Representations, Warranties of Each Party. Each Party represents and warrants to the other Party as of the Effective Date that:
Representations, Warranties of Each Party. Each Party hereby makes the following representations, warranties and covenants:
Representations, Warranties of Each Party. As of the Effective Date, each of ViroPharma and AHPC hereby represents, warrants, and covenants to the other Party hereto as follows:
Representations, Warranties of Each Party. Each Party represents and warrants to the other Party that:
Representations, Warranties of Each Party. Each Party represents and warrants to the other Party as of the Termination Date that:
Representations, Warranties of Each Party. Each Party represents and warrants to the other Party that, as of the Amendment Effective Date:
Representations, Warranties of Each Party. Each Party represents and warrants to the other as of the Effective Date that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full corporate power and authority to execute and deliver this Agreement, and has taken all corporate action required by law and its organizational documents to authorize the execution and delivery of this Agreement; (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium, or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); (d) all consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such Party in connection with this Agreement have been obtained; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of any provision of its organizational documents, result in a breach of any agreement to which it is a party; or violate any law; and (f) neither such Party nor to the actual knowledge of such Party any employee, agent or subcontractor of such Party involved or to be involved in any activities performed hereunder has been (i) convicted of an offense related to any federal or state health care program; (ii) excluded from participation as a provider under any Federal or State health care program or (iii) debarred under subsection (a) or (b) of Section 306 of the Federal Food, Drug and Cosmetic Act (21 U.S.C. §335a). Each Party further represents and warrants that (A) there are no legal claims, judgments or settlements against or owed by such Party or any of its Affiliates, or pending or, to such Party’s actual knowledge, threatened, legal claims or litigation, in each case, relating to antitrust, anti-competition, anti-bribery or corruption violations, and (B) such Party has, or can readily obtain, sufficient technical, clinical, and regulatory expertise to perform all of its obligations pursuant to this Agreement, including its obligations relating to Pre-Option Developm...
