Representations and Warranties of Orion. Orion represents and warrants to the Company as follows:
Representations and Warranties of Orion. Orion hereby represents and warrants to Licensee:
11.1.1 Orion is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization, with the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Orion. This Agreement has been duly executed and delivered by Orion and constitutes the valid, binding and enforceable obligation of Orion, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect.
11.1.2 Orion is not subject to, or bound by, any provision of:
(a) any articles or certificates of incorporation or by-laws;
(b) any license agreement, collaboration agreement, mortgage, deed of trust, lease, note, shareholders’ agreement, bond, indenture, license, permit, trust, custodianship, or other instrument, agreement or restriction, or
(c) any judgment, order, writ, injunction or decree or any court, governmental body, administrative agency or arbitrator, that would prevent, or be violated by, or under which there would be a default as a result of, nor is the consent of any Third Party required for, the execution, delivery and performance by Orion of this Agreement and the obligations contained herein. The execution and delivery of this Agreement by Orion and the performance by Orion will not violate any laws or order of any court or government authority.
Representations and Warranties of Orion. Orion represents and warrants to the Red Eagle Entities as follows on and as of the date hereof and acknowledges that the Red Eagle Entities are relying upon such representations and warranties in connection with the entering into of this Agreement:
(a) Orion is:
(i) duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and no proceedings have been instituted or are pending for its dissolution or liquidation;
(ii) qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the nature and location of its assets requires such qualification or licensing except where such failure to qualify or be licensed or in good standing would not have a material adverse effect on its ability to perform its obligations under this Agreement; and
(iii) has all requisite power and authority to own and lease its assets and carry on its business and to execute and deliver, and perform its obligations under this Agreement.
(b) The execution and delivery by Orion of, the performance of its obligations under, and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or other action of Orion, as applicable, and do not and will not:
(i) contravene the terms of its constating documents;
(ii) conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving notice or lapse of time or both), any written or oral contract, agreement, license, concession, indenture, mortgage, debenture, note or other instrument to which it is a party, subject or otherwise bound (including with respect to its assets) except in each case as would not have a material adverse effect on its ability to perform its obligations under this Agreement; or
(iii) violate in any material respect any Applicable Law to which it is subject or otherwise bound (including with respect to its assets).
(c) This Agreement has been duly and validly executed and delivered by Orion, and constitutes a legal, valid and binding obligation of Orion, enforceable against it in accordance with its terms, except to the extent enforcement may be affected by Applicable Laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitab...
Representations and Warranties of Orion. Orion represents and warrants to the Covered Entity:
a. That neither the execution of this Addendum, nor its performance hereunder, will directly or indirectly violate or interfere with the terms of another agreement to which it is a party, or give any governmental entity the right to suspend, terminate, or modify any of its governmental authorizations or assets required for its performance hereunder. Orion represents and warrants to the Covered Entity that it will not enter into any agreement the execution and/or performance of which would violate or interfere with this Addendum.
b. That all of its employees, agents, representatives and members of its workforce, whose services may be used to fulfill obligations under this Addendum are or shall be appropriately informed of the terms of this Addendum and are under legal obligation to the Covered Entity, by contract or otherwise, sufficient to enable the Covered Entity to fully comply with all provisions of this Addendum including, without limitation, the requirement that modifications or limitations that the Covered Entity has agreed to abide by with regards to the use and disclosure of the PHI of any individual that materially affects and/or limits the uses and disclosures that are otherwise permitted under the HIPAA Privacy Rule will be communicated to Orion, in writing, and in a timely fashion.
Representations and Warranties of Orion. Orion represents and warrants as of April 12, 1995 to each of Actava, Sterling and MITI as follows (all references in this Article 4 to "as of the date of this Agreement" or to "as of the date hereof" shall be deemed to refer to April 12, 1995):
Representations and Warranties of Orion. Except as set forth in any Orion SEC Document filed and publicly available prior to the date of this Agreement (as amended to the date of this Agreement, the “Orion Filed SEC Documents”) and filed with the Securities and Exchange Commission (the “SEC”) since January 1, 2014 (excluding any disclosures in any risk factors section, in any section related to forward-looking statements and other disclosures that are predictive or forward-looking in nature) or as disclosed in the disclosure letter delivered by Orion to Diamond prior to the date of this Agreement (the “Orion Disclosure Letter”) and making reference to the particular subsection of this Agreement to which exception is being taken (provided, that such disclosure shall be deemed to qualify that particular subsection and such other subsections of this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to such other subsections), Orion represents and warrants to Diamond as follows:
Representations and Warranties of Orion. ORIXX xxreby acknowledges, represents and warrants to, and agrees with, OIF xx follows:
(a) The Shares when purchased by OIF and upon receipt of the Additional Capital for such Shares by ORION shall be validly issued, fully paid and non-assessable.
(b) ORION is not a reporting issuer as defined by Rule 902 of Regulation S.
Representations and Warranties of Orion. Orion hereby represents and warrants to Licensee at the Effective Date:
Representations and Warranties of Orion. Orion represents and warrants to the Corporation and the other Investors as of the date of this Agreement as follows:
Representations and Warranties of Orion. Orion represents and warrants to and agrees with Ovale and the Ovale Shareholders as follows:
