Representations and Warranties of Allergan Sample Clauses

Representations and Warranties of Allergan. Allergan warrants that the Product supplied by Allergan to Licensee hereunder and the Manufacturing of the Product by Allergan, its Affiliates and/or Subcontractors, as applicable, shall comply with the Specifications, cGMP and applicable Laws.
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Representations and Warranties of Allergan. ALLERGAN hereby represents, warrants and covenants to MAP that, as of the Effective Date, as set forth below: (a) Exhibit 1.7 sets forth a true and complete list of the ALLERGAN Trademarks. (b) Nothing in the settlement between ALLERGAN and the United States Department of Justice, announced on September 1, 2010, conflicts with ALLERGAN’s ability to enter into this Agreement and perform its obligations hereunder.
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Representations and Warranties of Allergan. ALLERGAN represents and warrants that, as of the Effective Date: 7.1.1 ALLERGAN is a corporation duly organized, validly existing, and in good standing under the laws of the state of Delaware; 7.1.2 The execution, delivery, and performance of this Agreement by ALLERGAN have been duly authorized by all requisite corporate action and do not require any shareholder action or approval; *** Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended. 7.1.3 The execution, delivery, and performance by ALLERGAN of this Agreement and its compliance with the terms and provisions hereof do not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (a) any agreement with a Third Party, including but not limited to a loan agreement, guaranty, financing agreement, agreement affecting a Product, or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction, or decree of any court or governmental authority entered against it or by which any of its property is bound; 7.1.4 ALLERGAN has taken customary and reasonable steps, consistent with industry practice, to protect the confidentiality of the ALLERGAN Know-How; 7.1.5 ALLERGAN has the right and authority to grant the licenses granted to GSK and its Affiliates pursuant to the terms and conditions set forth in this Agreement in the Territory; 7.1.6 Neither ALLERGAN nor its Affiliates has granted any right, license, or interest in, to, or under the ALLERGAN Patent Rights, ALLERGAN Know-How or ALLERGAN Trademarks in the Territory that is inconsistent with the rights, licenses, and interests granted under the terms and conditions set forth in this Agreement; 7.1.7 ALLERGAN is the registered proprietor of the ALLERGAN Trademarks that are registered in the Territory and the applicant in respect of those ALLERGAN Trademarks which are applications at the Effective Date in the Territory and, to the knowledge of ALLERGAN, the use of the ALLERGAN Trademarks by GSK as contemplated by this Agreement will not infringe the intellectual property rights of any Third Party in the Territory; 7.1.8 ALLERGAN Controls the ALLERGAN Patent Rights and the ALLERGAN Know-How and, the ALLERGAN Patent Rights...
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Representations and Warranties of Allergan. Allergan hereby represents and warrants to, and agrees with, Farallon and BSC as follows:
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Representations and Warranties of Allergan. Allergan represents and warrants to Inspire, as of the Effective Date, that: (a) Allergan is the owner of, or has exclusive rights to, all of the Allergan Patents in existence on the Effective Date, and has the exclusive right to grant the licenses granted under this Agreement therefor. To the best of its knowledge, all Allergan Patents are valid and not the subject of any interferrence or opposition proceedings. Furthermore Allergan (i) is unaware of any publications or activities by it or others which would likely invalidate the Allergan Licensed Claims; (ii) has disclosed to Inspire any Third Party patent of which it is aware that is likely to be infringed by the manufacture, use or sale of Restasis(TM); and (iii) does not own or license any patents or patent applications, not included in the Allergan Patents which would be infringed by the manufacture, use or sale of Restasis(TM); (b) to the best of Allergan's knowledge, Allergan has exclusive rights to all of the Allergan Know-how in existence on the Effective Date and the exclusive right to grant licenses with respect thereto; (c) to the best of Allergan's knowledge, Inspire's co-promotion of Restasis(TM), in accordance with the terms of this Agreement, does not infringe upon or conflict with any patent or other proprietary rights in U.S. of any Third Party; (d) Allergan shall perform those activities assigned to it under the Development Program in compliance with good laboratory and clinical practices and cGMP, in each case as applicable under the laws and regulations of the country where such activities are conducted, and will conduct such activities in accordance with Section 5; and (e) Allergan has not entered into any agreement with any Third Party that is in conflict with the rights granted to Inspire pursuant to this Agreement.
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Representations and Warranties of Allergan. ALLERGAN represents and warrants that, as of the Effective Date: 7.1.1 ALLERGAN is a corporation duly organized, validly existing, and in good standing under the laws of the state of Delaware; 7.1.2 The execution, delivery, and performance of this Agreement by ALLERGAN have been duly authorized by all requisite corporate action and do not require any shareholder action or approval; 7.1.3 The execution, delivery, and performance by ALLERGAN of this Agreement and its compliance with the terms and provisions hereof do not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (a) any agreement with a Third Party, including but not limited to a loan agreement, guaranty, financing agreement, agreement affecting a Product, or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or *** Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended.
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Related to Representations and Warranties of Allergan

  • 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 All Parties Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions 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.

  • 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 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 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 BUYER Buyer hereby represents and warrants to Seller as follows:

  • 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 PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

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