Representations of Supplier Sample Clauses
Representations of Supplier. As of the Effective Date, and at all times during the Term, Supplier represents and warrants as follows:
(A) Supplier is a valid existing limited liability company and in good standing under the laws of the State of Delaware. Supplier has the corporate power and authority required to carry on its activities as they are now conducted.
(B) Supplier has full legal right and corporate power, without the consent of any other person to execute, deliver and to perform its obligations under this Agreement.
(C) All corporate and other actions required to be taken by Supplier to authorize the execution, delivery and performance of this Agreement and all transactions contemplated hereby have been duly and properly taken. No consent, approval or authorization of, or filing of any certificate, notice application, report or other document with any governmental authority is required on the part of Supplier in connection with the valid execution and delivery of this Agreement or the performance by Supplier of any of its obligations hereunder.
Representations of Supplier. The Supplier represents that:
3.1.1. Supplier is the exclusive owner of all rights, title and interest in and to the Invention, Patent, and Information, and has the right to grant to Buyer the rights and licenses set forth in this Agreement. The Invention and Products are completely safe for human use and does not have any direct or indirect adverse health effects.
3.1.2. As of the date of this Agreement, other than the Patent, Supplier has not filed, or caused to be filed in the U.S., patent applications, or obtained in its name or caused to obtain in the name of others, any other patent based on or relating to the Invention, Information or devices or methods similar to the Invention.
3.1.3. Supplier has, and will continue to, comply with all applicable laws, rules and regulations with respect to the development, manufacture, sale, use and distribution of the Product (“Laws”).
Representations of Supplier. As of the Effective Date, and at all times during the Term, Supplier represents and warrants as follows:
(a) Supplier is a valid existing private limited liability stock company (GmbH) and in good standing under the laws of Germany. Supplier has the corporate power and authority required to carry on its activities as they are now conducted.
(b) Supplier has full legal right and corporate power, without the consent of any other person to execute, deliver and to perform its obligations under this Agreement.
(c) All corporate and other actions required to be taken by Supplier to authorize the execution, delivery and performance of this Agreement and all transactions contemplated hereby have been duly and properly taken. No consent, approval or authorization of, or filing of any certificate, notice application, report or other document with any governmental authority is required on the part of Supplier in connection with the valid execution and delivery of this Agreement or the performance by Supplier of any of its obligations hereunder.
Representations of Supplier. Supplier hereby represents and warrants to Customer and M&B that:
Representations of Supplier. Supplier represents and warrants to Adolor that:
10.1.1 Supplier shall conduct its services obligated under this Agreement in a competent, workmanlike fashion;
10.1.2 All BX7, Validation Batches and API Compound shall be in accordance with Adolor’s labeling instructions, shall not be adulterated or misbranded within the meaning of the Act, and is not an article which may not, under the Act, be introduced into interstate commerce;
10.1.3 All BX7, Validation Batches and API Compound shall be manufactured in accordance with the Specifications, cGMPs, all applicable Laws, the Quality Agreement and any further formulating, manufacturing, packaging or other standards agreed in writing by the Parties if any;
10.1.4 All BX7, Validation Batches and API Compound so sold and shipped shall be manufactured in accordance with all applicable Laws in effect at the time and place of manufacture of such BX7, Validation Batches and API Compound, and all waste, including but not limited to all hazardous waste, generated at the time of manufacture of BX7, Validation Batches and API Compound shall be disposed of in accordance with all applicable Laws;
10.1.5 All records as are necessary and appropriate to demonstrate compliance with applicable Laws shall be maintained by Supplier and such manufacture of BX7, Validation Batches and API Compound shall be performed in a facility maintaining a current drug establishment registration with the FDA as set forth in 21 C.F.R. § 207, as applicable;
10.1.6 Supplier has provided and shall provide to Adolor all pertinent information in its possession relative to physical, environmental and human health hazards involving the BX7 and API Compound;
10.1.7 The ownership and operation of the Facilities shall be in material compliance with cGMPs and all applicable Laws (including the receipt and possession of all applicable permits and authorizations), including a current drug establishment registration with the FDA as set forth in 21 C.F.R. 207, as applicable), and any further formulating, manufacturing, packaging or other standards agreed in writing by the Parties, and all Waste generated in connection with the manufacture of the BX7, Validation Batches and API Compound shall be disposed of in accordance with all applicable Laws.
10.1.8 Other than the intellectual property provided or to be provided by Adolor, Supplier owns or controls all the intellectual property necessary to manufacture the BX7, Validation Batches and API Compound in accorda...
Representations of Supplier. The Supplier represents that:
3.1.1. Supplier is the exclusive owner of all rights, title and interest in and to the Invention, Patent, and Information, and has the right to grant to Buyer the rights and licenses set forth in this Agreement. The Invention and Products are completely safe for human use and does not have any direct or indirect adverse health effects.
3.1.2. As of the date of this Agreement, other than the Patent, Supplier has not filed, or caused to be filed in the U.S., patent applications, or obtained in its name or caused to obtain in the name of others, any other patent based on or relating to the Invention, Information or devices or methods similar to the Invention.
3.1.3. Supplier has, and will continue to, comply with all applicable laws, rules and regulations with respect to the development, manufacture, sale, use and distribution of the Product (“Laws”), including, at its sole cost and expense, obtaining and maintaining all applicable FDA approval to enable the Product to be sold in the Territory.
Representations of Supplier. Supplier hereby represents and warrants to Central ▇▇▇▇▇▇ as follows:
Representations of Supplier. Supplier represents and warrants that the Products are fit for human consumption and comply with all applicable laws and regulations, including, without limitation, laws and regulations applicable to, or promulgated by, the United States Food and Drug Administration. Any Products provided to customers in the Territory or Territories, including without limitation, the containers and labels for such Products, are of a merchantable quality, fit for their intended purpose and meet all applicable government standards in the Territory.
Representations of Supplier. The Supplier has submitted to the Village a description of the services to be provided by the Supplier, a copy of which is attached as Exhibit B to this Agreement ("Software/Services"). The Supplier represents that it is financially solvent, has the necessary financial resources, has the unrestricted legal right to provides licenses granted hereunder to the Software and is sufficiently experienced and competent to perform and complete the professional consulting services set forth in Exhibit B in a manner consistent with the standards of professional practice by recognized consulting firms providing services of a similar nature.
Representations of Supplier. (a) The Supplier represents and warrants that as of the date hereof: ***CONFIDENTIAL TREATMENT REQUESTED***