Common use of Representations and Warranties of XXXX Clause in Contracts

Representations and Warranties of XXXX. XXXX represents, warrants and covenants that: (a) Bulk drug substance produced under this Agreement will be Produced, tested, and packaged in accordance with CGMP as specified in a Project Plan and Quality Agreement, will meet the Bulk Drug Substance Specifications that were in effect at time of Production when made available at XXXX’x shipping docks, and shall be free from defects in material and workmanship. (b) XXXX has obtained and will remain in compliance with all permits, licenses and other authorizations during the Term of this Agreement which are required under Applicable Laws. (c) Bulk Drug Substance provided to CLIENT by XXXX hereunder will not be adulterated or misbranded within the meaning of the FDCA. THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 6.3 ARE EXPRESSLY IN LIEU OF AND EXCLUDE, AND XXXX HEREBY EXPRESSLY DISCLAIMS, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE PRACTICE, WITH REGARD TO ANY PRODUCT DELIVERED HEREUNDER, WHETHER USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES OR NON-INFRINGEMENT OF THE PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON.

Representations and Warranties of XXXX. XXXX represents, hereby represents and warrants and covenants to NEE Operating LP that: 5.1.1 it is validly organized and existing under the laws of the State of Delaware; 5.1.2 it or another member of the Manager Group, as applicable, holds, and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform NEE Operating LP promptly upon knowledge of, any reason why such Permits might be cancelled; 5.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 5.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 5.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on XXXX’x ability to perform its obligations under this Agreement; 5.1.6 no authorization, consent or approval of, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 5.1.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (a) Bulk drug substance produced under this Agreement will be Producedapplicable bankruptcy, testedinsolvency, moratorium, fraudulent conveyance, reorganization and packaged in accordance with CGMP as specified in a Project Plan other laws of general application limiting the enforcement of creditors’ rights and Quality Agreement, will meet the Bulk Drug Substance Specifications that were in effect at time of Production when made available at XXXX’x shipping docks, remedies generally and shall be free from defects in material and workmanship. (b) XXXX has obtained general principles of equity, including standards of materiality, good faith, fair dealing and will remain reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in compliance with all permits, licenses and other authorizations during the Term of this Agreement which are required under Applicable Lawsa proceeding at law or in equity. (c) Bulk Drug Substance provided to CLIENT by XXXX hereunder will not be adulterated or misbranded within the meaning of the FDCA. THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 6.3 ARE EXPRESSLY IN LIEU OF AND EXCLUDE, AND XXXX HEREBY EXPRESSLY DISCLAIMS, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE PRACTICE, WITH REGARD TO ANY PRODUCT DELIVERED HEREUNDER, WHETHER USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES OR NON-INFRINGEMENT OF THE PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON.

Representations and Warranties of XXXX. XXXX representsXXXX 5.1 In order to induce RM Eastview to perform as required hereunder, Xxxx-Xxxx hereby warrants and covenants thatrepresents the following: (a) Bulk drug substance produced Xxxx-Xxxx is a duly organized and validly existing corporation organized under the laws of the State of Delaware and is authorized to do business in the State of New York, has all requisite power and authority to execute and deliver this Agreement will and all other documents and instruments to be Produced, testedexecuted and delivered by it hereunder, and packaged to perform its obligations hereunder and under such other documents and instruments in order to purchase the Property in accordance with CGMP as specified in a Project Plan the terms and Quality Agreementconditions hereof. All necessary actions of Xxxx-Xxxx to xxxxxx such power and authority upon the person(s) executing this Agreement and all documents, will meet the Bulk Drug Substance Specifications that were in effect at time of Production when made available at XXXX’x shipping dockswhich are contemplated by this Agreement on its behalf, and shall be free from defects in material and workmanshiphave been taken. (b) XXXX has obtained This Agreement, when duly executed and delivered, will remain be the legal, valid and binding obligation of Xxxx-Xxxx, enforceable in compliance accordance with all permits, licenses and other authorizations during the Term terms of this Agreement. The performance by Xxxx-Xxxx of its duties and obligations under this Agreement which are required under Applicable Laws. (c) Bulk Drug Substance provided and the documents and instruments to CLIENT be executed and delivered by XXXX it hereunder will not be adulterated conflict with, or misbranded within the meaning result in a breach of, or default under, any provision of any of the FDCAorganizational documents of Xxxx-Xxxx or any agreements, instruments, decrees, judgments, injunctions, orders, writs, laws, rules or regulations, or any determination or award of any court or arbitrator, to which Xxxx-Xxxx is a party or by which its assets are or may be bound. 5.2 All representations and warranties made by Xxxx-Xxxx in this Agreement shall not be merged in the delivery of the Assignment and shall survive the Closing Date for a period of one (1) year. THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 6.3 ARE EXPRESSLY IN LIEU OF AND EXCLUDEFrom and after the Closing, AND XXXX HEREBY EXPRESSLY DISCLAIMSXxxx-Xxxx agrees to indemnify and defend RM Eastview, ALL OTHER REPRESENTATIONS OR WARRANTIESand to hold RM Eastview harmless, WHETHER EXPRESS OR IMPLIEDfrom and against any and all claims, INCLUDINGliabilities, WITHOUT LIMITATIONlosses, ANY WARRANTY OF DESIGNdeficiencies and damages as well as reasonable expenses (including attorney's, MERCHANTABILITYconsulting and engineering and other professional and expert fees), FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE PRACTICEand interest and penalties related thereto, WITH REGARD TO ANY PRODUCT DELIVERED HEREUNDERincurred by RM Eastview, WHETHER USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES OR NONby reason of or resulting from any breach, inaccuracy, incompleteness or nonfulfillment of the representations, warranties, covenants and agreements of Xxxx-INFRINGEMENT OF THE PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSONXxxx contained in this Agreement. 5.3 RM Eastview acknowledges that it is not in a significantly disparate bargaining position with respect to Xxxx-Xxxx in connection with the transaction contemplated by this Agreement and that RM Eastview was represented by legal counsel in connection with this transaction.

Representations and Warranties of XXXX. XXXX representshereby warrants, warrants represents and covenants promises that: (i) before starting to perform the Contract ESCO shall a) Bulk drug substance produced under provide proof and documentation that it is qualified, licensed or otherwise permitted to do business in the State of New Hampshire including all required insurance and bonds pursuant to this Agreement Contract to the extent not included in Attachment 9 - Corporate Resolution; (ii) ESCO shall use subcontractors who are qualified, licensed and bonded in this State and approved by Customer in writing to perform the Work so subcontracted pursuant to the terms hereof; (iii) ESCO has all requisite authority to license the use of proprietary property, both tangible and intangible, contemplated by this Contract; (iv) equipment installed as part of the ECMs/OCMs will meet or exceed the equipment standards set forth in Attachment 5 - Major Equipment List and (v) ESCO acknowledges that Customer reserves the right to reject all non-conforming goods and to cause their return for credit or replacement at Customer’s option; (vi) the equipment installed as part of the ECMs/OCMs is or will be Producedcompatible with all other Premises’ mechanical and electrical systems, testedsubsystems, or components with which such equipment interacts, and packaged that, as installed, neither such equipment nor such other systems, subsystems, or components will materially adversely affect each other as a direct or indirect result of equipment installation or operation; (vii) ESCO is financially solvent, able to pay its debts as they mature and possesses sufficient working capital to complete the work and perform its obligations under the Contract and has no outstanding and delinquent debt owed to the State of New Hampshire or any political subdivision thereof; (viii) ESCO has not directly or indirectly participated in accordance any collusion or otherwise taken any action in restraint of full competitive bidding with CGMP as specified in a Project Plan and Quality Agreement, will meet respect to this Contract or the Bulk Drug Substance Specifications that were in effect at time of Production when made available at XXXX’x shipping dockssolicitation process leading to this Contract; and (ix) ESCO has not paid, and shall agrees not to pay, any bonus, commission, fee or gratuity to any employee or official of the state or municipal government or the Customer for the purpose of obtaining this Contract or any other contract or award and that no commission or other payment has been or will be free received from defects or paid to any third party contingent upon the award of any contract except as previously communicated to the Customer in material writing (and workmanship. (b) XXXX has obtained and will remain in ESCO acknowledges that subsequent discovery of non-compliance with all permits, licenses this provision constitutes sufficient cause for immediate termination of this Contract and other authorizations during the Term of this Agreement which are required under Applicable Lawsremedial action). (c) Bulk Drug Substance provided to CLIENT by XXXX hereunder will not be adulterated or misbranded within the meaning of the FDCA. THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 6.3 ARE EXPRESSLY IN LIEU OF AND EXCLUDE, AND XXXX HEREBY EXPRESSLY DISCLAIMS, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE PRACTICE, WITH REGARD TO ANY PRODUCT DELIVERED HEREUNDER, WHETHER USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES OR NON-INFRINGEMENT OF THE PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON.

Representations and Warranties of XXXX. XXXX represents, represents and warrants to Zheng and covenants thatTCH as of the date hereof and as of the First Closing and the Second Closing that the following statements are true and correct: (a) Bulk drug substance produced XXXX is a corporation duly organized and existing in good standing under this Agreement will the laws of the state of Nevada and has the requisite corporate power to own its properties and to carry on its business as now being conducted. XXXX is duly qualified as a corporation to do business and is in good standing in every jurisdiction where the failure so to qualify or be Producedin good standing could reasonably be expected to have a Material Adverse Effect. "Material Adverse Effect" means any effect which, testedindividually or in the aggregate with all other effects, and packaged in accordance with CGMP reasonably would be expected to be materially adverse to the business, operations, properties, financial condition, operating results or prospects of XXXX taken as specified in a Project Plan and Quality Agreementwhole, will meet or on the Bulk Drug Substance Specifications that were in effect at time of Production when made available at XXXX’x shipping docks, and shall be free from defects in material and workmanshiptransactions contemplated hereby. (b) XXXX has obtained the requisite corporate power and will remain in compliance authority to enter into and perform under the Agreement and the execution, delivery and performance of the Agreement by XXXX and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares and the sale and transfer of the The Invested Assets) have been duly authorized by all necessary corporate action and no further consent or authorization of XXXX, its board of directors, or its stockholders or any other Person is required with all permits, licenses and other authorizations during respect to any of the Term of transactions contemplated hereby; this Agreement which are required has been duly executed and delivered by XXXX; and this Agreement constitutes legal, valid and binding obligations of XXXX enforceable against XXXX in accordance with their respective terms, except to the extent that such validity or enforceability may be subject to or affected by any bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights or remedies of creditors generally, or by other equitable principles of general application, and as rights to indemnity and contribution under Applicable Laws. (c) Bulk Drug Substance provided to CLIENT this Agreement may be limited by XXXX hereunder will not be adulterated federal or misbranded within the meaning of the FDCAstate securities laws. THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 6.3 ARE EXPRESSLY IN LIEU OF AND EXCLUDE, AND XXXX HEREBY EXPRESSLY DISCLAIMS, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE PRACTICE, WITH REGARD TO ANY PRODUCT DELIVERED HEREUNDER, WHETHER USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES OR NON-INFRINGEMENT OF THE PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON."