Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that: (i) it is free to enter into this Agreement; (ii) in so doing, it will not violate any other agreement to which it is a party; and (iii) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement.
Appears in 30 contracts
Samples: Royalty Agreement, Exclusive License Agreement (INNOVATION ECONOMY Corp), License Agreement (Seattle Genetics Inc /Wa)
Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that: (i) it is free to enter into this Agreement; (ii) in so doing, it will not violate any other agreement to which it is a party; and (iii) it has taken all corporate corporate, limited liability company or partnership action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement.
Appears in 6 contracts
Samples: Contingent Payment Agreement (Biovest International Inc), Contingent Payment Agreement (Biovest International Inc), Contingent Payment Agreement (Biovest International Inc)
Representations and Warranties of Both Parties. Each Party warrants and represents and warrants to the other Party that: (i) that it is free has the full right and authority to enter into this Agreement; (ii) in so doing, it will not violate any other agreement to which Agreement and that it is a party; not aware of any impediment which would inhibit its ability to perform the terms and (iii) conditions imposed on it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under by this Agreement.
Appears in 5 contracts
Samples: Collaboration and License Agreement (Memory Pharmaceuticals Corp), Strategic Alliance Agreement (Memory Pharmaceuticals Corp), Strategic Alliance Agreement (Memory Pharmaceuticals Corp)
Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that: (i) it is free to enter into this Agreement; (ii) in so doing, it will not violate any other agreement to which it is a partyparty or has received a waiver of any such violation; and (iii) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement.
Appears in 3 contracts
Samples: Purchase Agreement (Biovest International Inc), Purchase Agreement (Accentia Biopharmaceuticals Inc), Purchase Agreement (Biovest International Inc)
Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that: (i) it is free to enter into this Sublicense Agreement; (ii) in so doing, it will not violate any other agreement to which it is a party; and (iii) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement.
Appears in 3 contracts
Samples: Sublicense Agreement, Sublicense Agreement (Biovest International Inc), Sublicense Agreement (Accentia Biopharmaceuticals Inc)
Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that: (i) it is free to enter into this Agreement; (ii) in so doing, it will not violate any other agreement to which it is a party; and (iii) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement. The Parties also incorporate by reference herein all of their respective representations and warranties made to each other in the Exchange Agreement.
Appears in 2 contracts
Samples: License Agreement (Homecom Communications Inc), License Agreement (Eurotech LTD)
Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that: (i) it is free to enter into this Agreement; (ii) in so doing, it will not violate any other agreement to which it is a party; and (iii) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement.
Appears in 2 contracts
Samples: Research Collaboration and License Agreement (Cadus Pharmaceutical Corp), Research Collaboration and License Agreement (Cadus Pharmaceutical Corp)
Representations and Warranties of Both Parties. Each Party party represents and warrants to the other Party that: party that (i) it is free to enter into this AgreementAGREEMENT; (ii) in so doing, it will not violate any other agreement to which it is a party; and (iii) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement AGREEMENT and the performance of its obligations under this AgreementAGREEMENT.
Appears in 2 contracts
Samples: License Agreement (Entremed Inc), License Agreement (Entremed Inc)
Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that: (i) it is free to enter into this Agreement; (ii) in so doing, it will not violate any other agreement to which it is a party; and (iii) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; and (iv) this Agreement constitutes a valid and binding obligation of such Party and is enforceable against it in accordance with its terms.
Appears in 2 contracts
Samples: Yeast Technology License Agreement (Osi Pharmaceuticals Inc), Yeast Technology License Agreement (Cadus Pharmaceutical Corp)
Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that: (i) it is free to enter into this Agreement; (ii) in so doing, it will not violate any my other agreement to which it is a party; and (iii) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement.
Appears in 2 contracts
Samples: Strategic Alliance Agreement (Discovery Partners International Inc), Strategic Alliance Agreement (Discovery Partners International Inc)
Representations and Warranties of Both Parties. Each Party party represents and warrants to the other Party thatthat it: (i) it is free has the requisite power and authority to enter into this AgreementAgreement and that this Agreement constitutes a legal and valid obligation binding upon such party, enforceable in accordance with its terms; and (ii) in so doing, is not a party to any agreement that would prevent it will not violate any other agreement to which it is a party; and (iii) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of from fulfilling its obligations under this Agreement.
Appears in 2 contracts
Samples: General Research Grant Agreement, General Research Grant Agreement
Representations and Warranties of Both Parties. Each Party represents party of this Agreement represents, warrants and warrants undertakes to the other Party party that: :
(ia) it is free It has obtained all government approvals (if applicable) and internal delegations of authority for the valid execution of this Agreement and that the Agreement will be executed by its authorized representative to enter into the effect that upon such execution, this Agreement; Agreement will have a legally binding effect on such party.
(iib) in so doing, it will not violate any other agreement to which it is a party; and (iii) it has taken all corporate action necessary to authorize the The execution and delivery of this Agreement and the performance of its the obligations under this Agreementhereunder will not violate any laws, regulations and other agreements and bylaws of such party.
Appears in 2 contracts
Samples: Non Competition Agreement, Non Competition Agreement (China Life Insurance Co LTD)
Representations and Warranties of Both Parties. 12.1.1 Each Party hereby represents and warrants to that it has the other Party that: (i) it is free requisite corporate power and authority to enter into this Agreement; (ii) Agreement and that this Agreement constitutes a legal and valid obligation binding upon such Party, enforceable in so doing, it will not violate any other agreement to which accordance with its terms.
12.1.2 Each Party hereby represents and warrants that it is not a party; and (iii) party to any agreement that would prevent it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of from fulfilling its obligations under this Agreement.
Appears in 2 contracts
Samples: Development Funding Agreement (Opthea LTD), Development Financing Agreement (CymaBay Therapeutics, Inc.)
Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party that: :
(ia) it is free has the legal power, authority and right to enter into this Agreement; Agreement and to perform its obligations hereunder;
(iib) in so doingthe execution, it will delivery and performance of this Agreement do not violate conflict with any other agreement agreement, instrument or understanding, oral or written, to which it is a partysuch Party may be bound; and and
(iiic) it has taken all corporate action necessary the right to authorize grant the execution and delivery of this Agreement and the performance of its obligations under this Agreementlicenses purported to be granted hereunder.
Appears in 1 contract
Representations and Warranties of Both Parties. Each Party warrants and represents and warrants to the other Party that: (ia) it is free has the capacity to enter into and perform this Agreement; (ii) in so doingAgreement and all transactions contemplated herein and that all corporate, board of directors, shareholder and other actions required to authorize it will not violate any other agreement to which it is a partyenter into and perform this Agreement have been properly taken; and (iiib) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement has been duly executed and the performance of delivered by it and is valid and binding upon it in accordance with its obligations under this Agreementterms.
Appears in 1 contract
Samples: Option Agreement (Mk Gold Co)