Representations and Warranties of MERRIMACK. Merrimack represents and warrants to the Shareholder Parties that (a) Merrimack has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by Merrimack, constitutes a valid and binding obligation and agreement of Merrimack, and is enforceable against Merrimack in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights and remedies of creditors and subject to general equity principles, and (c) the execution, delivery and performance of this Agreement by Merrimack does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, or any material agreement, contract, commitment, understanding or arrangement to which Merrimack is a party or by which it is bound.
Representations and Warranties of MERRIMACK. MERRIMACK hereby represents and warrants to SANOFI-AVENTIS, as of the Execution Date, that, except as MERRIMACK has disclosed to SANOFI-AVENTIS as of the Execution Date:
Representations and Warranties of MERRIMACK. MERRIMACK hereby represents and warrants to PEI, as of the Effective Date, that, except as MERRIMACK has disclosed to PEI as of the Effective Date:
Representations and Warranties of MERRIMACK. MERRIMACK hereby represents and warrants to XXXXXX, as of the Effective Date, that, except as MERRIMACK has disclosed to XXXXXX as of the Effective Date:
