Representations and Warranties of Mxxxxx. Mxxxxx hereby represents and warrants that he is not aware of any fact, agreement, plan or other circumstance, and has not taken any action, which fact, agreement, plan, circumstance or action would reasonably be expected to prevent or preclude Mxxxxx from delivering the Mxxxxx Closing Representation Letter immediately prior to the Closing.
Representations and Warranties of Mxxxxx. Midori represents and warrants to the Purchaser as follows, except as Disclosed, and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein:
(a) Midori is a corporation validly existing and in good standing under the laws of the jurisdiction of incorporation and is duly registered, licensed or qualified to carry on business under the laws of the jurisdictions in which the nature of its business makes such registration, licensing or qualification necessary;
(b) Midori has the corporate power and capacity to enter into this Agreement and each additional agreement or instrument to be delivered pursuant to this Agreement, to perform its obligations hereunder and thereunder to own and lease it property, and to carry on its businesses as now being conducted;
(c) this Agreement has been, and each additional agreement or instrument to be delivered pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by Mxxxxx and each is, or will be at the Time of Closing, a legal, valid and binding obligation of Midori, enforceable against Midori in accordance with its terms;
(d) the execution and delivery of this Agreement does not, and the consummation of the Transaction will not, (i) result in a breach or violation of the articles or by-laws of Midori or of any resolutions of the directors or shareholders of Midori, (ii) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement (including any Midori Material Contract), license or permit to which Midori is a party or by which Midori is bound or to which any material assets or property of Midori is subject, or (iii) violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to Midori;
(e) the authorized capital of Midori consists of an unlimited number of common shares which, as of the date of this Agreement, 22,000,000 common shares are, or will be, issued and outstanding as fully paid and non-assessable shares; and as of the date hereof, nil common share purchase warrants and nil stock options of Midori are outstanding;
(f) other than as set out herein, no person (other than the Purchaser pursuant to this Agreement) has any agreement, option, right or ...
Representations and Warranties of Mxxxxx. Mxxxxx additionally represents and warrants to Biodexa as follows:
(a) Mxxxxx is the owner of, or has exclusive rights (with rights of sublicense as provided hereunder) to, the Licensed Technology for purposes of Developing, Manufacturing and Commercializing the Licensed Product in the Field;
(b) Melior has not granted rights to any Person which would violate the terms of or its obligations under this Agreement, or otherwise cause Melior to breach or violate any agreement with any Person upon execution hereof;
(c) effective as of the Effective Date, Melior will be the sole and exclusive owner of the Licensed Technology;
(d) the Licensed Technology is free and clear of all liens, encumbrances or restrictions of any kind;
(e) Mxxxxx does not have actual knowledge of, nor has it received any written notifications from any Person claiming that, any additional licenses or other intellectual property rights are necessary to exploit the Licensed Technology or otherwise conduct the activities contemplated to be conducted by either Party under this Agreement with respect to the Licensed Technology;
(f) there are no additional licenses under any intellectual property that is owned or Controlled by Mxxxxx or its Affiliates as of the Effective Date that would be required in order for Biodexa to further Develop, Manufacture and Commercialize any Licensed Product as of the Effective Date;
(g) to Mxxxxx’s knowledge and belief, the Licensed Technology represents all of the Intellectual Property reasonably necessary for the Development, Manufacture and Commercialization of any Licensed Product as of the Effective Date;
(h) Exhibit A sets forth a true, correct and complete list of all Patents included in the Licensed Technology that are pending or issued as of the Effective Date that pertain to the Manufacture, Development, Commercialization or other use of a Licensed Product, indicating for each whether such Patent is owned by Mxxxxx or licensed by Mxxxxx from any Person (other than an Affiliate), and if licensed, identifies the licensor or sublicensor from which such Patents are licensed;
(i) Exhibit D sets forth a true, correct and complete list of all material agreements, contracts, or other arrangements between Melior or any of its Affiliates and any Person (i) with which Melior or any of its Affiliates has acquired rights to the Licensed Technology or (ii) which restrict the ability of Biodexa to Develop, Manufacture, or Commercialize the Licensed Products (collective...
Representations and Warranties of Mxxxxx. Mxxxxx hereby represents and warrants to Worthington that:
(a) Mxxxxx is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Georgia. Mxxxxx has full corporate power and authority to conduct its business as it is now being conducted.
(b) Mxxxxx has full corporate power and authority to enter into, execute and deliver this Agreement, the Stock Redemption Agreement, the Mutual Release and the Steel Supply Agreement (collectively, the “Worthington/Mxxxxx Relationship Agreements”) and to perform its obligations thereunder. Each of the Worthington/Mxxxxx Relationship Agreements has been duly approved and authorized by all requisite corporate action.
(c) Neither the execution and delivery by Mxxxxx of the Worthington/Mxxxxx Relationship Agreements nor the performance by Mxxxxx of its obligations thereunder will, directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of any provision of any articles of incorporation, bylaws or other organizational documents of Mxxxxx, each as amended to date, or any resolution adopted by the board of directors (or any committee thereof) or the shareholders of Mxxxxx; (ii) require any approval or consent of, or filing with, any agency, authority, body, board, commission, court, instrumentality, legislature or office of any nature whatsoever of any federal, state, county, district, municipal, city, foreign or other government or quasi-government unit or political subdivision (“Governmental Authority”) or any other person, other than such approvals, consents and filings which shall have been obtained or made prior to the Closing; (iii) contravene, conflict with, or result in any breach or violation of any provision of, or give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, any material agreement to which Mxxxxx is a party or by which Mxxxxx or its property or assets may be bound; and (iv) violate any statute, ordinance, bylaw, code, rule, regulation, restriction, permit, judgment, order, writ, injunction, decree, determination or award of any Governmental Authority (“Legal Requirements”), including, without limitation, the Georgia Business Corporation Code, to which Mxxxxx or any of its property or assets may be subject.
(d) This Agreement constitutes the valid and legally binding obligation of Mxxxxx, enforceable against Mxxxxx in accord...
