REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANT; INDEMNIFICATION Clause Samples

REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANT; INDEMNIFICATION. 11.1 Representations and Warranties of Idenix Idenix U.S. and Idenix Cayman hereby jointly and severally represent and warrant, as of the Effective Date, to Novartis as follows, except as set forth herein or in the Company Disclosure Schedule (as indicated by references to specific sections and subsections in such Schedule): (a) Organization, Good Standing and Qualification. Each of Idenix U.S. and Idenix Cayman is, respectively, a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and a company duly organized, validly existing and in good standing under the laws of the Cayman Islands. Each of Idenix U.S. and Idenix Cayman has all requisite corporate power and corporate authority to own and operate its properties and assets, to carry on its business as now conducted and as currently proposed to be conducted, to enter into this Agreement and, solely with respect to Idenix Cayman, the Supply Agreement and to carry out its obligations hereunder. Each of Idenix U.S. and Idenix Cayman is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of its business or property makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to result in a Company Material Adverse Effect.