REPRESENTATIONS AND WARRANTIES OF ITI. Except as set forth in the corresponding sections or subsections of the ITI Disclosure Schedule, dated as of the date hereof, delivered by ITI to Lil Marc (the "ITI Disclosure Schedule"), ITI represents and warrants to Lil Marc and Newco as follows:
REPRESENTATIONS AND WARRANTIES OF ITI. ITI hereby represents, warrants and agrees that:
REPRESENTATIONS AND WARRANTIES OF ITI. ITI represents, warrants and covenants that (i) it shall not engage in any activities that use the BMS Patent Rights and/or Documented BMS Know-How in a manner that is outside the scope of the license rights granted to it hereunder, (ii) all of its activities related to its use of the BMS Patent Rights and Documented BMS Know-How, and the research, Development and Commercialization of the Licensed Compounds and Licensed Products, pursuant to this Agreement shall comply with all applicable material legal and regulatory requirements, and (iii) prior to filing the first drug application (i.e., an NDA or its foreign equivalent) for a Licensed Product, ITI shall have all licenses that are necessary in order for the manufacture, use or sale of such Licensed Product not to infringe the intellectual property of any Third Party known to ITI as of such date, but excluding licenses applicable to any Third Party issued patents for which ITI has obtained a well-reasoned, written opinion of an outside patent attorney that ITI’s activities under the scope of this Agreement are not reasonably likely to infringe any Valid Claim of such Third Party issued patent.
REPRESENTATIONS AND WARRANTIES OF ITI. (a) ITI hereby makes the following representations and warranties to SBS as of the date hereof (except with respect to subsection (v)) and as of the Call Option Closing Date:
REPRESENTATIONS AND WARRANTIES OF ITI. In order to induce CRTZ to enter into this Agreement and to consummate to the transactions contemplated hereby, ITI makes the following representations and warranties to CRTZ:
REPRESENTATIONS AND WARRANTIES OF ITI. 7 Section 2.1 Organization, Standing and Power.......................................................7 Section 2.2 Capital Structure......................................................................8 Section 2.3 Authority..............................................................................9 Section 2.4 Consents and Approvals; No Violation...................................................9 Section 2.5 SEC Documents and Other Reports; Financial Matters....................................10 Section 2.6
REPRESENTATIONS AND WARRANTIES OF ITI. ITI represents and warrants to SLC as follows:
REPRESENTATIONS AND WARRANTIES OF ITI. Except as expressly set forth and specifically identified by the section number of this Agreement in the schedule delivered by ITI to SCP contemporaneously with the execution of this Agreement (the "ITI DISCLOSURE SCHEDULE"), ITI represents, warrants, and covenants to SCP as follows:
REPRESENTATIONS AND WARRANTIES OF ITI. ITI and, limited to Section 3.2(c), (d) and (e) hereunder, TVN hereby make the following representations and warranties to SBS as of the date hereof and as of the Closing Date; provided, however, that any representations and warranties made as of a specific date shall only be made as of such date:
REPRESENTATIONS AND WARRANTIES OF ITI. Except as set forth in a letter dated the date of this Agreement and delivered by ITI to EduTrek concurrently herewith (the "ITI Disclosure Letter"), ITI hereby represents and warrants to EduTrek that:
