Representations and Warranties of GSK. GSK represents and warrants that:
(a) Status; Enforceability. GSK is a validly existing corporation in good standing under the laws of Pennsylvania; the execution, delivery and performance of this Agreement by GSK (where applicable) has been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of GSK, enforceable against GSK in accordance with the terms hereof, subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights and remedies of creditors generally and the effect of general principles of equity, whether applied by a court of law or equity; and the execution, delivery and performance of this Agreement by GSK will not violate or conflict with any other agreement or instrument to which GSK is a Party.
Representations and Warranties of GSK. GSK hereby represents and warrants to Amicus, as of the Second Restated Effective Date, as follows:
12.2.1 It has the full right, power and authority to enter into this Agreement and to grant the licenses to Amicus as purported to be granted pursuant to this Agreement. No rights from JCR (including any GSK In-Licensed Background ERT IP) are necessary to grant to Amicus the rights and licenses as purported to be granted pursuant to this Agreement.
12.2.2 It has not previously granted any right, license or interest in or to the Co-Formulation Product IP that is in conflict with the rights or licenses granted to Amicus under this Agreement. Except as otherwise may have been disclosed by GSK to Amicus prior the Second Restated Effective Date, GSK has not received written notice from any Third Party that (a) the manufacture, sale, importation or use of JR051, as JR051 exists as of the Second Restated Effective Date, as incorporated into a Co-Formulation Product as contemplated immediately prior to the Second Restated Effective Date, infringes or misappropriates any Third Party rights.
12.2.3 As of the Second Restated Effective Date, GSK has a license from JCR to provide to Amicus the supply of JR051 or JR051 as incorporated into a Co-Formulation Product as set forth herein.
12.2.4 To GSK’s knowledge, there are no investigations, inquiries, actions or other proceedings pending before any Regulatory Authority in the Territory with respect to the Co-Formulation Product(s), including JR051, as JR051 exists as of the Second Restated Effective Date, and GSK has not received written notice threatening any such investigation, inquiry, action or other proceeding.
12.2.5 The Development of the Co-Formulation Product(s), including JR051, as JR051 exists as of the Second Restated Effective Date, by or on behalf of GSK (and excluding any such Development by or on behalf of Amicus) has been, to the knowledge of GSK, conducted in compliance in all material respects with all applicable Laws; and GSK has no knowledge that any of ****** - Material has been omitted and filed separately with the Commission. its Affiliates or Third Party collaborators or contractors has developed the Co-Formulation Product(s), including JR051, as JR051 exists as of the Second Restated Effective Date, in a manner that does not comply in all material respects with all applicable Laws.
12.2.6 There are no agreements to which GSK or its Affiliate is a party, to GSK’s knowledge, that would prevent GSK f...
Representations and Warranties of GSK. GSK hereby represents and warrants to Welichem, and acknowledges that Welichem is relying on such representations and warranties in connection with the transactions contemplated by this Agreement, that as of (i) the First Closing Date, and (ii) the Second Closing Date (if and when the Second Closing occurs):
Representations and Warranties of GSK. GSK represents and warrants to XenoPort that, as of the Effective Date:
(a) it has the full right and authority to grant the rights granted herein;
(b) subject to Article 19, all necessary consents, approvals and authorizations of all Regulatory Authorities, other governmental authorities and other persons or entities required to be obtained by GSK in order to enter into this Agreement have been obtained; and
(c) GSK does not have any knowledge that any of XenoPort’s representations and warranties set forth in Sections 16.1 and 16.2 above are inaccurate.
Representations and Warranties of GSK. GSK hereby represents and warrants that:
Representations and Warranties of GSK. GSK hereby represents and warrants to Jazz Pharmaceuticals and acknowledges that Jazz Pharmaceuticals is relying on such representations and warranties in connection with the transactions contemplated by this Agreement that, as of the Closing Date:
Representations and Warranties of GSK. GSK represents and warrants to Roivant that, except as set forth in Section 4.1 of the Disclosure Schedule, the statements contained in this Section 4.1 are true and correct as of the Closing Date (as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date)). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.1, it being acknowledged and agreed, however, that to the extent that any of the representations and warranties contained herein call for the disclosure of matters on the Disclosure Schedule which are also required to be disclosed pursuant to other representations and warranties under this Agreement, disclosure in one Section of the Disclosure Schedule of such matter with such reasonable particularity that it can reasonably be concluded from the face of such disclosure that such disclosure is applicable to another representation or warranty shall, to the extent of such disclosure, be deemed to constitute disclosure of that matter pursuant to such other representation and warranty under this Agreement.
Representations and Warranties of GSK. GSK hereby represents and warrants to Prometheus that, as of the Effective Date:
Representations and Warranties of GSK. GSK represents and warrants to ADVANCIS that, as of the Effective Date, there are no existing or threatened actions, suits or claims pending against GSK that will limit GSK's ability to perform all of the obligations undertaken by GSK hereunder.
Representations and Warranties of GSK. GSK hereby represents and warrants to Amicus as of the date hereof and as of the Closing Date as follows:
