Representations, Warranties and Covenants of Each Party. Each of Licensor and Licensee hereby represents, warrants and covenants to the other Party hereto as follows:
(i) It is a company or corporation duly organized, validly existing and in good standing under the Laws and Regulations of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to transfer the rights granted hereunder.
(ii) As of the Effective Date, (a) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (b) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, winding-up, moratorium, and similar laws of general application affecting the enforcement of creditors’ rights generally, and subject to general equitable principles, including the fact that the availability of equitable remedies, such as injunctive relief or specific performance, is in the discretion of the court. - 50 - of - 75 -
(iii) As of the Effective Date, it has not entered into, and it will not during the Term enter into, into any agreement with any Third Party that is in conflict with the rights granted to the other Party under this Agreement or that would prevent such Party from fulfilling its obligations under this Agreement.
Representations, Warranties and Covenants of Each Party. Each of Merck and Licensee hereby represents, warrants and covenants to the other Party hereto as follows:
(a) it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation;
(b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action;
(c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
(d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions herein 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) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its corporate charter or other operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound;
(e) except for the governmental and Marketing Authorizations required to market the Licensed Product in the Territory, the execution, delivery and performance of this Agreement by such Party do not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or Regulatory Authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party;
(f) this Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles; and
(g) it shall comply with all applicable laws and regulations relating to its activities under this Agreement.
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 ------------------------------------------------------- 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 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 represents, warrants and covenants that:
1.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
1.1.2 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;
1.1.3 this Supply Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms;
1.1.4 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
1.1.5 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. 7.1.1 Each Party represents and warrants to the other Party that as of the Effective Date, it and its contractors, and its and their respective directors, officers and employees who are involved in the performance of any activities under this Agreement relating to the Product (collectively, “Personnel”) have never been and are not currently debarred pursuant to the US Generic Drug Enforcement Act of 1992, 21 U.S.C. §335(a), as amended, or any similar law or regulation (collectively “Debarred”), excluded by the US Office of Inspector General pursuant to 42 U.S.C. § 1320a-7, et seq. or any agency from participation in any health care program (collectively “Excluded”) or otherwise disqualified or restricted by the US FDA pursuant to 21 C.F.R. 312.70, or Regulatory Authority (collectively “Disqualified”).
7.1.2 Each Party covenants to the other Party that it shall not employ any Debarred, Excluded or Disqualified Personnel or allow any Debarred, Excluded or Disqualified entity to be involved in any activities relating to this Agreement. Each Party shall notify the other Party promptly if its Personnel are threatened to become Debarred, Excluded or Disqualified.
Representations, Warranties and Covenants of Each Party. Each Party other than JV represents, warrants, and covenants as of the Effective Date, and JV represents, warrants, and covenants as of the Establishment Date, that:
13.3.1 it has entered into binding, written agreements with every current and former employee and with every current and former independent contractor, whereby such current and former employees and independent contractors have assigned to such Party any ownership interest and right they may have in any Intellectual Property licensed under this Agreement, and
13.3.2 it will enter into binding, written agreements with every future employee and with every future independent contractor, whereby such future employees and independent contractors assign to such Party any ownership interest and right they may have in any Intellectual Property licensed under this Agreement.
