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 Borrower 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 Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action;
(b) this Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, 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 Term Loan Credit Agreement and any other Loan Document 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.
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. 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. 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 will be unamended from those in the Project Finance Documents except as set out elsewhere in this Agreement.
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. Holdings and the Parent Borrower jointly and severally represent and warrant, as to themselves and the other Grantors, to the Administrative Agent and the Secured Parties that:
(a) Subject to the Liens permitted by Section 7.01 of the Credit Agreement and except as otherwise permitted by the Loan Documents, each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or as proposed to be conducted or to utilize such properties for their intended purposes (which rights and/or title, are in any event, sufficient under Section 9-203(b)(2) of the UCC), and has full power and authority to grant to the Administrative Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.
(b) The information set forth in the Perfection Certificate, including the legal name of each Grantor, is correct and complete in all material respects as of the Closing Date. Other than filings required to be made in the USPTO and the USCO in order to perfect the Security Interest in Article 9 Collateral consisting of United States Intellectual Property and other than any fixture filings, the Uniform Commercial Code financing statements or other appropriate filings, recordings or registrations prepared by the Administrative Agent based upon the information provided to the Administrative Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 5B to the Perfection Certificate (or specified by notice from the Parent Borrower to the Administrative Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and...
