Representations and Warranties of Manufacturer. Manufacturer hereby makes the following representations and warranties to ARI, each of which shall be true as of the Agreement Date and throughout the Term of this Agreement:
(a) Authorization to Conduct Business. Manufacturer is duly authorized to transact business in the manner contemplated by this Agreement.
(b) Adherence to Laws. Manufacturer has and will adhere to all Applicable Laws relating to Manufacturer's performance of its obligations under this Agreement (including all applicable environmental, health, safety and labor laws and regulations).
Representations and Warranties of Manufacturer. As an inducement to, and to obtain the reliance of Licensor and Licensee, Manufacturer represents and warrants as follows:
Representations and Warranties of Manufacturer. Manufacturer hereby represents and warrants for the benefit of SalesCo on the Closing Date and on each date of transfer of Receivables pursuant to Section 5.1(a), as follows:
a. Organization and Good Standing. Manufacturer (i) is a limited partnership duly organized and validly existing in good standing under the laws of the Netherlands, (ii) is duly qualified as a foreign limited partnership and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect and (iii) and has full power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.
Representations and Warranties of Manufacturer. Manufacturer hereby represents and warrants to Canbiola as of the Effective Date as follows:
Representations and Warranties of Manufacturer. Manufacturer represents and warrants to PDI as follows:
6.1.1 Manufacturer has the authority to enter into this Agreement and to manufacture and sell the Product(s) to PDI and that the persons signing this Agreement on behalf of Manufacturer are authorized to sign;
6.1.2 Manufacturer possesses all necessary permits, licenses, or clearances required to perform its obligations hereunder, including Taiwan and other governmental approvals required to perform its obligations under this Agreement;
6.1.3 the Product(s) shall be free and clear of all liens, charges, encumbrances, or other restrictions;
6.1.4 the Product(s) shall be free from defects in design manufacture, materials and workmanship for a period equal to the lesser of (i) the warranty period provided to end-users by PDI, plus one (4) month; or (ii) maximum warranty not to exceed twenty-four (24) months from agreed upon PO shipment date.
6.1.5 the Product(s) shall be fit and safe for the use(s) normally and reasonably intended;
6.1.6 the Product(s) are of merchantable quality and shall perform in conformance with Specifications (including any identified “Useful Life”) and Manufacturer samples;
6.1.7 Manufacturer shall comply with all applicable laws and regulations in performing its obligations under this Agreement, including but not limited to laws and regulations pertaining to product design, manufacture, packaging and labeling and, if applicable, importation and the Foreign Corrupt Practices Act;
6.1.8 the Product(s) and all Materials provided to PDI under this Agreement are new Product(s) and do not contain anything used, refurbished or reconditioned;
6.1.9 all Product(s), unless specifically exempted under the applicable customs laws and regulations, shall be marked in a conspicuous place as legibly, indelibly, and permanently as the nature of the article (or container) shall permit, with the country of origin;
6.1.10 the Product(s) are not supplied by the use of forced labor, convict labor or forced or illegal child labor and that the Product(s) were not trans-shipped for the purpose of mislabeling, evading quota or country of origin restrictions or for the purpose of avoiding compliance with forced labor, convict labor or child labor laws;
Representations and Warranties of Manufacturer. The Manufacturer hereby represents and warrants to the Company:
(a) Products. All Products delivered pursuant to the terms hereof by the Manufacturer (or any subcontractor thereof) to the Company during the Term will at delivery be in compliance with the Specifications and the cGMP Requirements and, at the time of delivery of the Products, the Products will be free from defects in materials and workmanship and shall not be adulterated or misbranded within the meaning of the FFDCA, and will not be an article which may not, under the FFDCA, be introduced into interstate commerce. Except for the change currently contemplated by Manufacturer with respect to packaging the Product in Dividilla ampules at the Novartis Pharma XX Xxxxx facility, the Manufacturer will not make any material changes in its manufacturing or testing procedures with respect to the Product, or any of its bulk drug substance suppliers for the Product, without the Company's prior written consent, which shall not be unreasonably withheld. For purposes of the foregoing sentence, material changes shall be limited to those which would place the Product outside the NDA and/or the Product Specifications (or cGMP) and which would not be corrected through a deviation report, or which would interrupt supply of the Product to the Company.
Representations and Warranties of Manufacturer. Manufacturer represents that it is the owner of all the rights, title and interest in its process and technology known as the PWC and all trademarks, and goodwill related thereto, free of all encumbrances and claims. Manufacturer further represents that it has the right to grant exclusively to Distributor an exclusive right to import, market, sell, and promote the PWC in the Territory.
Representations and Warranties of Manufacturer. Manufacturer hereby makes the following representations and warranties to ARI, each of which shall be true as of the Agreement Date and throughout the Term of this Agreement:
Representations and Warranties of Manufacturer. Manufacturer represents and warrants to Distributor as follows:
a. The Manufacturer is a duly organized and active corporation in good standing under the laws of Florida.
b. Neither the execution and delivery of this Agreement nor the consummation of the actions contemplated hereby will (i) violate any provisions of the articles of incorporation or bylaws of the Manufacturer; (ii) violate, or be in conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under any contract to which Manufacturer is a party; or (iii) violate any laws, statutes, ordinances, regulations, decrees, judgments to which the Manufacturer is subject.
c. Manufacturer has the full and unrestricted right, power and authority to enter into and perform the terms, covenants and conditions of this Agreement and to be bound thereby during the entire term of this Agreement. This Agreement constitutes a legal, valid and binding obligation of Manufacturer, enforceable against Manufacturer in accordance with its terms.
Representations and Warranties of Manufacturer. Manufacturer hereby represents and warranties to Distributor that, as of the Effective Date:
3.1 Manufacturer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.
3.2 Manufacturer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken to authorize such execution, delivery, and consummation have been duly and properly taken.
3.3 This Agreement has been duly executed and delivered by Manufacturer and constitutes the legal, valid and binding obligation of Manufacturer, enforceable against Manufacturer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.
