REPRESENTATIONS AND WARRANTIES OF NORTHWEST. Except as set forth in (i) the disclosure schedule dated as of the date of this Agreement delivered by Northwest to Delta concurrently with the execution and delivery by Northwest of this Agreement (the “Northwest Disclosure Schedule”) or (ii) the Northwest SEC Documents (as defined in Section 3.1(d)(i)) filed with the SEC (as defined in Section 3.1(c)(v)(C)) since January 1, 2007 and prior to the date hereof (except for cautionary, predictive or forward-looking statements contained therein), Northwest represents and warrants to Delta and Merger Sub as set forth in this Section 3.1.
REPRESENTATIONS AND WARRANTIES OF NORTHWEST. 6 3.1 Corporate Organization...........................................6 3.2 Capitalization...................................................7 3.3 Authority; No Violation..........................................7 3.4 Consents and Approvals...........................................8 3.5 Reports..........................................................9
REPRESENTATIONS AND WARRANTIES OF NORTHWEST. Except as set forth in the disclosure schedule of NorthWest delivered to Pacific concurrently herewith (the "NorthWest Disclosure Schedule"), NorthWest hereby represents and warrants to Pacific as follows:
REPRESENTATIONS AND WARRANTIES OF NORTHWEST. Northwest represents and warrants to the Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF NORTHWEST. Northwest represents and warrants to Skibo that the statements contained in this Article IV are coxxxxx 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 Article IV), except as set forth in the Northwest Disclosure Schedules delivered by Northwest on the date hereof, and except as to any representation or warranty that relates to a specific date.
REPRESENTATIONS AND WARRANTIES OF NORTHWEST. Northwest represents and warrants to Texas United as set forth below. Northwest agrees that, at the Closing, it shall provide Texas United with supplemental schedules reflecting any changes in the information contained in the disclosure schedules (“Disclosure Schedules”) which have occurred in the period from the date of delivery of such Disclosure Schedules to the date of Closing.
REPRESENTATIONS AND WARRANTIES OF NORTHWEST. 4 3.1. Corporate Organization................................. 4 ---------------------- 3.2. Authorization.......................................... 4 ------------- 3.
REPRESENTATIONS AND WARRANTIES OF NORTHWEST. Northwest hereby represents and warrants to Corry as follows:
REPRESENTATIONS AND WARRANTIES OF NORTHWEST. Northwest represents and warrants that as of October 24, 2002 and as of the Effective Date:
8.2.1 To its knowledge, there is no Designated Target IP with respect to (*) and (*) that relates to (*).
8.2.2 Northwest and its Affiliates have not entered into any agreement, other than the Northwest Hospital License Agreement, pursuant to which they have obtained or granted any intellectual property or other rights from or to any Third Parties with respect to any Designated Target, Designated Target IP, Designated Target Antibody, Designated Target Product, or method of making or using any of the foregoing.
8.2.3 Except as jointly owned with Medarex, Northwest and its Affiliates are the sole and lawful owners of the entire right, title, and interest in and to the Designated Target, Designated Target IP, Designated Target Antibody, the Designated Target Product, and except as otherwise provided herein, Northwest and its Affiliates have assigned to Medarex Northwest's entire right, title and interest in same.
8.2.4 There are no outstanding liens, licenses and/or encumbrances burdening any of the Designated Target, Designated Target IP, Designated Target Antibody, or the Designated Target Product.
8.2.5 Northwest and its Affiliates have not granted, expressly or otherwise, an assignment or any license or other right, exclusive or otherwise, including any security interest, to, under or in the Designated Target, Designated Target IP, Designated Target Antibody, or Designated Target Product, which license or right remains in force.
8.2.6 Northwest and its Affiliates have not executed, and Northwest and its Affiliates further covenant that they will not execute, any agreements inconsistent with this Agreement or to the detriment of the Designated Target, Designated Target IP, Designated Target Antibody, or Designated Target Product assigned hereby.
8.2.7 Northwest and its Affiliates do not own or have the right to grant a license, covenant not to sue or similar right under any Patent claiming, or Invention or Inforxxxion constituting, any Designated Target, Designated Target Antibody, or Designated Target Product, or method of making or using any of the foregoing, other than as included in the Designated Target IP and assigned to Medarex hereunder.
8.2.8 Northwest and its Affiliates do not own or control any Regulatory Documentation or Regulatory Approval with respect to any Designated Target, Designated Target Antibody, or Designated Target Product.
8.2.9 Northwest h...
REPRESENTATIONS AND WARRANTIES OF NORTHWEST. NORTHWEST hereby represents and warrants to ATC that:
