REPRESENTATIONS AND WARRANTIES OF CTI. CTI represents and warrants that it is duly organized, validly existing and in good standing under the laws of the State of Delaware and is authorized to conduct business in the Commonwealth of Massachusetts, 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. CTI further represents and warrants that it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder.
REPRESENTATIONS AND WARRANTIES OF CTI. SECTION 4.01. Organization and Corporate Power.......................... 9 SECTION 4.02. Subsidiaries.............................................. 9 SECTION 4.03. Authorization............................................. 9 SECTION 4.04. Validity of the Shares.................................... 9 SECTION 4.05. Enforceability............................................ 10 SECTION 4.06. Capitalization............................................ 10 SECTION 4.07.
REPRESENTATIONS AND WARRANTIES OF CTI. Subject to the disclosures set forth in the CTI Disclosure Schedule, CTI represents and warrants to NICOYA as follows. The CTI Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this ARTICLE IV. Any matter disclosed in any section of the CTI Disclosure Schedule shall be considered disclosed for other sections of the CTI Disclosure Schedule, but only to the extent such matter on its face would reasonably be expected to be pertinent to a particular section of the CTI Disclosure Schedule in light of the disclosure made in such section. The provision of monetary or other quantitative thresholds for disclosure does not and shall not be deemed to create or imply a standard of materiality hereunder.
REPRESENTATIONS AND WARRANTIES OF CTI. Except as set forth on a Disclosure Schedule (the"Disclosure Schedule"), which shall be updated and provided to Genentech prior to each Closing, CTI represents and warrants to Genentech as follows:
REPRESENTATIONS AND WARRANTIES OF CTI. CTI hereby represents and warrants to NovaMed that the matters set forth in the following subsections of this Section 4 are or will be true and correct on the Closing Date.
REPRESENTATIONS AND WARRANTIES OF CTI. CTI hereby represents and warrants to the Company and Spectrum, except as set forth on the Disclosure Schedule, as follows:
REPRESENTATIONS AND WARRANTIES OF CTI. 14.1 CTI shall be responsible for testing Product and ensuring that Product complies, when shipped to AHG, with all applicable laws, regulations, directives and requirements of the FDA, including without limitation, packaging and labeling requirements, product warning requirements, product design and safety requirements and advertising requirements.
14.2 CTI shall not use the trademark or trade names of AHG except to the extent necessary for activities contemplated under this Agreement.
14.3 CTI warrants that, as of the date of shipment to AHG, the Product will conform to specifications, will not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act (the “Act”) and will not be articles which may not, under the provisions of the Act, be introduced into interstate commerce.
14.4 CTI represents that it has the authority to enter into this Agreement and that its execution of this Agreement and its performance of its obligations hereunder will not conflict with and is not prohibited by any other Agreement to which CTI is a party.
REPRESENTATIONS AND WARRANTIES OF CTI. Except as set forth on the Disclosure Schedules (provided that an item on such Disclosure Schedules shall be deemed to qualify only the particular section or sections of this Article III specified for such item, unless it is reasonably apparent that the disclosure or statement in one section of the Disclosure Schedules should apply to one or more sections thereof) delivered by CTI to Novuspharma prior to the execution of this Agreement (the “CTI Disclosure Schedules”), CTI represents and warrants to Novuspharma as follows:
REPRESENTATIONS AND WARRANTIES OF CTI. CTI hereby makes the following representations and warranties to DCE and each Seller:
REPRESENTATIONS AND WARRANTIES OF CTI. CTI hereby makes the following representations and warranties to each of the Shamrock Companies and to Seller:
