Representations and Warranties of Schering Sample Clauses

Representations and Warranties of Schering. Schering hereby further represents and warrants to Impax that: (a) Schering has not and will not, enter into any agreement or any other transaction with any third party or Affiliate that impedes Schering's obligations under this Agreement; provided, however, that Impax acknowledges that Schering is in the business of developing, manufacturing and selling pharmaceutical products and nothing in this Agreement shall be construed as restricting such business. (b) In the event that Schering and/or its Affiliates shall manufacture a product pursuant to Section 5.4(a), all such product shall (a) meet the applicable Specifications at the time of shipment, (b) meet all regulatory requirements of any relevant Regulatory Authority in the Territory, (c) be manufactured, packaged, tested, stored and shipped in accordance with Regulatory Approval and all Laws, (d) not be adulterated or misbranded under the FDCA or relevant laws and regulations and (e) be produced, packaged and tested and stored in environmentally controlled facilities that have been approved by the applicable Regulatory Authority to the extent required by Law. (c) In the event and to the extent that Schering and/or its Affiliates shall manufacture a product pursuant to Section 5.4(a), Schering's and/or its Affiliates' manufacturing facilities for such product shall conform in all respects to Laws governing such facilities. (d) Neither Schering nor any of its Affiliates shall have been debarred or is subject to debarment and will not use in any capacity, in connection with the services to be performed under this Agreement, any Person who has been debarred pursuant to Section 306 of the FDCA or is the subject of a conviction described in such section, and (e) All Product which Schering shall package, test, store, ship or market under this Agreement shall have been marketed and stored in accordance with Regulatory Approval and all Laws.
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Representations and Warranties of Schering. 16.1 Schering represents and warrants to RPI as follows:
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Representations and Warranties of Schering. In connection with the issuance of the Shares to Schering, Schering hereby makes the following representations and warranties: A. Accredited Investor. Schering is an "accredited investor" within the definition set forth in Rule 501(a) promulgated under the Securities Act of 1933. Schering understands that Anthra is relying on such representation. B. Securities Not Registered. Schering understands (i) that the Shares have not been registered for sale under United States federal or state securities laws *** CONFIDENTIAL TREATMENT REQUESTED. 9 -9- and that the Shares are being offered and sold to Schering pursuant to one or more exemptions from the registration requirements of such securities laws; (ii) that in order to satisfy such requirements Schering must be acquiring the Shares for its own account for investment and not with a view to distribution thereof except in accordance with applicable securities laws and that the representations and warranties contained in this Section 4.3 are given with the intention that Anthra may rely thereon for purposes of claiming such exemption; and (iii) that the Shares cannot be sold by Schering unless subsequently registered under such laws or unless an exemption from such registration is available.
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Representations and Warranties of Schering. (i) Nothing in this Agreement shall be construed as a warranty or representation by Schering as to the validity or scope of any Schering Technology or Schering Patent Rights or that the exercise of the Schering Patent Rights will not infringe upon the rights of any Third Party; (ii) EXHIBIT C Lists all of the Schering Patent Rights owned or controlled by Schering which are relevant to the manufacture, use and sale of Compound MS-325 and its corresponding Licensed Products in the Territory as of the Effective Date. To Schering's actual knowledge, each of the Schering Patent Rights set forth on EXHIBIT C is properly issued and is not invalid for reasons of fraud or inequitable conduct and Schering is not aware of any facts or circumstances that would form the basis for a determination that any of such patents are invalid due to obviousness, overbreadth or for any other reason; and (iii) to its actual knowledge, Schering has all Third Party licenses or other rights to patents or intellectual property that are required to perform its obligations as contemplated hereunder.
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Representations and Warranties of Schering. SCHERING represents and warrants to VERTEX as follows:
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Representations and Warranties of Schering. Schering (including each Schering Affiliate holding rights or other property to be transferred hereunder or having other obligations hereunder) represents and warrants to Cardium as follows:
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Representations and Warranties of Schering. Schering represents and ------------------------------------------ warrants to 3-DP as of the date hereof and as of the Closing Date as follows:
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Related to Representations and Warranties of Schering

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

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