbott or its Affiliates or sublicensees obtain concerning the Product and Improved Products.
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REPRESENTATIONS AND WARRANTIES OF ABBOTT. SECTION 4.01. Organization and Authority of Abbott 10 SECTION 4.02. No Conflict 10 SECTION 4.03. Governmental Consents and Approvals 10 SECTION 4.04. Litigation 10 SECTION 4.05. Brokers 10 SECTION 4.06. Disclaimer 10
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REPRESENTATIONS AND WARRANTIES OF ABBOTT. Abbott hereby represents and warrants to Boston Scientific as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF ABBOTT

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representations and Warranties of Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.

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