REPRESENTATIONS AND WARRANTIES Representations and Warranties Sample Clauses
REPRESENTATIONS AND WARRANTIES
Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and each of the Lenders as follows:
REPRESENTATIONS AND WARRANTIES
Representations and Warranties. Each of the Company and the Approved Borrowers, as applicable, represents and warrants to the Lenders that:
REPRESENTATIONS AND WARRANTIES
Representations and Warranties. The Loan Parties, jointly and severally, represent and warrant to the Agent and each of the Banks as follows:
REPRESENTATIONS AND WARRANTIES
Representations and Warranties. Each Loan Party hereby represents and warrants to the Secured Parties as follows:
REPRESENTATIONS AND WARRANTIES
Representations and Warranties will be unamended from those in the Project Finance Documents except as set out elsewhere in this Agreement.
REPRESENTATIONS AND WARRANTIES
Representations and Warranties. Medical School represents and warrants that its employees have assigned to Medical School their entire right, title, and interest in the Patent Rights, that it has authority to grant the rights and licenses set forth in this Agreement, and that, to its best knowledge, Medical School does not hold any other intellectual property rights that would be infringed by the exploitation of the Patent Rights. MEDICAL SCHOOL MAKES NO OTHER WARRANTIES CONCERNING THE PATENT RIGHTS AND BIOLOGICAL MATERIALS, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Specifically, Medical School makes no warranty or representation (a) that the exploitation of any Licensed Product will not infringe any patents or other intellectual property rights of a third party, (b) regarding the validity or scope of the Patent Rights, and (c) that any third party is not currently infringing or will not infringe the Patent Rights.
REPRESENTATIONS AND WARRANTIES
Representations and Warranties. The Company hereby represents and warrants to the Holders, as of the Third Amendment Effective Date, as follows:
REPRESENTATIONS AND WARRANTIES
Representations and Warranties. To induce the Banks to grant the Credit and to make the Loans, the Company represents and warrants that:
REPRESENTATIONS AND WARRANTIES
Representations and Warranties. The Company represents and warrants as to itself and its Subsidiaries to the other parties hereto that:
(a) the execution, delivery and performance of this Amendment are within the Company’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, stockholder or other equityholder action of the Company. This Amendment has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, winding-up or other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and
(b) the representations and warranties contained in the Loan Documents are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Amendment Effective Date (as defined below), except in the case of any such representation or warranty that expressly relates to a prior date, in which case such representation or warranty shall be so true and correct (x) in the case of the representations and warranties qualified as to materiality, in all respects and (y) otherwise, in all material respects, on and as of such prior date.
REPRESENTATIONS AND WARRANTIES
Representations and Warranties. The Company represents and warrants, and each Loan Party represents and warrants as to itself and its subsidiaries, to the other parties hereto that:
(a) the execution, delivery and performance of this Amendment are within each Loan Party’s corporate, partnership or other applicable powers and have been duly authorized by all necessary corporate, partnership and, if required, stockholder or other equityholder action;
(b) this Amendment has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and
(c) the representations and warranties contained in the Fourth Restated Credit Agreement and the other Loan Documents are true and correct in all material respects (other than any such representation and warranty that is already qualified by materiality or “Material Adverse Effect” in the text thereof, in which case such representation and warranty shall be true in all respects) on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date.