REPRESENTATIONS AND WARRANTIES OF INTERWAVE Sample Clauses

REPRESENTATIONS AND WARRANTIES OF INTERWAVE. Interwave hereby represents and warrants to Alvarion and Merger Sub, as of the date hereof, subject to such exceptions as are disclosed in writing in the disclosure schedule supplied by Interwave to Alvarion, dated as of the date hereof and certified by a duly authorized officer of Interwave (the “Interwave Disclosure Schedule”), as follows (reference to Interwave in this Article II shall be deemed to include reference to each of its Subsidiaries (as such term is defined in Section 2.1(b) below) unless the context otherwise requires).
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REPRESENTATIONS AND WARRANTIES OF INTERWAVE interWAVE hereby represents and warrants to ADC that as of the date hereof: (1) interWAVE is a corporation duly organized, validly existing and in good standing under the laws of Bermuda, and has the requisite corporate power and authority to perform its obligations under this Agreement. (2) Neither the execution or delivery of, nor the performance of or compliance with, this Agreement, nor the consummation of the transactions contemplated hereby will, with or without the giving of notice or passage of time, result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any asset or property of interWAVE pursuant to, any agreement or other instrument to which interWAVE is a party or by which it or any of its properties, assets or rights is bound or affected. interWAVE is not subject to any restrictions which would prohibit it from entering into or performing its obligations under this Agreement. (3) This Agreement has been duly authorized by all necessary corporate action on behalf of interWAVE, has been duly executed and delivered by authorized officers of interWAVE, and is a valid and binding agreement on the part of interWAVE that is enforceable against interWAVE in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors' rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies. (4) No representation or warranty in this Agreement contains any untrue statement of a material fact or omits or will omit to state any material fact required to be stated herein or therein or necessary to make the statements herein not misleading.
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REPRESENTATIONS AND WARRANTIES OF INTERWAVE. 2.1 Organization and Qualification; Subsidiaries 2.2 Memorandum of Association; Bye-laws 2.3 Capitalization 2.4 Authority Relative to this Agreement 2.5 No Conflict; Required Filings and Consents 2.6 Compliance with Laws; Environmental Matters; Permits 2.7 SEC Filings; Financial Statements
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REPRESENTATIONS AND WARRANTIES OF INTERWAVE. Interwave hereby represents and warrants to Telos as follows: (a) Interwave has the full power and authority to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights and licenses granted to Telos in this Agreement; and (b) to Interwave’s actual knowledge, there are no pending claims or actions as of the Effective Date alleging that the Licensed Products infringe any intellectual property rights of a third party.
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Related to REPRESENTATIONS AND WARRANTIES OF INTERWAVE

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • Representations and Warranties of Investor Investor hereby represents and warrants to, and agrees with, the Company that the following are true and as of the date hereof and as of each Advance Date:

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

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