REPRESENTATIONS AND WARRANTIES OF PFIZER. Pfizer hereby represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF PFIZER. Pfizer hereby represents and warrants to MacroGenics that as of the Effective Date:
8.3.1. there is no (a) claim, demand, suit, proceeding, arbitration, inquiry, investigation or other legal action of any nature, civil, criminal, regulatory or otherwise, pending or, to the best knowledge of Pfizer, threatened against Pfizer or any of its Affiliates or (b) judgment or settlement against or owed by Pfizer or any of its Affiliates, in each case in connection with the Pfizer Proprietary Materials or relating to the transactions contemplated by this Agreement.
REPRESENTATIONS AND WARRANTIES OF PFIZER. Subject to the terms of this Agreement and except as set forth in the corresponding sections or subsections of the disclosure schedules attached hereto, Pfizer represents and warrants to NewCo as of the date of this Agreement as follows:
REPRESENTATIONS AND WARRANTIES OF PFIZER. Pfizer hereby represents and warrants to Cellectis that it has and will have the full right, power and authority to grant all of the right, title and interest in the licenses and other rights granted or to be granted to Cellectis or Cellectis’s Affiliates under this Agreement.
REPRESENTATIONS AND WARRANTIES OF PFIZER. Pfizer hereby represents and warrants to SuperGen and its Affiliate(s) as of the Closing Date as follows:
(a) The Asset Selling Corporations are indirect, wholly-owned subsidiaries of Pfizer, and Pfizer has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including without limitation to cause the Asset Selling Corporations to fulfill the obligations set forth in Article 2. The execution, delivery and performance of this Agreement and any transactions contemplated hereunder have been duly authorized by all necessary corporate action by Pfizer and no further authorizations or actions are required. This Agreement will, after being duly executed and delivered by Pfizer, constitute the valid and binding obligation of Pfizer, enforceable in accordance with its terms.
(b) The execution, delivery and performance of this Agreement and any transactions contemplated hereunder will not conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under (any such event, a "Conflict") (i) any provision of the charter documents or bylaws of Pfizer, (ii) any contract to which Pfizer is a party or by which its assets are or have been bound, including the Distribution Agreement; and (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pfizer or any of the Assets.
(c) Pfizer is conducting its business and operations as it relates to the Assets and Distribution Agreement in compliance in all material respects with all governmental laws, rules and regulations applicable thereto and to the best of Pfizer's Knowledge is not in violation or default in any material respect under any statute, regulation, order, decree or governmental authorization applicable to it or any of its properties or business as presently conducted or proposed to be conducted as it relates to the Assets or the Distribution Agreement. Pfizer is not subject to any order or consent decree of any court or administrative body that relates specifically to the Assets.
(d) Pfizer and the Asset Selling Corporations have full right, title and interest to, and as of the Closing Date will sell, convey, transfer, assign and deliver to SuperGen or its designated Affiliate(s) good title to all Assets. The Assets and the Distribution Agreement are free and clear of any material claim, liabili...
REPRESENTATIONS AND WARRANTIES OF PFIZER. Pfizer hereby represents, warrants as of the date hereof to Organon that:
(i) Pfizer (a) is a company validly existing and in good standing under the Laws of the State of Delaware, (b) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on its financial condition or its ability to perform its obligations hereunder, (c) has the requisite power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted, (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over Pfizer, to the extent required for the ownership and operation of its business, except where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would not have a material adverse effect on its financial condition or its ability to perform its obligations hereunder, and (e) is in compliance with its charter documents, with the power and authority to enter into the Alliance Agreements and to perform its obligations under such agreements;
(ii) The execution, delivery and performance of the Alliance Agreements by Pfizer and all instruments and documents to be delivered by Pfizer hereunder and the consummation of the transactions contemplated hereby and thereby (a) are within the corporate power of Pfizer, (b) have been duly authorized by all necessary or proper action, (c) do not conflict with any provision of Pfizer's charter documents, (d) will not violate any Law or regulation or any order or decree of any court or Governmental Authority, (e) except for filings pursuant to the HSR Act, will not require any filing, permit, authorization, consent or other approval from any Governmental Authority or from any other person, firm or corporation, and (f) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which Pfizer is a party, or by which Pfizer or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; and
(iii) This Agreement has been duly executed and delivered by Pfizer and consti...
REPRESENTATIONS AND WARRANTIES OF PFIZER. 10 3.2 Representations and Warranties of Xxxxxx-Xxxxxxx .................. 19 3.3 Representations and Warranties of Pfizer and Merger Sub .........
REPRESENTATIONS AND WARRANTIES OF PFIZER. 27 Section 5.1 Organization...........................................27 Section 5.2 Authority; Binding Effect..............................28 Section 5.3 Non-Contravention......................................28 Section 5.4 Pfizer Consents and Approvals..........................29 Section 5.5 Financial Information..................................29 Section 5.6 Absence of Material Changes............................29 Section 5.7 No Litigation..........................................30 Section 5.8 Compliance with Laws...................................30 Section 5.9 Product Registrations; Regulatory Compliance...........30 Section 5.10 Environmental Matters..................................31
REPRESENTATIONS AND WARRANTIES OF PFIZER. 36 Section 5.1. Organization.................................................................36 Section 5.2. Authority; Binding Effect....................................................37 Section 5.3. Noncontravention.............................................................37 Section 5.4. Consents and Approvals of Governmental Authorities...........................38 Section 5.5. Financial Information; Books and Records.....................................38 Section 5.6. Absence of Material Changes..................................................39 Section 5.7. No Litigation................................................................40 Section 5.8. Compliance with Laws ........................................................40 Section 5.9. Product Registrations; Regulatory Compliance.................................40 Section 5.10. Environmental Matters........................................................42 Section 5.11. Material Contracts...........................................................43 Section 5.12. Intellectual Property........................................................44 Section 5.13. Real Property................................................................46 Section 5.14. Assets.......................................................................46 Section 5.15. Taxes........................................................................47 Section 5.16.
REPRESENTATIONS AND WARRANTIES OF PFIZER. 51 Section 5.1. Organzation. . . . . . . . . . . . . . . . . . 51 Section 5.2. Authority; Binding Effect. . . . . . . . . . . 51 Section 5.3. Conveyed Subsidiaries; Capital Structure. . . . . . . . . . . . . . . . . . . 52 Section 5.4. Non-Contravention. . . . . . . . . . . . .
