REPRESENTATIONS AND WARRANTIES OF PTI. PTI represents and warrants to DURECT that:
(a) The execution, delivery and performance of this Agreement by PTI shall not, with or without notice or the passage of time or both, result in any violation of or constitute a default under any material contract, obligation or commitment to which PTI is a party or by which it is bound, or any statute, rule or governmental regulation applicable to PTI. This Agreement constitutes a valid and binding obligation of PTI, enforceable in accordance with its terms.
(b) PTI is a company duly organized under the laws of Delaware, and has all requisite legal and corporate power and authority to carry on its business and the performance of its obligations under this Agreement. All corporate action on the part of PTI and its officers and directors necessary for the entering into of this Agreement and the performance of PTI’ obligations hereunder has been taken.
(c) PTI shall perform all of its obligations set forth under this Agreement in compliance with all applicable laws in the Territory.
(d) PTI has obtained and will maintain at all times during the Term and for so long as any license granted pursuant to Section 8.1 survives, all rights and licenses with respect to the Opioid Drug as necessary to develop and commercialize the Licensed Product in the Territory. To the best knowledge of PTI, the use of the Opioid Drug pursuant to the provisions of this Agreement and as contemplated herein has not and does not infringe the rights of any Third Party in the Territory. As of the Effective Date of this Agreement, to the best knowledge of PTI, there are no adverse actions, suits, or claims pending or threatened against PTI or its Affiliates in any court or by or before any governmental body or agency in the Territory with respect to the Opioid Drug.
REPRESENTATIONS AND WARRANTIES OF PTI. PTI represents and warrants to CFFT that: (a) this Agreement has been duly executed and delivered by PTI and constitutes the valid and binding obligation of PTI, enforceable against PTI in accordance with its terms, except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of PTI and its directors and stockholders; (c) the individual executing this Agreement on behalf of PTI is duly authorized to do so; and (d) no provision contained in this Agreement violates any other agreement to which PTI is bound or otherwise subject.
REPRESENTATIONS AND WARRANTIES OF PTI. PTI represents and warrants Quantum as follows:
REPRESENTATIONS AND WARRANTIES OF PTI. As an inducement to Optionee to enter into this Agreement and the Employment Agreement, PTI hereby represents and warrants to Optionee as follows: (i) PTI is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) The outstanding capital stock of PTI consists of 65.745 shares of Common Stock. The Option Shares to be issued to Optionee pursuant to an exercise of the Option, when so issued, will be duly and validly authorized, issued and outstanding, fully paid, non-assessable and free of preemptive rights; (iii) Except for the 65.745 shares of Common Stock outstanding, there is no outstanding right, subscription, warrant, call unsatisfied preemptive right, option, or other agreement of any kind to purchase or otherwise to receive from PTI any capital stock or any other security of PTI, and there is no outstanding security of any kind convertible into such capital stock; (iv) PTI has heretofore delivered to Optionee true and complete copies of its Certificate of Incorporation and By-Laws as in effect on the date hereof; (v) PTI has full power and authority to execute and deliver this Agreement and to consummate the transactions herein. The execution, delivery and performance of this Agreement by PTI has been duly authorized and approved by PTI's Board of Directors, and no other corporate authorizations or proceedings are necessary. This Agreement has been duly executed by PTI and is the legal, valid and binding agreement of PTI, enforceable in accordance with its terms; and (vi) None of the representations or warranties of PTI contained herein, or information otherwise furnished to Optionee is false or misleading in any material respect or omits to state a fact herein or therein necessary to make the statements herein misleading in any material respect.
REPRESENTATIONS AND WARRANTIES OF PTI. Except as set forth on the disclosure schedule delivered to SWI and SW on the date hereof (as amended or supplemented as of the Closing Date in accordance with this Section 2, the "PTI Disclosure Schedule"), the section numbers of which are numbered to correspond to the section numbers of this Agreement to which they refer, PTI represents and warrants to SWI as set forth below. For purposes of this Section 2, the phrase "to the knowledge of PTI" or similar expression means the actual conscious knowledge of one or more of the following: Stevxx X. Xxxxxx, Xxle Xxxxxx, Xxonxx X. Xxxxxxxx, Xxn X. Xxxxx, Xxrdxx Xxxxxxxxx, Xxwrxxxx Xxxxxx xxx Kathxxxxx Xxxx. Xxcept for those representations and warranties which speak as of a specific date (which shall continue to be true and correct as of the date made on the Closing Date), all of the representations and warranties of PTI set forth below shall be true and correct as of the Closing Date with the same force and effect as though made on and as of the Closing Date. On or before the Closing Date, PTI shall deliver to SWI and SW an updated PTI Disclosure Schedule reflecting any changes or additions required to be made to cause PTI's representations and warranties to be true and correct on and as of the Closing Date (the "Updated PTI Disclosure Schedule"). To the extent that the Updated PTI Disclosure Schedule reflects any event, fact, circumstance or condition (i) which was in existence on or as of the date hereof or which arose subsequent to the date hereof and (ii) which was not reflected on the PTI Disclosure Schedule delivered on the date hereof and (iii) which represents a material adverse change in the business or financial condition of PTI, then such event, fact, circumstance or condition shall constitute a failure by PTI to satisfy the conditions set forth in Section 7.1 and shall constitute a basis for termination of this Agreement by SWI in accordance with Section 9.1(i) hereof.
REPRESENTATIONS AND WARRANTIES OF PTI. PTI represents and warrants to the Company that now and/or as of the Closing:
REPRESENTATIONS AND WARRANTIES OF PTI. PTI represents and warrants to OSI, HWC and Sooner that the statements contained in this Article VIII are correct and complete as of the date of this Combination Agreement, except as set forth in the disclosure schedule delivered by PTI to OSI, HWC and Sooner on the date hereof (the "PTI Disclosure Schedule").
REPRESENTATIONS AND WARRANTIES OF PTI. Existence; Good Standing; Corporate Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 4.2 Authorization; Validity and Effect of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 4.3 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 4.4 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 4.5
REPRESENTATIONS AND WARRANTIES OF PTI. PTI hereby represents and warrants to Getty as follows:
REPRESENTATIONS AND WARRANTIES OF PTI. PTI represents and warrants to and in favour of LVI and acknowledges that LVI is relying on such representations and warranties in connection with this Agreement and the transactions contemplated herein:
