Representations and Warranties of Partner. As an inducement to Xxxxxxx, the JV Entity and the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Partner hereby represents and warrants to Xxxxxxx as follows:
Representations and Warranties of Partner. Partner warrants to Active that the End Users shall be able to access the Integrated Hosting Services (i) on a twenty-four-hours-per-day, seven-days-per-week basis, except during scheduled and unscheduled maintenance downtime, and (ii) on a ninety-nine percent (99%) availability basis.
Representations and Warranties of Partner. Partner represents and warrants to Kiniksa as of the Effective Date as follows:
12.3.1. No Partner Technology exists as of the Effective Date.
12.3.2. There are no Partner Patent Rights owned by or exclusively licensed to Partner or any of its Affiliates.
12.3.3. There are no legal claims, judgments, or settlements against or owed by Partner or any of its Affiliates, or pending or, to Partner’s Knowledge, threatened, legal claims or litigation, in each case, relating to antitrust, anti-competition, or Anti-Corruption Law violations.
12.3.4. Partner has sufficient financial wherewithal to (a) perform all of its obligations set forth under this Agreement, and (b) meet all of its obligations that come due in the ordinary course of business.
12.3.5. Partner has, or can readily obtain, sufficient technical, clinical, and regulatory expertise to perform all of its obligations pursuant to this Agreement, including its obligations relating to Development, Manufacturing, performance of Medical Affairs, Commercialization, and obtaining Regulatory Approvals, in each case, of the Licensed Product as contemplated under this Agreement.
12.3.6. To its Knowledge, neither Partner nor any of its Affiliates, or its or their directors, officers, employees, distributors, agents, representatives, sales intermediaries, or other Third Parties acting on behalf of Partner or any of its Affiliates:
(a) has taken any action in violation of any applicable Anti-Corruption Laws; or
(b) has corruptly offered, paid, given, promised to pay or give, or authorized the payment or gift of anything of value, directly or indirectly, to any Public Official, for the purposes of:
(i) influencing any act or decision of any Public Official in his or her official capacity;
(ii) inducing such Public Official to do or omit to do any act in violation of his or her lawful duty;
(iii) securing any improper advantage; or
(iv) inducing such Public Official to use his or her influence with a government, governmental entity, or commercial enterprise owned or controlled by any government (including state-owned or controlled veterinary, laboratory or medical facilities) in obtaining or retaining any business whatsoever.
12.3.7. Except as otherwise disclosed on Schedule 12.3 (Partner Disclosures), none of the officers, directors, or employees of Partner or of any of its Affiliates or agents acting on behalf of Partner or any of its Affiliates, in each case, that are employed or reside outside the United State...
Representations and Warranties of Partner. Partner represents and warrants to Parent and Acquisition Sub that:
Representations and Warranties of Partner. Partner hereby represents and warrants to NET2 and ITES as follows:
Representations and Warranties of Partner. Partner covenants, and represents and warrants to Atara that as of the Execution Date and the Effective Date:
(a) Partner is a corporation duly organized, validly existing and in good standing under the laws of jurisdiction in which it is incorporated and it has full right and authority to enter into this Agreement and to accept the rights and licenses granted as herein described;
(b) This Agreement has been duly authorized by all requisite corporate action, and when executed and delivered will become a valid and binding contract of Partner enforceable against Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally from time to time if effect, and to general principles of equity;
(c) The execution, delivery and performance of this Agreement does not conflict with any other agreement, contract, instrument or understanding, oral or written, to which Partner is a party, or by which it is bound, nor does it violate any Law applicable to Partner
(d) All necessary consents, approvals and authorizations of all regulatory and Governmental authorities and other persons or entities required to be obtained by Partner in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained; and
(e) Partner is not (i) aware of any breach by Atara of the Original Commercialization Agreement or any of the Original Ancillary Agreements or (ii) aware of any facts that could form the basis of such a breach of said agreements.
Representations and Warranties of Partner. Partner represents and warrants to uniQure as of the Execution Date as follows:
10.3.1 There are no legal claims, judgments, or settlements against or owed by Partner or any of its Affiliates, or pending or, to Partner’s Knowledge, threatened, legal claims or litigation, in each case, relating to antitrust, anti-competition, or Anti-Corruption Law violations, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Partner’s ability to perform its obligations under this Agreement.
10.3.2 To Partner’s Knowledge, neither Partner nor any of its Affiliates, or its or their directors, officers, employees, distributors, agents, representatives, sales intermediaries, or other Third Parties acting on behalf of Partner or any of its Affiliates has violated any applicable Anti-Corruption Laws in any material respect, in the past five years, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Partner’s ability to perform its obligations under this Agreement.
Representations and Warranties of Partner. PARTNER hereby represents and warrants to ERDC as follows:
Representations and Warranties of Partner. 5 Section 3.1 Corporate Existence and Power................................................6 Section 3.2 Corporate Authorization......................................................6 Section 3.3 Subsidiaries ................................................................6 Section 3.4 Governmental Authorization; Consents.........................................7 Section 3.5
Representations and Warranties of Partner. Partner represents and warrants to Company as follows, except as set forth in the schedule of exceptions to representations and warranties attached hereto as Schedule 3 (the "Disclosure Schedule"):
