REPRESENTATIONS AND WARRANTIES OF LXXXX. Lxxxx hereby represents and warrants to the Dxxxxx Parties that (a) Lxxxx has the power and authority to enter into this Agreement and to carry out his obligations hereunder, (b) the execution and delivery of this Agreement by Lxxxx have been duly authorized by all necessary action on the part of Lxxxx and no other actions on the part of Lxxxx are necessary to authorize this Agreement, (c) this Agreement has been duly executed and delivered by Lxxxx and constitutes a valid and binding obligation of Lxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Dxxxxx Parties, is enforceable against Lxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) none of the execution, delivery or performance of this Agreement by Lxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Lxxxx is a party and (e) none of such material agreements would impair in any material respect the ability of Lxxxx to perform his obligations hereunder.
REPRESENTATIONS AND WARRANTIES OF LXXXX. Lxxxx represents and warrants to Victory that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except as set forth in Annex I attached hereto.
REPRESENTATIONS AND WARRANTIES OF LXXXX. Xxxxx hereby represents and warrants to Advancis as of the date hereof, subject to the exceptions as are specifically disclosed in the schedules (referencing the appropriate Sections hereof) supplied by Lilly (the “Lilly Disclosure Schedules”), which Lilly Disclosure Schedules shall be deemed to be the representations and warranties of Lilly as if made herein, as follows:
REPRESENTATIONS AND WARRANTIES OF LXXXX. Xxxxx hereby represents and warrants to Parent and Acquiror that:
REPRESENTATIONS AND WARRANTIES OF LXXXX. Xxxxx represents and warrants to Transition that as of the Effective Date:
REPRESENTATIONS AND WARRANTIES OF LXXXX. Xxxxx hereby represents and warrants to ViroPharma, with respect to the Territory unless otherwise specifically stated, that as of the Effective Date, subject to the exceptions as are specifically disclosed in the schedules (referencing the appropriate Sections hereof) supplied by Lilly (the “Lilly Disclosure Schedules”), as follows:
REPRESENTATIONS AND WARRANTIES OF LXXXX. Xxxxx represents and warrants to, and covenants with, the Consultants as follows:
