Representations, Warranties and Covenants of Each Party. Each Party represents and warrants to the other Party as of the Effective Date, and as applicable, covenants to the other Party, that:
(a) it is validly existing and in good standing under the Applicable Laws of the jurisdiction of its incorporation and has the full right, power and authority to enter into this Agreement, conduct the activities allocated to it under this Agreement, grant the licenses and grant and assign the rights under this Agreement and disclose such information and Know-How that is disclosed in performance of its obligations under this Agreement;
(b) this Agreement has been duly executed by it and is legally binding upon it, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material Applicable Law of any court, governmental body or administrative or other agency having jurisdiction over it;
(c) neither it, nor any of its Affiliates are party to any agreements, oral or written, that conflict with its obligations under this Agreement; and
(d) neither it, nor any of its Affiliates, have been debarred, and during the Term, neither it, nor any of its Affiliates shall use, in any capacity in connection with the obligations to be performed under this Agreement, any Person who has been debarred. Each Party further covenants that if, during the Term of this Agreement, it becomes aware that it or any of its or its Affiliates’ employees or agents performing under this Agreement is the subject of any investigation or proceeding that could lead to that Party becoming a debarred entity or individual, an excluded entity or individual or a convicted entity or individual, such Party will promptly notify the other Party.
Representations, Warranties and Covenants of Each Party. Each Party hereby represents and warrants as of the Effective Date to the other Party as follows:
Representations, Warranties and Covenants of Each Party. Each Party hereby represents, warrants and covenants to the other Party as follows:
Representations, Warranties and Covenants of Each Party. Each Party represents, warrants and covenants to the other that:
(i) As of the Effective Date, the execution, delivery and performance of this Agreement are within its corporate power, have been duly and validly authorized by all necessary corporate action and do not contravene or constitute a default under any provision of its articles of incorporation or by-laws; -------- *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(ii) As of the Effective Date, the execution, delivery and performance of this Agreement by it does not conflict with, contravene or constitute a default under any provision of applicable law or regulation or any agreement, license, judgment, injunction, order, decree or other instrument binding on it, or otherwise relating to the Patents that it licenses to the other Party hereunder or the inventions described and claimed therein;
(iii) As of the Effective Date and at all times during the term of this Agreement, it has and shall have the right and power to grant on behalf of itself the rights and licenses expressly granted herein;
(iv) As of the Effective Date and at all times during the term of this Agreement, the licenses set forth in Section 2 above will confer upon the Party receiving the license immunity from suit for infringement of the respective licensed Patents and all rights, benefits and immunities of a non-exclusive licensee under such Patents to the full extent provided by Section 2;
(v) As of the Effective Date, all licenses, consents, authorizations and approvals, if any, required for its execution, delivery and performance of this Agreement have been obtained and are in full force and effect and all conditions thereof have been complied with;
(vi) Except as mutually agreed otherwise, during the term of this Agreement, except as expressly contemplated by Section 6.3.3, each Party shall take all steps necessary to maintain in force all licenses, consents, authorizations and approvals, if any, required to give effect to all license and sublicense grants to the other Party set forth in this Agreement to the full extent such license and sublicense grants are in force as of the Effective Date. ***.
(vii) As of the Effective Date, no action by or in respect of, or filing with, any governmental body, agency or official or any other person or entity is required in connection with it...
Representations, Warranties and Covenants of Each Party. Each party ------------------------------------------------------- hereby represents, warrants and covenants, with respect to itself, as of the date of this Agreement and on the Second Closing Date to the other parties hereto:
Representations, Warranties and Covenants of Each Party. Each of the Parties represents, warrants, and covenants to the other Parties as follows:
8.1.1. It is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation.
8.1.2. The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action and does not require any shareholder action or approval.
8.1.3. It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
8.1.4. The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) the provisions of its charter or operative documents or bylaws; (ii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; or (iii) any applicable law, rule, regulation or permit.
8.1.5. It will at all times comply with all material laws and regulations applicable to its activities under this Agreement.
Representations, Warranties and Covenants of Each Party. Each Party represents, warrants and covenants that:
7.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
7.1.2 it has full corporate power and authority to execute, deliver, and perform under this Supply Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Supply Agreement and the consummation of the transactions contemplated by this Supply Agreement;
7.1.3 this Supply Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms;
7.1.4 all consents, approvals, and authorizations from all Governmental Authorities or other Third Parties required to be obtained in connection with this Supply Agreement have been obtained; and
7.1.5 the execution and delivery of this Supply Agreement and all other instruments and documents required to be executed pursuant to this Supply Agreement, and the consummation of the transactions contemplated hereby do not and will not: (a) conflict with or result in a breach of any provision of its organizational documents; (b) result in a breach of any agreement to which it is a party that would impair the performance of its obligations hereunder; or (c) violate any Applicable Laws.
Representations, Warranties and Covenants of Each Party. Each of the parties represents, warrants and covenants to the other that, in respect of each of the Option Documents to which it is a party:
5.1.1 it has the full right, power, legal capacity and authority to enter into, and perform its obligations under, each of the Option Documents;
5.1.2 each of the Option Documents has been duly executed and delivered by it and is a valid and binding obligation of it, enforceable in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies;
5.1.3 all necessary corporate and other actions have been taken by it to authorize the execution and delivery of the Option Documents and the performance of its obligations pursuant to the Option Documents; and
5.1.4 it is not subject to any conflicting obligation or any disability which shall or might prevent it from, or materially interfere with, the execution and performance of each of the Option Documents and none of the entering into of each of the Option Documents or the performance by it of any of its other obligations under each of the Option Documents shall contravene, breach or result in any default under the articles, by-laws, constating documents or other organizational documents or resolutions of the shareholders and directors of it or under any mortgage, lease, agreement, other legally binding instrument, licence, permit, statute, regulation, order, judgment or decree of law to which it is a party or by which it may be bound.
Representations, Warranties and Covenants of Each Party. Each party hereby represents, warrants and covenants, with respect to itself, as of the date of this Agreement (or, as the case may be, as of the date of the supplementary agreement entered into pursuant to Section 6.5 hereof) to the other parties hereto:
Representations, Warranties and Covenants of Each Party. Each of Licensor and Licensee hereby represents, warrants and covenants to the other as follows:
(a) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
(b) the execution, delivery and performance of this Agreement by such party and its compliance with the terms and provisions hereof do not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under any applicable governing document or any agreement, contract or other arrangement to which it is a party or by which it is bound;
(c) this Agreement constitutes such party's legal, valid and binding obligation enforceable against it in accordance with its terms; and
(d) it will comply with all applicable material laws and regulations relating to its activities under this Agreement.
