Representations and Warranties of Seller and Xxxxxxxxx Sample Clauses

Representations and Warranties of Seller and Xxxxxxxxx. The Seller and Xxxxxxxxx hereby jointly and severally make the following representations and warranties to Buyer, as of the date of this Agreement, which representations and warranties shall continue in full force and effect from the date hereof until and through the Closing Date:

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Representations and Warranties of Seller and Xxxxxxxxx. Seller and Xxxxxxxxx jointly and severally represent and warrant to Buyer and Superior that the representations and warranties set forth herein are true and correct as of the date of this Agreement and will be true and correct on the Closing Date as if made on that date. The representations and warranties in this Article 3 or in any document delivered to Buyer or Superior pursuant to this Agreement are deemed to be material and Buyer and Superior are entering into this Agreement relying on such representations and warranties.

Representations and Warranties of Seller and Xxxxxxxxx. The ------------------------------------------------------ Seller and XxXxxxxxx hereby jointly and severally represent, warrant, covenant and agree that: (i) each of Seller and XxXxxxxxx has full legal capacity, power and authority to enter into this Agreement and carry out the terms and provisions hereof; (ii) this Agreement has been duly executed and delivered by each of the Seller and XxXxxxxxx and is the valid and binding agreement of each of the Seller and XxXxxxxxx enforceable against each of the Seller and XxXxxxxxx in accordance with its terms; (iii) Seller is legal, record and beneficial holder of the Shares free and clear of all liens, claims, encumbrances or adverse interests of any kind; and (iv) following payment of the Purchase Price, Seller will have delivered legal, record and beneficial title to the Purchased Shares to the Company free and clear of any and all liens, claims, encumbrances or adverse interests of any kind. Seller and XxXxxxxxx are familiar with the business and financial condition of the Company and are satisfied by reason of their own knowledge and investigation, and not in reliance on any express or implied representation of the Company or any of its directors, officers, agents or affiliates, as to the sale of the Purchased Shares at the Purchase Price specified herein. Seller and XxXxxxxxx have had access to documents pertaining to valuation of the Purchased Shares, or have requested and received such documents.

Related to Representations and Warranties of Seller and Xxxxxxxxx

REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.
REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:
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 SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:
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 XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date: