REPRESENTATIONS AND WARRANTIES OF ALLIANCE. Alliance represents and warrants, as to itself, as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF ALLIANCE. Except as set forth in this Supplemental Agreement, the 1999 Agreements, or that certain letter to Inhale's counsel dated as of the date hereof:
(a) To Alliance’s Knowledge, Alliance has the right to grant to Inhale rights to all MediSpheres™ Purchased Assets and all Bioavailability Purchased Assets that Alliance purports to grant under this Supplemental Agreement, free and clear of any Encumbrances. To the Knowledge of Alliance, there are no defects in the filing or prosecution of the MediSpheres™ Assigned Patent Rights or the Bioavailability Assigned Patent Rights that could reasonably be expected to cause either the invalidity of any patent that may issue from the MediSpheres™ Assigned Patent Rights or the Bioavailability Assigned Patent Rights or cause a patent not to issue from the MediSpheres™ Assigned Patent Rights or the Bioavailability Assigned Patent Rights. Alliance is not obligated to make any payment to any Person for the use or other exploitation of any of the MediSpheres™ Purchased Assets or any of the Bioavailability Purchased Assets.
(b) Alliance has taken commercially reasonable measures and precautions, consistent with its customary practices, appropriate to protect and maintain the confidentiality and secrecy of all of the MediSpheres™ Purchased Assets and all of the Bioavailability Purchased Assets (except to the extent that public disclosure was necessary as part of the process of filing patent applications for the MediSpheres™ Assigned Patent Rights or the Bioavailability Assigned Patent Rights whose value would be unimpaired by public disclosure).
(c) All issued patents and trademarks that are registered with any Governmental Body and held by Alliance and included within the MediSpheres™ Purchased Assets or the Bioavailability Purchased Assets are subsisting and to the Knowledge of Alliance are valid. To the Knowledge of Alliance (without performing any special inquiry and recognizing that Alliance’s primary area of expertise is outside Inhale’s intended use of the MediSpheres™ Purchased Assets and the Bioavailability Purchased Assets), the use of the MediSpheres™ Purchased Assets or the Bioavailability Purchased Assets does not infringe or constitute a misappropriation of any Proprietary Asset owned or used by any other Person. Alliance has not received any written notice or other communication from any Person of any actual, alleged, possible, or potential infringement, misappropriation, or unlawful use of, any Proprietary Asset ow...
REPRESENTATIONS AND WARRANTIES OF ALLIANCE. Alliance hereby makes to and for the benefit of the Insurer each of the representations and warranties made by Alliance, whether in its capacity as Originator, Servicer or otherwise, in each of the Basic Documents to which it is a party, including, but not limited to, Sections 2.11 and 7.01 of the Agreement and Sections 3.1 of the Purchase Agreement. Such representations and warranties are incorporated herein by this reference as if fully set forth herein, and may not be amended except by an amendment complying with the terms of the last sentence of Section 6.1. In addition, Alliance represents and warrants as of the Closing Date as follows:
(a) The offer and sale of the Notes by the Issuer comply in all material respects with all requirements of law, including all registration requirements of applicable securities laws.
(b) The Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended. The Issuer is not required to be registered as an "investment company" under the Investment Company Act. Neither the offer nor the sale of the Notes by the Issuer will be in violation of the Securities Act or any other federal or state securities law. Alliance will satisfy any of the information reporting requirements of the Securities Exchange Act arising out of the Transaction to which it, the Issuer or the Seller is subject.
(c) The information or statements contained in the Documents furnished to the Insurer by Alliance, as amended, supplemented or superseded on or prior to the date hereof, taken as a whole, do not, if restated at and as of the date hereof, contain any statement of a material fact or omit to state a material fact necessary to make such information or statements misleading in any material respect.
REPRESENTATIONS AND WARRANTIES OF ALLIANCE. 3.1 Representations and Warranties Regarding Alliance. Alliance represents and warrants to Federated as follows:
REPRESENTATIONS AND WARRANTIES OF ALLIANCE. Except as Previously Disclosed, Alliance hereby represents and warrants to WSFS as follows:
REPRESENTATIONS AND WARRANTIES OF ALLIANCE. Section 3.1
REPRESENTATIONS AND WARRANTIES OF ALLIANCE. Alliance represents and warrants to Metromedia as follows:
REPRESENTATIONS AND WARRANTIES OF ALLIANCE. Alliance hereby represents and warrants to Priceline, on behalf of itself and its Affiliates, as follows:
REPRESENTATIONS AND WARRANTIES OF ALLIANCE. 6 Section 2.1 Organization and Capital Stock.............................................. 7 Section 2.2 Authorization; No Defaults.................................................. 7 Section 2.3 Subsidiaries................................................................ 8 Section 2.4 Financial Information....................................................... 8 Section 2.5 Absence of Changes.......................................................... 9 Section 2.6 Agreements with Banking Authorities......................................... 9 Section 2.7
REPRESENTATIONS AND WARRANTIES OF ALLIANCE. On or prior to the date hereof, Alliance has delivered to Horizon a schedule (the "DISCLOSURE SCHEDULE") setting forth, among other things, items, the disclosure of which are necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article 2 or to one or more of its covenants contained in Article 4; provided, that the mere inclusion of an item in the Disclosure Schedule as a exception to a representation or warranty shall not be deemed an admission by Alliance that such item represents a material exception or fact, event or circumstance or that such items is reasonably likely to have or result in a Material Adverse Effect on Alliance. Alliance's representations, warranties and covenants contained in AGREEMENT OF MERGER AND PLAN OF REORGANIZATION PAGE 6 this Agreement shall not be deemed to be untrue, incorrect or to have been breached as a result of effects on Alliance arising solely from actions taken in compliance with a written request from Horizon. Subject to the foregoing, Alliance hereby makes the following representations and warranties to Horizon:
