REPRESENTATIONS AND WARRANTIES OF SB. SB hereby represents and warrants to CADUS that it is the owner of, or has the rights to include in the Research Program, all SB Targets and Third Party Targets.
REPRESENTATIONS AND WARRANTIES OF SB. SB hereby represents and warrants to Quest that:
(a) SB is a public limited company duly organized and validly existing under the laws of England. SB has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by SB to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and properly taken. This Agreement has been duly executed and delivered by SB and constitutes a legal, valid and binding obligation of SB, enforceable against SB in accordance with its terms.
(b) On the Formation Date, (i) IX Company shall have no indebtedness for borrowed money and no intercompany payables owed to SB or its Affiliates and (ii) the tangible net worth of IX Company (as determined under GAAP) shall be positive.
REPRESENTATIONS AND WARRANTIES OF SB. SB represents and warrants to Buyer as follows, except as set forth on the SB Disclosure Memorandum with respect to each Section below.
REPRESENTATIONS AND WARRANTIES OF SB. Subject to Sections 5.01 and 5.02 and except as set forth in the SB Disclosure Schedule with respect to a particular Section, SB hereby represents and warrants to EWBC and EWB:
REPRESENTATIONS AND WARRANTIES OF SB. SB hereby represents and warrants to Coulxxx xx follows:
REPRESENTATIONS AND WARRANTIES OF SB. SB hereby represents and warrants to ImmunoGen as follows:
REPRESENTATIONS AND WARRANTIES OF SB. SB hereby represents and warrants to Aradigm as follows:
REPRESENTATIONS AND WARRANTIES OF SB. 5.1. Corporate Organization and Authority....... 10 5.2.
REPRESENTATIONS AND WARRANTIES OF SB. SB hereby represents and warrants to Incyte that:
REPRESENTATIONS AND WARRANTIES OF SB. SB and the Founders hereby jointly and severally represent and warrant to the Optionee that, and acknowledge that the Optionee is relying upon such representations and warranties in entering into this Agreement:
