REPRESENTATIONS AND WARRANTIES OF CIMA. Cima hereby represents and warrants to the Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF CIMA. CIMA hereby represents and warrants to Schwxxx xxxt:
REPRESENTATIONS AND WARRANTIES OF CIMA. In addition to the representations and warranties made by CIMA under Section 6.1 above, CIMA hereby further represents and warrants to ESI that:
(a) As of the Effective Date, the CIMA Patents are existing and, to the best of its knowledge, are not invalid or unenforceable, in whole or in part;
(b) It has the full right, power and authority to grant all of the right, title and interest in the licenses granted under Article II hereof;
(c) It has not, prior to the Effective Date, previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in Product, or the CIMA Patents, or CIMA Technical Information, with respect to which ESI has been granted a license or other rights hereunder in the Territory, provided that CIMA has granted, and may in the future grant, licenses to Third Parties under such CIMA Patents and CIMA Technical Information which licenses do not conflict with the rights granted to ESI under this Agreement;
(d) It is the sole and exclusive owner of the CIMA Patents and Technical Information existing as of the Effective Date, all of which are free and clear of any liens, charges and encumbrances, except as provided in Section 6.2(c), and no other person, ***TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(B)(4) 200.83 AND 204.24B-2 corporate or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of ownership with respect to the CIMA Patents or Technical Information in the Territory, [...***...]
(e) To the best of its knowledge the CIMA Patents and Technical Information do not, as of the Effective Date, interfere or infringe on anyvalid intellectual property rights owned or possessed by any Third Party in the Territory, [...***...]
(f) As of the Effective Date, there are no claims, judgments or settlements against or owed by CIMA or, to the best of its knowledge, pending or threatened claims or litigation relating to the CIMA Patents or Technical Information;
(g) During the Term of this Agreement it will use Commercially Reasonable Efforts not to diminish the rights under the CIMA Patents and Technical Information licensed to ESI hereunder, by not committing or permitting any actions or omissions which would cause the breach of any agreements between itself and Third Parties which provide for intellectual property rights applicable to the development, manufacture, use or sale of Product, that it will provide ESI promptly...
REPRESENTATIONS AND WARRANTIES OF CIMA. In addition to the representations and warranties made by CIMA under Section 6.1 above, CIMA hereby further represents and warrants to WCH that:
(a) At the time of delivery of Product to the specified point of delivery, Product shall (i) have been manufactured, stored and shipped in accordance with GMPs, as applicable, and all other applicable laws, rules, regulations or requirements in effect at the time of manufacture in the country of manufacture (for example, in accordance with the procedures described in the applicable Regulatory Approval); (ii) conform to the Specifications; (iii) meet the provisions of the Specifications; (iv) not be adulterated or misbranded as provided for under any applicable law, order or regulation in effect in the country of manufacture and the country in which Product is being sold; (v) have a minimum shelf life of approved expiry minus three (3) months; and (vi) have been shipped in accordance with approved procedures agreed between WCH and CIMA.
(b) It shall have good and marketable title to all Product delivered to WCH.
REPRESENTATIONS AND WARRANTIES OF CIMA. 14 7.1 Organization, Power and Authority.............................. 14 7.2 Due Authority; No Breach....................................... 15 7.3 Intellectual Property.......................................... 15
REPRESENTATIONS AND WARRANTIES OF CIMA. CIMA hereby represents and warrants to [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] that:
7.1 Organization, Power and Authority. CIMA is a corporation duly organized and validly existing under the laws of the State of Delaware. CIMA has all necessary corporate power and authority to enter into, and be bound by the terms and conditions of, this Agreement, and to license the Licensed Assets and the CIMA Trademarks to [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] pursuant hereto.
REPRESENTATIONS AND WARRANTIES OF CIMA. Except as Previously Disclosed, CIMA hereby represents and warrants to Cephalon, as follows:
REPRESENTATIONS AND WARRANTIES OF CIMA. CIMA hereby represents and warrants to Alamo that:
REPRESENTATIONS AND WARRANTIES OF CIMA. 15 7.1 Organization, Power and Authority......................................................................16 7.2
REPRESENTATIONS AND WARRANTIES OF CIMA. 14 TABLE OF CONTENTS PAGE 7.2 Due Authority; No Breach.......................................... 15 7.3 Intellectual Property............................................. 15
